PROSPECTUS

Lithium Plus Minerals Ltd ACN 653 574 219

An offer by Lithium Plus Minerals Ltd ACN 653 574 219 of an issue of up to 40,000,000 fully-paid ordinary shares at $0.25 per share to raise up to $10,000,000.

Last date for acceptance and payment

Tuesday 29 March 2022

This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional advisers if you have any questions about this Prospectus. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the Shares.

IMPORTANT NOTICE

Offer

The Offer contained in this Prospectus is an offer for a Minimum Subscription of 32,000,000 shares and a Maximum Subscription of 40,000,000 shares in Lithium Plus Minerals Ltd ACN 653 574 219 ( Lithium Plus Minerals , the Company , we , or us ) for subscription at $0.25 each to raise a minimum of $8,000,000 and a maximum of $10,000,000 (before the costs of the Offer). This Prospectus is issued by the Company for the purposes of Chapter 6D of the Corporations Act.

Prospectus

This Prospectus is dated 15 March 2022 and was lodged with ASIC on that date. Neither ASIC nor ASX (or their respective officers) takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5.00pm (AEST) on the date that is 13 months after the date this Prospectus was lodged with ASIC. No Shares will be issued on the basis of this Prospectus after that expiry date.

Application will be made to ASX within seven days of the date of this Prospectus for Official Quotation of the Shares the subject of the Offer.

Conditional Offer

The Offer made under this Prospectus and the issue of Shares pursuant to this Prospectus are subject to and conditional on the Company raising the Minimum Subscription of $8,000,000 and satisfying the ASX Listing Rules.

Important document

It is important that you carefully read this Prospectus in its entirety before deciding to invest in the Company and, in particular, that you consider the assumptions underlying any prospective financial information and the risk factors that could affect the financial performance of the Company. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus.

Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offer. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus, except as required by law and then, only to the extent so required.

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. In such circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

No Cooling-off Rights

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

Obtaining a copy of this Prospectus

During the Offer Period, an electronic version of this Prospectus will be available at www.lithiumplus.com.au to persons who are Australian residents only. The Offer constituted by this Prospectus is available to persons in Australia only.

This Prospectus is not available to persons in other jurisdictions. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.

Applications for Shares may only be made during the Offer Period on an Application Form attached to or accompanying this Prospectus.

Restrictions on the distribution of this

Prospectus

This Prospectus does not constitute an offer of Shares in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions

outside Australia (including electronically) may be restricted by law and any person who comes into possession of this Prospectus outside Australia (including nominees, trustees or custodians) should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

management and the Lead Manager cannot and do 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.

Speculative Investment

The Shares have not been, and will not be, registered under the US Securities Act 1933 (as amended) and may not be offered or sold in the United States or to, or for the account of or benefit of, United States persons. Accordingly neither this Prospectus nor the Application Form may be sent to investors in the United States or otherwise distributed in the United States.

See Section 1.11 for more detail on selling restrictions that apply to the Offer in jurisdictions outside Australia.

Forward-looking Statements

This Prospectus contains forward-looking statements which may be identified by words such as 'may', 'could', 'believes', 'estimates', 'expects', 'targets', 'predicts', 'forecasts', 'guidance', 'plan', '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, at the date of this Prospectus, are expected to take place. The Company does not undertake to, and does not intend to, update or revise any forward-looking statements, or publish prospective financial information in the future, regardless of whether new information, future events or other factors affect the information contained in this Prospectus, except where required by law.

Any forward-looking statements are subject to various risks that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. Forward-looking statements should be read in conjunction with, and are qualified by reference to, the risk factors set out in Section 4 of this Prospectus. 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 outside the control of the Company, the Directors and the Company's management. The Company, the Directors, the Company's

The Shares offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Shares offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on the Shares or that there will be an increase in the value of the Shares in the future.

Prospective investors should carefully consider whether the Shares offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in the Shares.

Competent Persons Statement

The information in this Prospectus that relates to Exploration Results, Mineral Resources or Reserves (as those terms are used and defined in the JORC Code) is based on information compiled by Dr. Jason Berton, who is a director of the Company and is a member of the Australasian Institute of Mining and Metallurgy. Dr. Berton has sufficient mineral exploration experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a competent person as defined in the JORC Code. Dr. Berton consents to the inclusion in this report of the matters and information discussed, based upon the form and context in which it appears.

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, and to carry out appropriate administration.

The information may also be used from time to time and disclosed to the Company's members, agents and service providers on the basis that they deal with such information in accordance with the Company's policies, procedures and

applicable laws. The members, agents, and service providers of the Company may be located outside Australia, where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

the Share Registry for ongoing administration of the Shareholder register;
printers and other companies for the purpose of preparation and distribution of statements and for handling mail;
market research companies for the purpose of analysing the investor base and product development and planning; and
legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Shares and for associated actions.

If an Applicant becomes a Shareholder, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the Shares held) in its public Shareholder register.

The information contained in the Shareholder register must remain there even if that person ceases to be a Shareholder. Information contained in the Shareholder register is also used to facilitate dividend payments and corporate communications (including the Company's financial results, annual reports and other information that Lithium Plus Minerals may wish to communicate to its Shareholders) and compliance by Lithium Plus Minerals with legal and regulatory requirements. An Applicant has a right to gain access to the information that the Company and the Share Registry hold about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing or by telephone call to the Company's registered office or the Share Registry’s office, details of which are disclosed in the Corporate Directory on the inside back cover of this Prospectus.

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. By submitting an Application, you agree that we may communicate with you in electronic form or contact you by telephone in

relation to the Offer. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information.

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 Shares, the Company may not be able to accept or process your application.

Clearing House Electronic Sub-Register 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 Shares 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.

Defined terms and abbreviations

Defined terms and abbreviations used in this Prospectus are explained in the Glossary of Terms.

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 this 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. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus.

Website

The Company maintains a website at www.lithiumplus.com.au. Any references to documents included on the Company's website are for convenience only, and information

contained in or otherwise accessible through this or a related website is not a part of this Prospectus.

Indicative Timetable

Key dates
Lodgement of this Prospectus with ASIC (Prospectus Date)	Tuesday 15 March 2022
Opening Date	Wednesday 23 March 2022
Closing Date and latest time for receipt of Application Form and payment in full for Shares	5pm (AEDT) Tuesday 29 March 2022
Completion of Offer	Tuesday 12 April 2022
Issue of Shares under the Offer (Allotment Date)	Wednesday 13 April 2022
Expected dispatch of holding statements	Thursday 14 April 2022
Expected commencement of trading on ASX	Tuesday 26 April 2022

These dates are subject to change and are indicative only. The Company, in consultation with the Lead Manager, reserves the right to vary any and all of the above dates and times without notice including, subject to the ASX Listing Rules and the Corporations Act, to close the Offer early, to extend the Offer, to accept late Applications or bids, either generally or in particular cases, or to cancel or withdraw the Offer before completion of the Offer, in each case without notifying the recipient of this Prospectus or any Applicants. If the Offer is cancelled or withdrawn before the allocation of Shares, then all application money 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 early as possible after the Offer opens.

Summary of the Offer

	Minimum Subscription ($8,000,000)	Maximum Subscription ($10,000,000)
Offer Price	$0.25	$0.25
Shares currently on issue	57,000,000	57,000,000
Number of Shares to be issued under the Offer	32,000,000	40,000,000
Gross proceeds under the Offer (before costs)	$8,000,000	$10,000,000
Number of shares on issue on completion of the Offer (on an undiluted basis)1	89,000,000	97,000,000
Market capitalisation on completion of the Offer (on an undiluted basis)2	$22,250,000	$24,250,000
Broker Options to be issued under the Lead Manager Mandate3	4,000,000	4,000,000
Director Options4	6,000,000	6,000,000

	Minimum Subscription ($8,000,000)	Maximum Subscription ($10,000,000)
Performance Rights5	2,600,000	2,600,000
Number of shares on issue on completion of the Offer (fully diluted basis)	101,600,000	109,600,000
Market capitalisation on completion of the Offer (fully diluted basis)2	$25,400,000	$27,400,000

Notes:

Certain Shares on issue post-listing will be subject to ASX imposed escrow. Refer to Section 1.12 for further details regarding the likely escrow position.
Assuming a share price of $0.25 at the Offer Price, however the Company notes that the Shares may trade above or below this price.
The Company has agreed to issue the Lead Manager 4,000,000 Broker Options, refer to Sections 6.5(c) and 6.8 for the terms of the Broker Options.
The Company has agreed to issue an aggregate of 6,000,000 Director Options to the Board of Directors, refer to Sections 5.4 and 6.9 for the terms of the Director Options.
The Company has issued to each Director and the CFO/Company Secretary an aggregate of 2,600,000 Performance Rights. Refer to Section 6.10 for the terms of the Performance Rights.

	PAGE
MESSAGE FROM THE CHAIRMAN ......................................................................................... 10
1.	DETAILS OF THE OFFER.......................................................................................... 21
1.1	The Offer .............................................................................................................. 21
1.2	Purpose of the Offer ............................................................................................... 21
1.3	Conditions of the Offer ........................................................................................... 21
1.4	Capital structure following completion of the Offer ..................................................... 22
1.5	Issue of Shares to cornerstone investor .................................................................... 22
1.6	How to apply for Shares ......................................................................................... 23
1.7	Allocation policy .................................................................................................... 23
1.8	Application of money held in trust ............................................................................ 24
1.9	Issue of Shares ..................................................................................................... 24
1.10	ASX quotation ....................................................................................................... 24
1.11	Selling Restrictions ................................................................................................ 24
1.12	Restricted securities and escrow arrangements ......................................................... 27
1.13	Underwriting ......................................................................................................... 27
1.14	Taxation implications ............................................................................................. 27
1.15	Withdrawal of the Offer .......................................................................................... 27
1.16	Enquiries .............................................................................................................. 28
2.	OVERVIEW OF LITHIUM PLUS MINERALS .................................................................. 29
2.1	Company Overview ................................................................................................ 29
2.2	Overview of the Projects ......................................................................................... 30
2.3	The Bynoe Project (NT) – 100% .............................................................................. 31
2.4	The Arunta Project (NT) – 100%.............................................................................. 36
2.5	Business strategy and objectives of Lithium Plus Minerals ........................................... 41
2.6	Exploration strategy of Lithium Plus Minerals ............................................................. 41
2.7	Proposed exploration program and expenditures........................................................ 42
2.8	Proposed sources and use of funds .......................................................................... 43
2.9	Dividend Policy ...................................................................................................... 44
3.	FINANCIAL INFORMATION ...................................................................................... 45
3.1	Introduction .......................................................................................................... 45
3.2	Basis of preparation and presentation of the Financial Information ............................... 46
3.3	Summary of the Historical Statutory Statement of Profit or Loss and other Comprehensive Income
	........................................................................................................................... 48
3.4	Summary of the Historical Statutory Statement of Cash Flows .................................... 49
3.5	Historical Statutory Statement of Financial Position and Pro Forma Historical Statement of Financial
	Position ................................................................................................................ 50
3.6	Critical Accounting Policies ...................................................................................... 52
4.	RISK FACTORS ...................................................................................................... 53
4.1	General ................................................................................................................ 53
4.2	Risks specific to the Company ................................................................................. 53
4.3	General risks ......................................................................................................... 57
5.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ............................................. 60
5.1	Board of Directors .................................................................................................. 60
5.2	Management team ................................................................................................. 61
5.3	Remuneration ....................................................................................................... 61
5.4	Disclosure of interests ............................................................................................ 62
5.5	Disclosures of Directors .......................................................................................... 65
5.6	Related Party Transactions ...................................................................................... 66
5.7	Corporate Governance ............................................................................................ 66
6.	ADDITIONAL INFORMATION .................................................................................... 72
6.1	Incorporation of the Company ................................................................................. 72
6.2	Company Group .................................................................................................... 72
6.3	Rights attaching to Shares ...................................................................................... 72
6.4	Legal proceedings .................................................................................................. 74

6.5	Material contracts .................................................................................................. 74
6.6	Interests of Promoters, Experts and Advisors ............................................................ 75
6.7	Costs of the Offer .................................................................................................. 76
6.8	Broker Options ...................................................................................................... 76
6.9	Director Options .................................................................................................... 78
6.10	Performance Rights ................................................................................................ 79
6.11	Effect of the Offer on control and substantial holders ................................................. 82
6.12	Consents .............................................................................................................. 83
6.13	Documents available for inspection .......................................................................... 84
6.14	Statement of Directors ........................................................................................... 84
6.15	Authorisation ........................................................................................................ 84
GLOSSARY OF TERMS ........................................................................................................ 85
CORPORATE DIRECTORY .................................................................................................... 89
INDEPENDENT LIMITED ASSURANCE REPORT ....................................................................... 90
SOLICITOR'S REPORT ON TENEMENTS ................................................................................. 91
INDEPENDENT GEOLOGIST'S REPORT .................................................................................. 92
KEY	ACCOUNTING POLICIES ............................................................................................... 93
APPLICATION FORM ........................................................................................................... 96

MESSAGE FROM THE CHAIRMAN

Dear Investor,

On behalf of the Directors, it gives me great pleasure to invite you to become a Shareholder in Lithium Plus Minerals Ltd ( Lithium Plus Minerals or the Company ).

Lithium Plus Minerals is a mineral exploration company focused on delivering Shareholder value through the identification, development and acquisition of exploration properties, with the objective of rapidly becoming a leading Australian lithium company.

The Company is focused on exploring its nineteen granted exploration licences and three exploration licences under application in the Northern Territory, Australia (together, the Tenements ). The Tenements are located in an emerging lithium discovery province, in the Bynoe and Arunta regions in the Northern Territory. Assuming that the three pending Tenement applications are granted, the total area held by the Company under licence will exceed 1,690 km[2] .

The tenements show significant early exploration success through soil sampling, mapping, field work and reverse circulation ( RC ) drilling programs carried out in 2017. The strategic location of the Tenements, with proximity to key infrastructure and access to the Port of Darwin, augur well for development, should an economic orebody be identified.

The primary purpose of the Offer is to provide the Company with funds to undertake further exploration work at the Tenements with the goal to define a mineral resource that can be taken through to production.

This Prospectus is seeking to raise a minimum of $8,000,000 and a maximum of $10,000,000 (before costs of the Offer) by the issue of a minimum of 32,000,000 Shares and a maximum of 40,000,000 Shares at an issue price of $0.25 per Share.

Suzhou CATH Energy Technologies Co Ltd ( CATH ), a major lithium processing company based in the People's Republic of China, has committed to subscribe for 8,800,000 Shares under the Offer, as a cornerstone shareholder. CATH is a private investment entity jointly owned by Contemporary Amperex Technology Co. Ltd ( CATL ) and Mr Pei Zhenhua. CATL is a global leader in lithium-ion battery development and manufacturing. Mr Pei Zhenhua also holds a significant interest in Suzhou TA&A Ultra Clean Technology Co., Ltd, which is the holding company for Yibin Tianyi Lithium Industry Co. Ltd, one of China’s largest lithium converters.

The Company Board has significant expertise and experience in mineral exploration, project development and corporate finance and aims to ensure that funds raised through the Offer will be utilised in a costeffective manner to advance the exploration and development of the Company’s Tenements.

Details of the Offer are included in this Prospectus. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required. The Shares offered by this Prospectus should be considered highly speculative.

The closing date for application and payment is 5pm (AEDT) Tuesday 29 March 2022.

As a Board, we see a strong future in the identification and enabling of technologies that will deliver environmentally sound outcomes. Battery and other technological applications reliant on lithium are in the ascendancy and we look forward to making a meaningful contribution to a better and cleaner world.

I look forward to you joining us as a Shareholder.

Yours sincerely

==> picture [69 x 32] intentionally omitted <==

Bin Guo

Chairman

Investment Overview

This Section 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. The Shares offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.

Topic	Summary	More information
Introduction
Who is the Company?	Lithium Plus Minerals Ltd (ACN 653 574 219) (Lithium Plus Mineralsor theCompany) is an Australian public company incorporated on 10 September 2021 with a focus on Australian lithium projects, including the acquisition of attractive exploration and development resource projects. Since incorporation, the Company has built a portfolio of lithium exploration projects in the Northern Territory via acquisition. The Company is led by a highly competent and experienced Board with a demonstrated track record in the mining and resources industry.	Section 2
What are the Company's Tenements?	The Company has nineteen granted exploration licences (for 1,575 km2) and three pending exploration licences covering prospective ground in the Bynoe and Arunta Regions of the Northern Territory, Australia. The total area held under licence, assuming that the three pending exploration licence applications are granted, will exceed 1,690 km2. The Tenements cover a range of different geological provinces, each bearing potential for lithium mineralisation, as well as holding potential for associated tin/tantalum/caesium mineralisation.	Section 2.1 Section 2.2 Schedule 3 Independent Geologists Report
What is the proposed capital structure of the Company?	Following completion of the Offer under this Prospectus, the proposed capital structure of the Company will be as set out in the Summary of the Offer (page 6-7) and also in Section 1.4.	Summary of the Offer and Section 1.4.
What is the proposed use of funds raised under the Offer?	Funds raised under the Offer will be utilised to advance exploration on the Tenements, in particular, to conduct drilling activities at the Bynoe Project, mapping and sampling at the other Project and for the Company’s ASX listing costs and ongoing corporate expenses. Further details of the budgets for exploration and other expenditure are set out in sections 2.7 and 2.8.	Section 2.7 Section 2.8

Topic	Summary	More information
What is the Company's strategy?	The Company’s strategy is to utilise modern exploration methods including mapping, sampling, geophysical methods and drilling to assess the Tenements for economic mineralisation and move as quickly as possible, should an economic discovery be made, through project permitting and then to commercial development. The Company has specifically targeted lithium and associated metals, taking a view that demand for those materials is likely to strengthen and underpin steady, reliable product pricing. All the Company’s projects are located in Australia, a country with a democratic and stable geopolitical regime.	Section 2.5 Section 2.6
Key financial information
What is the Company's financial history?	The table below presents the summary historical unaudited statement of profit or loss and other comprehensive income for the three months ended 30 November 2021 (YTD Nov-21) and which reflects the operating history of the business. Further discussion regarding the summarised historical statutory statement of profit or loss and other comprehensive income is set out in section 3. YTD Nov-21 $'000 Unaudited Operating costs Professional fees (23) Property expenses (6) Other expenses (3) NLBT (32) Income tax expense - NLAT (32) The table below sets out the summarised unaudited historical and pro forma statement of financial position as at 30 November 2021. Details of the pro forma statement of financial position, including the subsequent events and pro forma adjustments are set out in section 3. As at 30- November-21 Lithium Plus Unaudited Minimum Maximum $'000 Pro forma Pro forma Current assets 1,044 8,052 9,926 Non current assets - 3,828 3,828 Total assets 1,044 11,880 13,754 Current liabilities 915 - - Total liabilities 915 - - Net assets 129 11,880 13,754	Section 3 Schedule 1 Independent Limited Assurance Report

	Summary	Summary			More
					information
The table below sets out	the summarised unaudited historical
statutory statement of cash flows		for the three months ended
30 November 2021.	Further	discussion	regarding	the
summarised historical statement		of cash flows is set out in
section 3.
		YTD	Nov-21
$'000		Unaudited
Net operating cash outflows			(35)
Net financingcash inflows			1,075
Net change in cash and cash equivalents held			1,040
Cash and cash equivalents	at the
beginning			-
of the financial period
Cash and cash equivalents at the of the financialperiod		end	1,040

Summary of key risk factors

Prospective investors should be aware that subscribing for Shares in the Company involves a number of risks. The risk factors set out in Section 4, and other general risks applicable to all investments in listed securities, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. This Section briefly summarises the key risks which apply to an investment in the Company. Investors should refer to Section 4 for a more extensive list of these risks, including those which are specific to the Company or to the mining industry, and other general risks, along with a detailed summary of these risks.

Future capital and	The Company’s ability to advance its projects through	Section 4.2(b
debt finance risk	exploration and, should exploration be successful, into	)
	development and commercialisation, is dependent on the ability
	to raise capital from time to time, by way of equity issue, debt
	or otherwise. There is no guarantee that the Company will be
	able to secure any additional funding or be able to secure
	funding on favourable terms.
	Any additional equity financing will dilute the Company
	Shareholders, and debt financing, if available, may involve
	restrictions on financing and operating activities.
	Should the Company not be able to raise additional funding,
	whatever the reason, its plans may not be able to be
	implemented, or may be deferred or modified.
Tenement tenure	Nineteen of the Tenements are granted and three are under	Section
and renewal risk	application. There can be no assurance that the pending	4.2(d)
	applications will be granted, or will be granted in their entirety.
	The Tenements are subject to periodic renewal, which is subject
	to compliance with the applicable mining legislation and
	regulations and the discretion of the relevant miningauthority.

Topic	Summary	More information
	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.
Third party risk	At law, the Company may be required to obtain the consent of and/or pay compensation to the holders of third party interests which overlay areas within the Tenements, including pastoral leases and other mining tenure in respect of exploration or mining activities on the Tenements. Any delays in respect of conflicting third party rights, delays in obtaining or failure to obtain necessary consents, or compensation obligations, may adversely impact the Company's ability to carry out exploration or mining activities within the affected areas.	Section 4.2(e)
Exploration and development risk	The Tenements are at various stages of exploration. There can be no assurances that exploration and development at the Company’s Projects, or any other projects that may be acquired by the Company in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.	Section 4.2(f)
Commodity pricing and exchange rate volatility risk	Fluctuations in commodity prices relevant to the Company may influence the exploration and development activity of the Company. If the Company achieves exploration success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Fluctuating commodity prices may impact the Company’s project development plans and activities, including its ability to fund those activities. The Company cannot provide any assurance as to the prices it will achieve for any mineral commodities it produces (if any).	Section 4.2(i)
Native Title and Aboriginal heritage risk	The Tenements are or may be subject to Native Title claims, or Native Title determinations, or may be subject to future Native Title applications (see the Solicitor's Report on Tenements in Schedule 2). This may preclude or delay granting of exploration and mining tenements or restrict the ability of the Company to explore, develop and/or commercialise the Tenements. Considerable expenses may be incurred in negotiating and resolving issues, including any compensation agreements reached in settlingwith Native Title holders or claimants with	Section 4.2(k)

Topic	Summary	More information
	rights over any of the mining tenements held or acquired by the Company.
COVID-19	The outbreak of COVID-19 continues to have a material effect on global economic markets. The Company’sShare price may be adversely affected by the economic uncertainty caused by COVID-19 and measures put in place by governments around the world. The Company's exploration activities may also be disrupted by the COVID-19 pandemic.	Section 4.3(j)
Directors, Related Party Interests and Substantial Holders
Who are the Directors?	The Board of the Company comprises: (a) Dr Bin Guo - Executive Chairman; (b) Dr Jason Berton – Independent Non-Executive Director; (c) Mr Simon Kidston – Independent Non-Executive Director; and (d) Mr Su Su – Independent Non-Executive Director. The profiles of each of the directors are set out in Section 5.	Section 5
What benefits are being paid to the Directors?	The Company has entered into an executive services agreement with Dr Bin Guo, the Executive Chairman. The Company has also executed Non-Executive Director letters of appointment with each of Dr Jason Berton, Mr Simon Kidston and Mr Su Su. The Directors are entitled to the remuneration and fees set out in the table below (subject to Shareholder approval for the maximum aggregate fee payable to the Non-Executive Directors): Director Remuneration Other benefits Dr Bin Guo $200,000 (exclusive of superannuation) Annual short term incentive payment, up to a maximum of 25% of remuneration (at Board discretion) The Executive is entitled to reimbursement for expenses properly incurred in carrying out duties. Dr Jason Berton $60,000 (exclusive of superannuation) No committee fees payable.	Section 5.3

Topic				Summary	Summary	Summary			More information

		Mr Simon Kidston		$60,000 (exclusive of superannuation)			Non-Executive Directors are entitled to reimbursement for reasonable expenses incurred.
		Mr Su Su		$60,000 (exclusive of superannuation)
What interests do Directors and the CFO/Company Secretary have in the Securities of the Company?	The Directors and the CFO/Company Secretary hold a relevant interest in the following securities of the Company as at the date of this Prospectus. Mr Simon Kidston and Mr Robert Lees have indicated that they intend to apply for Shares under the Offer.								Section 5.4
			Shares		Director Options	Performance Rights		Percentage % Undiluted
	Dr Bin Guo1		42,500,000		2,000,000	600,000		74.56%
	Dr Jason Berton2		1,500,000		1,500,000	600,000		2.63%
	Mr Simon Kidston3		1,200,000		1,500,000	600,000		2.11%
	Mr Su Su		800,000		1,000,000	600,000		1.4%
	Mr Robert Lees4		300,000		nil	200,000		0.53%
	Notes: 1.. This includes securities held by Blue Pebble Capital Pty Ltd ACN 635 189 249 and Lithium Plus Pty Ltd ACN 625 593 799, related entities of Dr Guo. 2. This includes securities held by Orogen Investments Pty Ltd ACN 142 070 684, a related entity of Dr Berton. 3. This includes securities held by KFT Capital Pty Ltd ACN 101 966 910, a related entity of Mr Kidston. 4. This includes securities held by CoySec Services Pty Ltd ACN 050 035 099, a related entity of Mr Lees.
Has the Company entered into significant related party transactions?	The Company has entered into the following significant related party transactions since incorporation:  The Sale of Tenements Agreement with Lithium Plus Pty Ltd (refer to Section 6.5(a) for further details);  An Executive Services Agreement with Dr Bin Guo (refer to Section 6.5(d) for further details);  Letters of appointment with each of the Company's Non-Executive Directors,Dr Simon Kidston,Dr Jason								Section 6.5

Topic	Summary	Summary	Summary	Summary	More information
	Berton and Mr Su Su (refer to Section 6.5(e) for further details); and  Deeds of indemnity, insurance and access with each of the Directors and with Robert Lees (refer to Section 5.4(d)). Details of material contracts are set out in Section 6.5.
Who will be the substantial holders of the Company following completion of the Offer?	The table below sets out the substantial holders of the Company as at the date of the Prospectus (ie. persons holding a relevant interest in 5% or more of the Shares on issue), and those that are expected to be substantial holders on completion of the Offer (on an undiluted basis), based on information available at the time of this Prospectus.				Section 6.11
	Shareholder	As at the date of this Prospectus	On completion of the Offer
			Minimum Subscription	Maximum Subscription
	Dr Bin Guo1	74.56%	47.75%	43.81%
	Suzhou CATH Energy Technologies Co Ltd	0%	9.89%	9.07%
	Note: 1. The Shares are held under Blue Pebble Capital Pty Ltd and Lithium Plus Pty Ltd, entities controlled by Dr Bin Guo.
What fees are payable to the Lead Manager?	Pursuant to the Lead Manager Mandate, the Lead Manager is entitled to:  a capital raising fee of 4% of gross proceeds received under the Offer (excluding any investment proposed by Suzhou CATH Energy Technologies Co. Ltd or its nominee or related parties); and  a management fee of 2% of gross proceeds received under the Offer, being $392,000 on the basis of a Minimum Subscription or $512,000 on the basis of a Maximum Subscription). The Lead Manager will also receive 4,000,000 Broker Options exercisable at $0.3125 (being a 25% premium to the Offer Price) and expiring three years from the date that the Company is admitted to the Official List of the ASX.				Section 6.5(c)

What is the Offer?	What is the Offer?	What is the Offer?
What is the Offer?	This Prospectus relates to an initial public offering of a minimum of 32,000,000 and a maximum of 40,000,000 fully-paid ordinary shares at $0.25 per share to raise a minimum of $8,000,000 and a maximum of $10,000,000 (before costs of the Offer).	Section 1.1
What is the minimum subscription amount under the Offer?	The Offer is conditional on the Minimum Subscription of $8,000,000 being raised.	Section 1.11
Will the Shares be quoted?	The Company will apply to the ASX for its admission to the official list and quotation of Shares on the ASX within seven days of the date of this Prospectus. The Company's ASX code is expected to be LPM.	Section 1.10
What is the purpose of the Offer?	The purpose of the Offer is to: (a) provide additional funding for the Company to undertake exploration and development activities on the Tenements, working capital and ongoing corporate and incidental costs (including the costs of the Offer); (b) provide a liquid market for the Company’s Shares; (c) give the Company the benefits of an increased profile that arises from being listed; and (d) provide the Company with additional financial flexibility and access to capital markets, to assist in pursuing its business strategy and objectives.	Sections 2.7 and 2.8
What are the conditions of the Offer?	Completion of the Offer is subject to: (a) the Company raising the Minimum Subscription (before costs of the Offer); and (b) ASX approving the Company’s application for admission to the Official List and the Company receiving conditional approval for Official Quotation of the Shares. In the event the conditions are not met, the Offer will not proceed and, in accordance with the Corporations Act, the Companywill return all application moneywithout interest.	Section 1.3
Is there a cornerstone investor?	Suzhou CATH Energy Technologies Co Ltd (CATH) has agreed to subscribe for 8,800,000 Shares under the Offer to raise $2,200,000. CATH is a private investment entity jointly owned by Contemporary Amperex Technology Co. Ltd (CATL) and Mr Pei Zhenhua. CATL is a global leader in lithium-ion battery development and manufacturing. Mr Pei Zhenhua also holds a significant interest in Suzhou TA&A Ultra Clean Technology	Section 1.5

	Co., Ltd, which is the holding company for Yibin Tianyi Lithium Industry Co. Ltd, one of China’s largest lithium converters. CATH has paid $2,200,000 to the Company, and the Company holds this amount on trust pending completion of the Offer. If the Offer does not complete by 30 September 2022, the Company must refund the subscription amount to CATH.
Are there any escrow arrangements?	Shares issued under the Offer will not be subject to escrow. On Admission, 52,381,800 Shares, 6,000,000 Director Options, 4,000,000 Broker Options and 2,600,000 Performance Rights will be subject to mandatory escrow under the ASX Listing Rules. Refer to section 1.12 for further detail.	Section 1.12
What is the Offer Period?	The Indicative Timetable is set out on page 6 of this Prospectus.	Indicative Timetable, page 6
Is the Offer underwritten?	The Offer is not underwritten.	Section 1.13
Can the Offer be withdrawn?	The Offer may be withdrawn at any time before the issue and allotment of Shares to successful Applicants. If the Offer does not proceed, the Company will return all application monies (without interest) in accordance with applicable laws.	Section 1.15
Additional information
Will the Company be adequately funded after completion of the Offer?	The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. There can, however, be no assurance that its future objectives can be met without further financing or, if additional financing is necessary, that financing can be obtained on favourable terms or at all	Section 2.8
What rights and liabilities attach to the Securities on issue?	Details of the rights and liabilities attaching to the Company’s securities (comprising Shares, Options and Performance Rights) are set out in Section 6.3, 6.8, 6.9 and 6.10.	Section 6.3, 6.8, 6.9 and 6.10
How do I apply for Shares under the Offer?	Applications for Shares under the Offer must be made by completing the relevant Application Form attached to this Prospectus in accordance with the instructions set out in the Application Form, or by using the online Application Form by following the instructions at https://investor.automic.com.au/#/ipo/lithiumplusminerals.	Application Form, Schedule 5
What is the allocation policy?	The allocation of Shares under the Offer will be determined by the Directors, in consultation with the Lead Manager, at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward.	Section 1.7

	There is no assurance that any Applicant (other than CATH) will be allocated any Shares, or the number of Shares for which the Applicant has applied. The Company reserves the right to reject any Application or issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus application monies will be refunded in full (without interest) as soon as reasonably practicable after the Closing Date. The allocation of Shares will be influenced by the following factors: (a) the number of Shares applied for; (b) the overall level of demand for the Offer; (c) the desire for a spread of investors, including Institutional Investors and (d) the desire for an informed and active market for trading Shares following completion of the Offer. It is the responsibility for Applicants to determine their allocation prior to trading in the Shares issued under the Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.
When will I receive confirmation that my Application has been successful?	It is expected that holding statements will be sent to successful applicants on or about Thursday 14 April 2022.
What is the Company's dividend policy?	The Company anticipates that significant expenditure will be incurred in the evaluation and development of the 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.	Section 2.9
How can I find out more about the Prospectus or the Offer?	You can find further information by: (a) speaking to your stockbroker, solicitor, accountant or other independent professional adviser; (b) visiting the Company’s website,; or (c) contacting the Company on +61 2 8029 0666.	Section 1.16

1. DETAILS OF THE OFFER

1.1 The Offer

The Company is inviting investors to apply for Shares at an issue price of $0.25 per Share, to raise a minimum of $8,000,000 ( Minimum Subscription ) and a maximum of $10,000,000 ( Maximum Subscription ).

The Offer is open to Australian resident investors and Institutional Investors in Australia and certain other jurisdictions who have received a firm allocation from a Broker to apply for Shares under the Prospectus. While the Lead Manager and the Company reserve the right to accept applications from the general public, there is no general public offer under this Prospectus.

The Shares offered by this Prospectus will be issued as fully paid shares and, when issued, will rank equally in all respects with the existing Shares, as further described in Section 6.3.

1.2 Purpose of the Offer

The purpose of the Offer is to:

(a) raise a minimum of $8,000,000 and a maximum of $10,000,000 to provide the Company with additional funding for:
(i) the proposed exploration program at the Projects (refer to Section 2.6 for further details):
(ii) considering acquisition opportunities that may be presented to the Board from time to time; and
(iii) the Company’s working capital requirements and ongoing corporate and incidental costs (including the costs of the Offer);
(b) provide a liquid market for the Company’s Shares;
(c) give the Company the benefits of an increased profile that arises from being listed; and
(d) provide the Company with additional financial flexibility and access to capital markets, to assist in pursuing its business strategy and objectives.

The Company intends to apply the funds raised under the Offer, together with existing cash reserves, in the manner detailed in Section 2.7.

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives.

1.3 Conditions of the Offer

Completion of the Offer under this Prospectus is subject to:

(a) the Company raising the Minimum Subscription (before costs of the Offer); and
(b) ASX approving the Company’s application for admission to the Official List and the Company receiving conditional approval for Official Quotation of the Shares.

In the event the conditions are not met, the Offer will not proceed and, in accordance with the Corporations Act, the Company will return all application money without interest.

1.4 Capital structure following completion of the Offer

The following tables show the existing capital structure, and the proposed capital structure following completion of the Offer.

(a) Shares

	Minimum Subscription	Maximum Subscription
Existing ordinary shares on issue at the date of this Prospectus	57,000,000	57,000,000
Shares proposed to be issued under this Prospectus	32,000,000	40,000,000
Total ordinary shares on issue after completion of the Offer	89,000,000	97,000,000

(b) Options

	Number
Director Options on issue at the date of this Prospectus	6,000,000
Broker Options to be issued upon completion of the Offer	4,000,000
Total Options on issue after completion of the Offer	10,000,000

(c) Performance Rights

	Number
Performance Rights on issue at the date of this Prospectus	2,600,000
Performance Rights to be issued pursuant to the Offer	nil
Total Performance Rights on issue after completion of the Offer	2,600,000

1.5 Issue of Shares to cornerstone investor

Pursuant to a Share Subscription Agreement dated 8 February 2022, Suzhou CATH Energy Technologies Co Ltd ( CATH ) has agreed to subscribe for 8,800,000 Shares under the Offer to raise $2,200,000. The Share Subscription Agreement is summarised in section 6.5(a).

CATH is a private investment entity jointly owned by Contemporary Amperex Technology Co. Ltd ( CATL ) and Mr Pei Zhenhua. CATL is a global leader in lithium-ion battery development and manufacturing. Mr Pei Zhenhua also holds a significant interest in Suzhou TA&A Ultra Clean Technology Co., Ltd, which is the holding company for Yibin Tianyi Lithium Industry Co.Ltd, one of China’s largest lithium converters.

CATH has paid $2,200,000 to the Company, and the Company holds this amount on trust pending completion of the Offer. If the Offer does not complete by 30 September 2022, the Company must refund the subscription amount to the CATH.

1.6 How to apply for Shares

Applications for Shares under the Offer must be made by using the Application Form accompanying this Prospectus, or by using the online Application Form.

If using the Application Form accompanying this Prospectus, it must be completed and submitted in accordance with the instructions set out on the form. Completed Application Forms and accompanying cheques, made payable to “Lithium Plus Minerals Limited” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Application Form, and must be received no later than the Closing Date.

An application for Shares can be made using the online Application Form by following the instructions at https://investor.automic.com.au/#/ipo/lithiumplusminerals and completing a BPAY® or Electronic Funds Transfer ( EFT ) payment.

No brokerage or stamp duty is payable on the issue of the Shares.

The Company will accept applications from 9am (AEST) on Wednesday 23 March 2022 until 5pm (AEST) on Tuesday 29 March 2022 or any other date the Directors in their absolute discretion determine after consultation with the Lead Manager.

The Company may elect to extend the Offer or any part of it, or to accept late applications in particular cases or generally. The Offer, or any part of it, may be closed at an earlier date or time without notice, or your Broker may impose an earlier closing date. Applicants are therefore encouraged to submit their Application Forms as soon as possible.

To the extent permitted by law, an application by an Applicant under the Offer is irrevocable.

1.7 Allocation policy

The Directors will determine the allocation of Shares in consultation with the Lead Manager, with a view to ensure an appropriate Shareholder base for the Company going forward. The Directors' decision as to which investors are issued less than the number of Shares applied for and the number of Shares to be issued to those investors, is final. There is no assurance that any Applicant (other than CATH) will be allocated any Shares, or the number of Shares for which the Applicant has applied. The Company reserves the right to reject any Application or issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus application monies will be refunded in full (without interest) as soon as reasonably practicable after the Closing Date.

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

(a) the number of Shares applied for;
(b) the overall level of demand for the Offer;
(c) the desire for a spread of investors, including Institutional Investors and
(d) the desire for an informed and active market for trading Shares following completion of the Offer.

It is the responsibility for Applicants to determine their allocation prior to trading in the Shares issued under the Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

1.8 Application of money held in trust

All application money received for the Shares offered by this Prospectus will be held in trust in a bank account maintained solely for the purpose of depositing application money received under this Prospectus until the conditions of the Offer are met and the Shares are issued. All application money will be returned (without interest) if the Offer does not complete.

Investors who are issued less than the number of Shares applied for will receive a refund cheque for the relevant amount of application money (without interest) as soon as practicable after the Closing Date.

1.9 Issue of Shares

The Company expects to issue the Shares on Wednesday 13 April 2022.

The Company will apply to participate in CHESS and will comply with the ASX Listing Rules and ASX Settlement Operating Rules. CHESS is an electronic transfer and settlement system for transactions in securities quoted on the ASX under which transfers are effected in electronic form. Following completion of the Offer, Shareholders will be sent a holding statement that sets out the number of Shares that have been allocated to them. Share certificates will not be issued.

The statements will set out the number of existing Shares (where applicable) and the number of new Shares allotted under this Prospectus and provide details of a Shareholder's holder identification number (HIN) for CHESS holders or, where applicable, the Shareholder reference number (SRN) issuer sponsored holders. Updated holding statements will also be sent to each Shareholder at the end of each month in which there is a transaction on their holding, as required by the Listing Rules.

1.10 ASX quotation

The Company will apply to ASX for its admission to the Official List and for quotation of its Shares within seven days after the date of this Prospectus. If the Shares offered by this Prospectus are not admitted to quotation within three months after the date of this Prospectus (or any longer period permitted by law) the Company will repay, as soon as practicable, without interest, all application money received under this Prospectus.

Subject to approval being granted by ASX, it is expected that the quotation and trading of Shares issued under the Offer will commence on the market operated by ASX on Tuesday 26 April 2022.

Investors who sell Shares before they receive their holding statements do so at their own risk. The Company, the Share Registry and the Lead Manager disclaim all liability in tort (including negligence), statute or otherwise where persons trade Shares before receiving their holding statements.

The admission of the Company to the Official List and the quotation of its Shares is not to be taken in any way as an indication of the merits of the Company or the Shares offered for subscription under the Offer. The ASX takes no responsibility for the contents of this Prospectus.

1.11 Selling Restrictions

(a) General

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

The distribution of this Prospectus within jurisdictions outside of Australia may be restricted by law and persons into whose possession this Prospectus comes should inform themselves

about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws.

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

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The completion or return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such law and that all necessary approvals and consents have been obtained.

(b) People's Republic of China (PRC)

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

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

(c)

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO ). Accordingly, this document may not be distributed, and the Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

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

(d) New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act ).

The Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

(e) Singapore

This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the SFA ) or another exemption under the SFA.

This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

(f) United Kingdom

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

The Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

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

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

1.12 Restricted securities and escrow arrangements

Certain securities issued by the Company prior to or upon completion of the Offer are subject to the restricted securities provisions of the Listing Rules ( Restricted Securities ). Restricted Securities must be held in escrow for up to 24 months and cannot be sold, mortgaged, pledged, assigned or transferred for that period without the prior approval of ASX. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner.

None of the Shares issued pursuant to the Offer will be Restricted Securities.

Prior to the Company's Shares being quoted on the ASX, the Company will enter into escrow agreements with certain recipients of the Restricted Securities in accordance with Chapter 9 of the Listing Rules. As at the date of this Prospectus the Company expects:

6,030,000 Shares to be subject to up to 12 months escrow as from the date of subscription for those Shares.
46,351,800 Shares to be subject to 24 months escrow as from the date of listing of the Company on ASX.
6,000,000 Director Options and 4,000,000 Broker Options to be subject to 24 months escrow as from the date of listing of the Company on ASX.
2,600,000 Performance Rights to be subject to 24 months escrow as from the date of listing of the Company on ASX.

The Company anticipates that upon Admission 52,381,800 Shares will be classified as Restricted Securities by ASX, which comprises 58.86% of the issued share capital on a Minimum Subscription, and 54% of the issued share capital on a Maximum Subscription (on an undiluted basis). The free float at the time of listing will not be less than 20%.

1.13 Underwriting

The Offer is not underwritten.

1.14 Taxation implications

The Directors consider that it is not appropriate to give investors advice regarding the taxation consequences of subscribing for Shares under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any taxation consequences. Investors should consult their own professional tax advisers in connection with subscribing for Shares under this Prospectus.

1.15 Withdrawal of the Offer

The Offer may be withdrawn at any time before the issue and allotment of Shares to successful Applicants. If the Offer does not proceed, the Company will return all application monies (without interest) in accordance with applicable laws.

1.16 Enquiries

Enquiries concerning the Application Form or relating to this Prospectus and the Offer should be directed to your Broker in the first instance, or you can contact the Company by telephone on +61 2 8029 0666, or email the Company at [email protected].

If you are unclear in relation to any matter or are uncertain as to whether Lithium Plus Minerals is a suitable investment for you, you should seek professional guidance from your accountant, financial advisor, tax advisor, broker, lawyer or other professional adviser before deciding whether to invest in the Shares.

2. OVERVIEW OF LITHIUM PLUS MINERALS

2.1 Company Overview

The Company was incorporated on 10 September 2021 to acquire and develop lithium projects. The Company has nineteen confirmed Tenements located in the Northern Territory, Australia, which cover a portfolio of two Projects across 1,575 km[2] as shown in Figure 2.1.

(a) in the Bynoe Project, the Bynoe and Wingate sub-Projects; and
(b) in the Arunta Project, the Barrow Creek, Spotted Wonder and Moonlight sub-Projects.

Three further Tenements in connection with the Bynoe sub-Project are currently under application.

The Tenements were acquired from Lithium Plus Pty Ltd, a company related to Dr Bin Guo, in December 2021. Further detail is provided in section 5.6. Lithium Plus Pty Ltd acquired the Tenements from subsidiaries of Kingston Resources Limited (ASX: KSN) ( Kingston ) for $1,800,000 on 31 August 2018.

Figure 2.1: Lithium Plus’s Northern Territory project localities.

==> picture [291 x 410] intentionally omitted <==

2.2 Overview of the Projects

The Projects are located in the Northern Territory and comprise the:

(a) Bynoe Project – covers the Bynoe and Wingate sub-Projects which comprises 12 granted exploration licences ( EL ) (EL 31091, EL 31092, EL 31132, EL 31133, EL 31150, EL 31151, EL 31200, EL 31206, EL 31207, EL 31419, EL 31485, EL 32204) covering a combined area of approximately 490 km[2] and a further 3 EL applications ( ELA ) (ELA 31134, ELA 31136 and ELA 31205) covering a combined area of 117 km[2] . The tenure is located in the Bynoe Pegmatite Field (BPF) which is considered to be prospective for lithium and gold.
(b) Arunta Project – which covers the Barrow Creek, Moonlight and Spotted Wonder subProjects which comprises 7 granted ELs (EL 31138, EL 31148, EL 31212, EL 31214, EL 31242, EL 31285, EL 31553) covering a combined area of approximately 1,086 km[2] . The tenure is located within the Barrow Creek Pegmatite Field and the Alcoota Pegmatite Region and is considered to be prospective for lithium.

Further details regarding the tenements comprising the Projects (Tenement) are set out below:

Tenement Number	Project	Area	Grant Date	Expiry Date	Area (Km2)
EL31091	Bynoe	Charlotte	2016-08-25	2022-08-24	15.3
EL31092	Bynoe	West Arm	2016-08-25	2022-08-24	17.88

EL31132	Bynoe	Wingate North	2016-12-07	2022-12-06	193.25
EL31133	Bynoe	Bynoe North A	2016-09-19	2022-09-18	22.85
EL31150	Bynoe	Bynoe South D	2016-09-19	2022-09-18	2.91
EL31151	Bynoe	Bynoe South A	2016-09-19	2022-09-18	25.84
EL31200	Bynoe	Bynoe SW A	2016-09-19	2022-09-18	53.99
EL31206	Bynoe	Bynoe SW BB	2016-09-19	2022-09-18	29.55
EL31207	Bynoe	Bynoe SW BC	2016-09-19	2022-09-18	19.31
EL31419	Bynoe	Main 1	2017-07-13	2023-07-12	93.68

EL31485	Bynoe	Main 2	2017-08-07	2023-08-06	13.97
EL32204	Bynoe	Fog Bay Road	2021-04-26	2027-04-25	1.71
EL31134	Bynoe	LP Road	Under Application	N/A	12.69
EL31136	Bynoe	Bynoe South C	Under Application	N/A	76.69
EL31205	Bynoe	Bynoe SW BA	Under Application	N/A	27.27

Tenement Number	Project	Area	Grant Date	Expiry Date	Area (Km2)
EL31138	Arunta	Spotted Wonder	2016-10-03	2022-10-02	73.01
EL31148	Arunta	Barrow Creek A	2016-10-03	2022-10-02	172.72
EL31212	Arunta	Bundey	2016-10-10	2022-10-09	344.02
EL31214	Arunta	Powell	2016-10-10	2022-10-09	107.4
EL31242	Arunta	Barrow Creek NW	2016-10-03	2022-10-02	236.29
EL31285	Arunta	Eco Dam	2016-12-07	2022-12-06	130.07
EL31553	Arunta	East Delmore	2018-01-10	2024-01-09	22.23

A comprehensive summary of the geology, historical and current mining and exploration relevant to the Bynoe and Arunta Projects is contained in the Independent Geologist’s Report in Schedule 2. A comprehensive summary of the status of the Tenements can be found in the Solicitor’s Report on Tenements inSchedule 2.

2.3 The Bynoe Project (NT) – 100%

(a) Location and Access

The Bynoe Project is centred on the town of Bynoe, approximately 100km south-southwest from territory capital of Darwin, Bynoe tenements can be accessed by road from Darwin via the Stuart Highway and then west along sealed Cox Peninsula, Fog Bay Road and Litchfield Park Road. The southern Bynoe tenements can be accessed through the Stuart Highway and west along the sealed Batchelor Road, Rum Jungle Road and Litchfield Park Road which traverses the northern section of the Litchfield National Park.

The Wingate tenement lies 110km south of Bynoe within the southern Litchfield pegmatite field, the tenements can be accessed via the Stuart Highway via unsealed roads and station tracks.

(b) Geology and Mineralisation

The Bynoe Project is geologically centred around the Bynoe Pegmatite Field ( BPF ) which has a long history of artisanal and small-scale mining of tin and tantalum. Since 2016 exploration activities in the area have largely focused on the discovery of economic lithium mineralisation hosted in pegmatites. The Bynoe pegmatites are lithium-caesium-tantalum ( LCT )-bearing type that evolved from the S-type Two Sisters Granite approximately 1850 million years ago. The Two Sisters Granite was emplaced into the overlying turbiditic Burrell Creek Formation under conditions favourable for the development and injection of volatilerich structurally controlled pegmatites. The pegmatites range from narrow ‘veins’ to broad lozenge-shaped bodies up to 500m long and 60m wide, generally trending north-northeast, parallel to regional fabric. They are expressed at surface as highly weathered clay-quartz (smectite-kaolinite) saprolite, close to the Cenozoic weathering surface.

Figure 2.2: Lithium Plus’s Bynoe Project and neighbouring Core Lithium’s mine development (Finnis Project)

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The Bynoe Project area was originally staked to target Lithium-Caesium-Tantalum (LCT) type pegmatites sourced from the Two Sisters Granite. The lithium potential of the Bynoe Pegmatite field is well-known due to the success of Core Lithium Ltd, an ASX listed company (ASX: CXO) ( Core Lithium ), which has a JORC 2012 Resource of 14.7Mt @ 1.32% Li2O and Reserves of 7.4Mt @ 1.3% Li2O, (as of 26[th] July 2021) and has commenced mine construction of its 100% owned Finniss Project located in Bynoe, Northern Territory (Figure 2.2).

Figure 2.3: Location of Min, Cai North, Cai, SW Cai and Bao Prospects and Interpreted pegmatite trends – Bynoe Project

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(c) Exploration History and Prospectivity

The Bynoe district has historical exploration and production dating back to 1886 when tin was discovered, and a series of small mines were worked intermittently until the 1920s.

In the early 1980s, the Bynoe Pegmatite field was reactivated during a period of high tantalum prices by Greenbushes Tin which owned and operated the Greenbushes Tin and Tantalite (and later spodumene) Mine in Western Australia. Greenbushes Tin entered into a joint venture, named the Bynoe Joint Venture with Barbara Mining Corporation, a subsidiary of Bayer AG of Germany. Greenex (the exploration arm of Greenbushes Tin) explored the Bynoe pegmatite field between 1980 and 1990 and produced tin and tantalite from its Observation Hill Treatment Plant between 1986 and 1988. They then tributed the project out to a company named Fieldcorp Pty Ltd who operated it between 1991 and 1995.

Despite the historic Sn-Ta production dating over a 100 year period, it was not until mid2016 that exploration companies recognized the Bynoe Pegmatite Field as a potentially world-class lithium district and the classification of the pegmatites as – ‘LCT’ (lithiumcaesium-tantalum).

The lack of recognition of the Li potential by previous explorers is due to little evidence of the lithium-bearing mineral spodumene at the 100-odd historic Sn-Ta prospects. This is due to the weathering and ‘leaching’ of the Li-bearing minerals near surface and remnant subeconomic grades. Local occurrences of the Li-phosphate mineral amblygonite and Li-bearing micas were recognised during the main phase of Sn-Ta exploitation in the 1980s, however exploration and development continued to operate in the near-surface environment on a small scale.

In 2016, Core Lithium completed deeper (>100m) RC and diamond core drilling intersecting fresh pegmatite returning economic ore grade Li2O over significant widths. Follow-up exploration by Core Lithium has demonstrated the high quality of the pegmatites, and district scale exploration has returned exploration focus on a significant number of mapped pegmatites that have been untested due to apparent low Sn and Ta grades.

With a new exploration focus within the area, in 2016 Kingston acquired 8 Exploration Licences (Bynoe Project). Initial exploration activities through rock chip and soil sampling identified several pegmatites targets (Cai, Lei, Bao, Liana and Min)(Figure 2.3)

In 2017, Kingston completed 45 RC holes for 4,507 (9 RC holes at Lei), 29 RC holes at Cai, 5 RC holes at Bao and 2 RC holes at Liana) targeting shallow (<70m vertical depth) intercepts into pegmatite occurrences which lie within the deep weathering profile.

Most of the drilling was focused on lithium perspectivity within EL31133. The drilling at the Lei prospect intersected lithium mineralisation, with a best result of 12 m at 1.43% Li2O in hole KBRC024 as shown in Figure 2.4. The Lei prospect is located along strike, 2,000m to the south-southwest of Core Lithium’s BP33 prospect (Current Resource of 3.24Mt @ 1.51% Li2O).

In additional to the RC drilling, Kingston conducted additional field work and subsequent surveys using deep ground penetrating radar ( DGPR ) technology to image the sub-surface pegmatite bodies. The survey work suggested that the host pegmatite at Lei prospect has a north easterly strike extending the potential strike of the Lei pegmatite up to 500m. The DGPR surveys also indicate that there is significant prospectivity for additional pegmatites. Notably, multiple sub-parallel striking pegmatite targets were delineated immediately further east. These additional targets remain untested.

The Cai Prospect comprises a number of sub prospects defined by strong lithium-in-soil anomalism centred upon minor historical workings and small isolated pegmatite outcrops which extends in a north-south direction for about 1km. This includes the Cai, SW Cai and Cai North prospects. The main Cai prospect was tested by drilling 29 RC drill-holes in 2017 by Kingston, however based on sub-economic grades of Li intersected (similar in nature to the shallow grades returned at the Lei Prospect), and the depth of the weathering profile indicated in the DGPR data, Lithium Plus Minerals suspect the historical drilling at Cai was probably too shallow and only intersected weathered pegmatite where lithium is likely to be depleted. Future drilling needs to penetrate below the weathering profile to test the fresh rock lithium potential in line with the Lei Prospect.

Figure 2.4: Simplified geology (left) and interpreted DGPR section (right) at the Lei Prospect

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(d) Proposed Exploration

Lithium Plus Minerals' primary objective at the Bynoe Project is to explore for, discover and plan development pathways for lithium resources. The area has only recently been the focus of lithium exploration and is therefore underexplored with an obvious lack of drilling in zones of known lithium mineralisation.

Lithium Plus Minerals has identified a number of advanced exploration prospects (Cai Prospects and Lei Prospect) generated through the current exploration programs, a series of early stage prospects defined by LCT-Type pegmatite occurrences in outcrop and associated Lithium-in-soil anomalism (Jenny’s, Jewellers, Perseverance, Liana, Bow, Min Prospects) and also has a large number of conceptual targets within the large tenement area. Lithium Plus Minerals propose to focus exploratory drilling programs on the advanced targets whilst conducting significant greenfields exploration over the conceptual targets to locate and rank new prospects.

Recent exploration by Core Lithium has mapped clear pathways to exploration success in the area. In many of the new discoveries, regional geochemical datasets and shallow drilling did not define the lithium deposits. The prospects have been defined through an understanding of the oxidised zone, conceptual structural targets tested and defined by Deep Ground Penetrating Radar techniques, and systematic RC and diamond drilling to return fresh pegmatite samples. The proposed exploration program allows for hyperspectral and geochemical programs followed by ground geophysics prior to drill testing.

2.4 The Arunta Project (NT) – 100%

(a) Location and Access

The Arunta Project (Figure 2.5) is divided into 3 focus areas (Spotted Wonder, Moonlight and Barrow Creek) located on pastoral land and is north-east of Alice Spring in central Australia in the Northern Territory.

The Spotted Wonder tenements comprise four contiguous tenements (EL’s 31138, 31285, 31212 and 31553) centred approximately 150km north-north-east of Alice Springs and can be accessed from Alice Springs north along the Stuart Highway then east along the Plenty Highway and north on the Delmore Downs road via the Delny Homestead.

The Moonlight tenement (EL 31214) is located approximately 200km north-east of Alice Springs and can be accessed from Alice Springs north along the Stuart Highway and then east on the Plenty Highway to the unsealed Indiana Homestead Road.

The Barrow Creek tenements comprise two tenements (EL 31242 and EL 31148) located approximately 300km north of Alice Springs and can be accessed along the Stuart Highway.

Figure 2.5. Lithium Plus’s Arunta projects nearby Alice Springs, NT.

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(b) Geology and Mineralisation

The Arunta projects are located within the Mesoproterozoic Aileron Province within the Arunta Region. The project area is located near the northern structural boundary of the Aileron Province with the Neoproterozoic Georgina Basin to the north. The Aileron Province is Proterozoic in age and has been poly deformed by a number of deformation events including the Alice Springs Orogeny.

The geology of the Spotted Wonder tenements is dominated by a Palaeoproterozoic aged granite in the southeast, i.e., the Mount Swan Granite which intrudes Palaeoproterozoic metamorphosed sequences of the Mopunga Group to the northwest.

The geology of the Moonlight tenements is dominated by Palaeoproterozoic aged sequences of the Harts Range Group. These sequences form a refolded arcuate structure swinging toward a more southerly strike to the south. These sequences have experienced high grade metamorphism and include rocks of gneiss and amphibolite type

The Barrow Creek tenements (EL31242 and EL31148) are dominated by the Early Proterozoic Illoquara Sandstone and Gwynne Sandstone (EL31242) and the Early Proterozoic aged Bean Tree Granite of the Barrow Creek Granite Complex, followed by the younger Late Proterozoic aged Central Mount Stuart Formation (Forster Member) to the west (EL31448). The tenure is located within the Barrow Creek Pegmatite Field. The field contains swarms of linear north–northwest-trending pegmatites intruding schists along a number of fractures typically exhibiting a shallow dip which contrasts with the steep-dipping regional trend. These pegmatites are generally poorly exposed, but where observed are described as quartz-orthoclase-muscovite-tourmaline, grading to quartz-muscovite, quartztourmaline, and singularly quartz or muscovite. Some of the pegmatites are banded, some weathering to kaolin, and unmetamorphosed. The pegmatites contain spodumene, niobium, tantalite, columbite, tapiolite, and cassiterite mineralisation.

The geology of the Moonlight tenure is dominated by Palaeoproterozoic aged sequences of the Harts Range Group. These sequences form a refolded arcuate structure swinging toward a more southerly strike to the south. These sequences have experienced high grade metamorphism and include rocks of gneiss and amphibolite type. The Moonlight project is within the Harts Range Pegmatite Field which includes some pegmatites containing elbaite, indicating lithium enrichment.

(c)

Exploration History and Prospectivity

The Barrow Creek and Spotted Wonder projects are in the northern Arunta pegmatite province, which contains many pegmatite fields and is prospective for lithium. Despite this the Arunta Project has a very limited history for lithium exploration. All three tenure areas have recorded prospects with evidence of artisanal small-scale mining of tantalum, tin and mica associated with exposed pegmatites that are inferred to have occurred around the mid-1900’s. There are no production records available.

Exploration for lithium commenced with the grant of the current tenure, with much of that exploration focus within the Spotted Wonder tenements.

Spotted Wonder

The Spotted Wonder tenements (EL’s 31138, 31285, 31212 and 31553, Figure 2.6) are centred on one of a number of pegmatite associated Ta-Sn fields within the Arunta and has evidence for historical Ta and Sn mining (prospecting pits) and costeaning but has received no previous lithium exploration prior to the current tenure

Early reconnaissance and infill geochemistry programs (rock chip and soil) (Kingston) identified two priority targets being Delmore and Tank Hill associated with elevated Li

anomalies in soil (>100 ppm Li, plus elevated Cs and Ta) associated with quartz blows, pegmatites outcrops and patches of quartz lag. The Delmore prosect consists of ~500m exposed WNW-striking very coarse-grained pegmatite shallowly dipping to the north. Rock chip sampling of exposed amblygonite mineralisation at Delmore has returned up to 10.2% Li2O in assay.

In late 2018, Lithium Plus Pty Ltd completed a 29-hole RC drilling program for 1,888 metres at the Delmore and Tankhill prospects (Figure 2.7). Thick (>30m) shallow-dipping pegmatites were intersected returning low to moderate lithium values (best result of 4m at 0.29% Li2O from 19m in SWRC011) but very high caesium and tantalum values common to LCT-type pegmatite geochemistry. As such, additional exploration work will be required to identify any potential for economic lithium mineralisation within an LCT-type pegmatite system.

Figure 2.6: Spotted Wonder Project Geology

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Figure 2.7: Delmore Prospect exploration drilling

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(d) Proposed Exploration

Lithium Plus Minerals' primary objective at the Arunta Project is to explore for, discover and plan development pathways for lithium resources. The area has only recently been the focus of lithium exploration and is therefore underexplored with an obvious lack of reliable exploration data in zones of known lithium mineralisation.

Lithium Plus Minerals has identified a number of early-stage prospects defined by LCT-Type pegmatite occurrences in outcrop and associated Lithium-in-soil anomalism or subeconomic shallow drill intersections (Spotted Wonder). Lithium Plus Minerals is also developing a large number of conceptual targets within the large tenement area that require ground truthing, mapping and surface geochemical programs requiring significant greenfields exploration over the conceptual targets to locate and rank new prospects.

The proposed exploration program allows for remotely sensed definition and targeting supported by ground based geological mapping and surface geochemical programs followed by ground geophysics prior to drill testing.

2.5 Business strategy and objectives of Lithium Plus Minerals

The Company’s principal business strategy is to continue the exploration activities commenced prior to seeking listing on the ASX and advance the Company’s project areas to delineation of a JORC compliant Mineral Resource (for lithium, with or without other mineralisation). Thereafter, the Company would look to accelerate the normal processes associated with mineral project development in order to bring one or more of the Company’s projects to a commercialisation decision.

There has been a considerable amount of prior exploration activity in and adjoining the Company’s project areas and the Company holds a significant amount of tenure with a similar geological setting to Core Lithium’s Finnis mine development. A number of prospects of the Company are directly along strike from Core Lithium’s BP33 deposit.. Over time, the Company may acquire additional exploration and mining tenements in the regions of its current projects and possibly elsewhere and in other jurisdictions.

Additional tenements may be acquired through application to regulatory authorities, purchase from vendors, joint ventures and the like. Similarly, the Company may reduce its exposure to its present exploration and mining tenements by relinquishment, sale or farm out. The Company may also, over time, diversify its mineral exploration activities into other mineral commodities and into other regions to those currently held by the Company.

The ultimate business objective of the Company is to deliver superior commercial returns to its shareholders through development, joint venture or sale of one or more of the Company’s project areas. In doing so, the Company seeks to support the emerging battery industry and to operate, at all levels, to the highest environmental, sustainability and environmental standards.

2.6 Exploration strategy of Lithium Plus Minerals

The Company’s principal exploration strategy is to utilise a suite of cost effective, technically robust processes to advance exploration activities at the Company’s project areas to undertake a planned work programs over a 2-year period based on the proposed exploration program and use of funds set out in Section 2.8 with the focus to test the Bynoe Project notably, exploration focus on the Lei prospect given the significant mineralisation intersected in RC drillhole KBRC024 in 2017 and further DGPR results indicate that the mineralised pegmatite at Lei has strike extent of up to 500m trending NNE into EL31092.

Project specifically, the Company will:

(a) Bynoe Project:

(i) undertake general exploration activities includes mapping, geochemistry, field work, geophysics (include DGPR) within the prospective project area; and
(ii) advance exploration within the Lei prospect to test for extensions to the known mineralisation and undertake further drilling campaigns (comprising both RC and diamond drilling) to infill the existing drilled position to possibly delineate a JORC compliant Mineral Resource.
(b) Arunta Project:
(i) undertake general exploration activities includes mapping, geochemistry, field work, geophysics (include DGPR) and initial drilling test program within the prospective project area.

2.7 Proposed exploration program and expenditures

Following listing, the Company’s core exploration focus will be on applying the exploration processes outlined in Section 2.6 above to the Company’s project areas. The table below outlines the activities to be undertaken at each project area, relative to the Minimum and Maximum Subscription.

Subject to the above, the following budgets are proposed which takes into account the proposed expense over the next 2 years to complete initial target identification, drill testing and Resource definition drilling. As budgeted below, the Company's exploration expenditure will exceed the minimum annual expenditure requirements for each of the granted exploration licences.

	Minimum Subscription ($8,000,000)	Minimum Subscription ($8,000,000)	Minimum Subscription ($8,000,000)	Maximum Subscription ($10,000,000)	Maximum Subscription ($10,000,000)	Maximum Subscription ($10,000,000)
		($8,000,000)
Activity	Year 1	Year 2	Total	Year 1	Year 2	Total
Access and Tenure	$165,000	$165,000	$330,000	$165,000	$165,000	$330,000
Desktop Review	$155,000	$165,000	$320,000	$155,000	$165,000	$320,000
Mapping and Geochemistry	$555,000	$680,000	$1,235,000	$555,000	$680,000	$1,235,000
Hyperspectral	$170,000	$65,000	$235,000	$170,000	$65,000	$235,000
Geophysics	$150,000	$130,000	$280,000	$150,000	$130,000	$280,000
Exploration Drilling	$600,000	$850,000	$1,450,000	$600,000	$850,000	$1,450,000
Resource Drilling	$0	$1,000,000	$1,000,000	$0	$3,000,000	$3,000,000
Total Exploration Budget	$1,795,000	$3,055,000	$4,850,000	$1,795,000	$5,055,000	$6,850,000

2.8 Proposed sources and use of funds

(a) Source of Funds

Following the completion of the Offer, it is anticipated that the following funds will be available to the Company:

Source of funds	Minimum Subscription	Maximum Subscription
Existing cash reserves at 31 January 2022	$340,258	$340,258
Proceeds from Offer (before costs of the Offer)	$8,000,000	$10,000,000
Total sources of funds1	$8,340,258	$10,340,258

Notes:

Note that this amount is calculated with reference to the existing cash reserves as at 31 January 2022. Any movements in the existing cash reserves between 31 January 2022 and completion of the Offer will change the anticipated total funds available.

(b) Use of funds

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

Use of funds	Minimum Subscription	Minimum Subscription	Maximum Subscription	Maximum Subscription
Activity	Amount $	%	Amount $	%
Exploration program and expenditures	$4,850,000	58.2%	$6,850,000	66.2%
Administration expenses2	$1,600,000	19.2%	$1,600,000	15.5%
Costs of Offer1.	$897,000	10.8%	$1,031,000	10%
Working Capital	$993,258	11.9%	$859,258	8.3%
Total sources of funds	$8,340,258	100%	$10,340,258	100%

Notes:

Refer to Section 6.7 for a detailed summary of the Offer costs.
Includes the operating lease commitments for the Level 6, 22 Pitt Street, NSW 2000 premise.

It is anticipated that the funds raised under the Offer will enable at least two years of full operations. It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend on the success or failure of the Project.

The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Project or to capitalise on acquisition opportunities in the resources sector. In the event the Company raises more than the Minimum Subscription of $8,000,000 under the Offer but less than the Maximum Subscription of $10,000,000, the additional funds raised will be first applied towards the expenses of the Offer and then proportionally to the other line items in the above table.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis. The directors consider that following completion of the 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 4.

2.9 Dividend Policy

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

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.

3. FINANCIAL INFORMATION

3.1 Introduction

The financial information contained in this Section 3 includes the historical financial information for Lithium Plus Minerals for the three months ended 30 November 2021 ( YTD Nov-21 ).

This Section 3 contains a summary of:

(i) the Historical Statutory Financial Information, comprising:
(A) the Lithium Plus Minerals unaudited Historical Statutory Statement of Profit or Loss and other Comprehensive Income for YTD Nov-21 ( Historical Statutory Income Statements );
(B) the Lithium Plus Minerals unaudited Historical Statutory Statement of Cash Flows for YTD Nov-21 ( Historical Statutory Statement of Cash Flows ); and
(C) the Lithium Plus Minerals unaudited Historical Statutory Statement of Financial Position as at 30 November 2021 ( Historical Statutory Statement of Financial Position ),

(together, the Historical Statutory Financial Information ); and

(ii) the Pro Forma Historical Statement of Financial Position, comprising:
(A) the Lithium Plus Minerals unaudited Pro forma Historical Statement of Financial Position as at 30 November 2021 ( Pro Forma Historical Statement of Financial Position ).

The Historical Statutory Financial Information and Pro Forma Historical Statement of Financial Position is together referred to as the Financial Information .

Lithium Plus Minerals has a 30 June financial year end.

In addition, Section 3 summarises:

(i) the basis of preparation and presentation of the Financial Information (see Section 3.2);
(ii) information regarding certain non-AIFRS financial measures (see Section 3.2(c));
(iii) the subsequent events and pro forma adjustments to the Historical Statutory Financial Information (see Section 3.5);
(iv) information regarding liquidity and capital resources (see Section 3.5(a));
(v) information regarding Lithium Plus Minerals' contractual obligations, commitments and contingent liabilities (see Section 3.5(b));
(vi) a description of Lithium Plus Minerals' critical accounting policies, set out in Schedule 4;
(vii) the Independent Limited Assurance Report, set out in Schedule 1; and
(viii) the indicative capital structure described in Section 1.4.

The information in Section 3 should also be read in conjunction with the risk factors set out in Section 4 and other information contained in this Prospectus.

All amounts disclosed in this Section 3 and Schedule 4 are presented in Australian dollars (AUD) and, unless otherwise noted, are rounded to the nearest thousand. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Any differences between totals and sums of components in figures or tables contained in this Prospectus are due to rounding.

3.2 Basis of preparation and presentation of the Financial Information

(a) Overview and preparation and presentation of the Historical Financial Information

The Directors are responsible for the preparation and presentation of the Financial Information.

The Financial Information included in this Prospectus is intended to present potential investors with information to assist them in understanding the underlying historical financial performance, cash flow and financial position of Lithium Plus Minerals.

Given the fact that Lithium Plus Minerals is in an early stage of development, there are significant uncertainties associated with forecasting the future revenues and expenses of the Company. On this basis, the Directors believe that there is no reasonable basis for the inclusion of financial forecasts in the Prospectus.

The Historical Statutory Financial Information has been prepared in accordance with the recognition and measurement principles of Australian equivalents to International Financial Reporting Standards ( IFRS ) issued by the Australian Accounting Standards Board. Following the listing, the Company will report under IFRS and report in AUD, which is its elected presentation currency. Lithium Plus Minerals' significant accounting policies are described in Schedule 4.

The Pro Forma Historical Statement of Financial Position has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards ( AAS ) and IFRS other than it includes certain adjustments which have been prepared in a manner consistent with AAS and IFRS, that reflect the impact of certain transactions as if they had occurred on or before 30 November 2021.

The Financial Information is presented in an abbreviated form and it does not include all of the presentation and disclosures, statements or comparative information required by AAS and IFRS and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

In addition to the Financial Information, Section 3 describes certain non-IFRS financial measures that Lithium Plus Minerals uses to manage and report on the business that are not defined under or recognised by AAS or IFRS.

Following the listing the Company will continue to report in AUD.

Independent Limited Assurance Report

The Financial Information (as defined above) has been reviewed by RSM Corporate Australia Pty Limited in accordance with the Australian Standard on Assurance Engagements ASAE 3450: “Ass urance Engagements involving Corporate Fundraisings and/or Prospective Financial Information” as stated in its Independent Limited Assurance Report set out in Schedule 1. Investors should note the scope and limitations of the Independent Limited Assurance Report.

(b) Preparation of the Financial Information

The Financial Information has been presented on both a statutory and a pro forma basis.

The Historical Statutory Financial Information for YTD Nov-21 has been derived from the unaudited financial statements of Lithium Plus Minerals. Lithium Plus Minerals was incorporated on 10 September 2021 as a public company and therefore has a limited operating history.

The Pro Forma Historical Statement of Financial Position has been prepared for the purpose of inclusion in this Prospectus. The Pro Forma Historical Statement of Financial Position has been derived from the unaudited Historical Statutory Financial Information of Lithium Plus Minerals as at 30 November 2021 and adjusted for the effects of the subsequent events and pro forma adjustments.

Section 3.5, Table 3.3 sets out the pro forma adjustments to the Historical Statutory Statement of Financial Position, and a reconciliation of the Historical Statutory Statement of Financial Position to the Pro Forma Historical Statement of Financial Position. Pro forma adjustments were made to the Historical Statutory Statement of Financial Position to reflect the impact of the Offer on Lithium Plus as if it had occurred as at 30 November 2021.

In preparing the Financial Information, Lithium Plus Minerals' accounting policies have been consistently applied throughout the periods presented.

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

Going Concern

The Financial Information has been prepared on a going concern basis, which contemplates continuity of normal business activities and realisation of assets and discharge of liabilities in the normal course of business.

The Directors believe that there are reasonable grounds that Lithium Plus Minerals will be able to continue as a going concern as a result of the proceeds raised from the Offer.

Accordingly, the Board of Directors believe that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial information.

(c) Explanation of certain non-IFRS financial measures

To assist in the evaluation of the performance of Lithium Plus Minerals, certain measures are used to report on the Company that are not recognised under AAS or IFRS. These measures are collectively referred in this Section 3 and under Regulatory Guide 230 Disclosing Non-IFRS Financial Information published by ASIC as “non-IFRS financial measures”. The principal non-IFRS financial measures that are referred to in this Prospectus are as follows:

Operating cash flow is EBITDA after the removal of non-cash items in EBITDA (e.g., share based payments) and changes in working capital. Lithium Plus Minerals uses operating cash flow to indicate the level of operating cash flow generated from EBITDA.

Potential investors should also refer to the description of the key financial terms set out in Section 3.3.

Although the Directors believe that these measures provide useful information about the financial performance of Lithium Plus Minerals, they should be considered as supplements to the income statement or cash flow statement measures that have been presented in

accordance with AAS and IFRS and not as a replacement for them. As these non-IFRS financial measures are not based on AAS or IFRS, they do not have standard definitions, and the way Lithium Plus Minerals has calculated these measures may differ from similarly titled measures used by other companies. Investors and readers of this Prospectus should therefore not place undue reliance on these non-IFRS financial measures.

3.3 Summary of the Historical Statutory Statement of Profit or Loss and other Comprehensive Income

Table 3.1 sets out the Lithium Plus Minerals unaudited Historical Statutory Statement of Profit or Loss and other Comprehensive Income for YTD Nov-21.

Table 3.1: Summary of the Historical Statutory Income Statement

	YTD Nov-
	21
$'000	Unaudited
Operating costs
Professional fees	(23)
Property expenses	(6)
Other expenses	(3)
NLBT	(32)
Income tax expense	-
NLAT	(32)

Description of the key financial terms

Set out below is a description of the key financial terms used in the presentation of the Historical Financial Information:

Professional fees relate to consulting fees paid to SRK Consulting (Australasia) Pty Ltd ($15,000) in relation to the geologist report, and the ASX and ASIC registration fees ($8,000);
Property expenses represents 2 months lease for the office located at Level 6, 22 Pitt Street, Sydney; and
Other expenses primarily includes the cost of website design, internet and other miscellaneous expenses.

3.4 Summary of the Historical Statutory Statement of Cash Flows

Table 3.2 sets out the unaudited Historical Statutory Statement of Cash Flows for YTD Nov-21.

Table 3.2: Summary of the Historical Statutory Statement of Cash Flows

	YTD Nov-
	21
$'000	Unaudited
Operating cash flows
Net loss before tax	(32)
Working capital movement:
Other receivables	(3)
Net operating cash outflows	(35)
Financing cash flows
Proceeds from the founders' shares issued	160
Proceeds from thepre IPO capital raisinground	915
Net financing cash inflows	1,075
Net cash movement	1,040
Cash at the beginningof the financialperiod	-
Cash at the end of the period	1,040

Management discussion and analysis of the historical cash flows

Lithium Plus Minerals is in the early stage of its business life cycle which requires accelerated investment to progress the stage of its exploration and development program. As such, historical operating cash flows have been financed through capital raisings.

Net operating cash outflows represents professional and other expenses incurred in YTD Nov-21.

YTD Nov-21 operating cash outflows have been funded by the proceeds from the founders’ shares ($160,000) and pre-IPO shareholders ($915,000).

3.5 Historical Statutory Statement of Financial Position and Pro Forma Historical Statement of Financial Position

Table 3.3 sets out the unaudited Historical Statutory Statement of Financial Position of Lithium Plus Minerals and the subsequent events and pro forma adjustments that have been made to prepare the Pro Forma Historical Statement of Financial Position.

The Pro Forma Historical Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of Lithium Plus Minerals' view of its financial position upon Completion of the Offer or at a future date. Further information on the sources and uses of funds of the Offer is contained in Section 2.8.

Table 3.3: Historical Statutory Statement of Financial Position and Pro Forma Historical

Statement of Financial Position as at 30 November 2021

As at 30-November-21 Lithium Plus Unaudited $'000	Minimum Maximum
	Pro forma Pro forma
Current assets
Cash and cash equivalents 1,040	7,659 9,525
Other receivables 3	393 402
Total current assets 1,044	8,052 9,926
Non current assets
Exploration and evaluation expenditure -	3,828 3,828
Total non current assets -	3,828 3,828
Total assets 1,044	11,880 13,754
Current liabilities
Proceeds from thepre IPO shareholders 915	- -
Total current liabilities 915	- -
Total liabilities 915	- -
Net assets 129	11,880 13,754
Equity
Issued capital 160	11,732 13,595
Share based payment reserve 1	520 520
Retained losses (32)	(373) (360)
Total equity 129	11,880 13,754

The following transactions and events had not occurred prior to 30 November 2021 but have taken place or will take place on or before the date the Shares are allotted. The pro forma financial information in this Section 3 assumes that they occurred on or before 30 November 2021:

In addition, the following subsequent events and pro forma transactions will take place pursuant to the Offer:

Subsequent events:

The issue of 36,000,000 shares to Lithium Plus Pty Ltd for the acquisition of the mineral assets amounting to $3,600,000 and cash paid for the associated stamp duty ($228,000); and
The issue of 9,950,000 ordinary shares at $0.10 to the pre-IPO shareholders, amounting to $995,000 in December 2021. Approximately $915,000 of these monies was received prior to 30 November 2021.

Pro forma transactions:

In relation to the Offer, the following transactions are expected to occur:

the completion of the Offer, raising between $8,000,000 (32,000,000 ordinary shares) ( Minimum Subscription ) and $10,000,000 (40,000,000 ordinary shares) ( Maximum Subscription ) at $0.25;
total expenses (cash and non-cash) associated with the Minimum Subscription amounting to $1,400,000, with $1,000,000 being capitalised and $365,000 being expensed and a GST credit of $29,000. Expenses associated with the Maximum Subscription amounting to $1,500,000, with $1,200,000 being capitalised, $352,000 being expensed and a GST credit of $38,000. As at 30 November 2021, offer costs amounting to $23,000 had been prepaid; and
4,000,000 Broker Options will be granted to the Lead Manager in relation to the IPO and are included as part of the total Offer costs above. The Broker Options have an exercise price of $0.3125 (a 25% premium to the IPO price), a term of 3 years and vest upon IPO. The Directors have valued the Options using the Black Scholes option valuation methodology and have a fair value of $0.13 per option. These Broker Options have a fair value of $519,000. Refer to section 6.5(c) for a summary of the Lead Manager Mandate and to section 6.7 for a detailed summary of the Offer costs.

Recognition of a deferred tax asset

A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty surrounding the flow of economic benefits that will flow in future periods.

Refer to Section 1.4 for a detailed summary of the capital structure.

Table 3.4: Pro forma capital structure

	No. of	Issued		Retained	Net
$'000	shares	capital	Reserves	losses	assets
As at 30 November 2021	11,050,000	160	1	(32)	129
Subsequent events:					-
Tenements acquired	36,000,000	3,600	-	-	3,600
Pre IPO capital raising	9,950,000	995	-	-	995
Pre IPO capital structure	57,000,000	4,755	1	(32)	4,724
Pro forma transactions in
relation to the minimum
offer
Public offer	32,000,000	8,000	-	-	8,000
Offer costs		(1,022)	519	(341)	(844)
Total(undiluted)	89,000,000	11,732	520	(373)	11,880
Incremental pro forma
transactions in relation to
maximum offer
Public offer	8,000,000	2,000	-	-	2,000
Offer costs		(138)	-	12	(125)
Total(undiluted)	97,000,000	13,595	520	(360)	13,754

(a) Liquidity and capital resources

Following Completion of the Offer, the Company will have cash of $7.7m on a pro forma basis as at 30 November 2021, largely arising from the Minimum Subscription.

The Company expects that it will have sufficient cash to meet its short and medium term operational requirements and other business needs.

(b) Contractual obligations, commitments and contingent liabilities

Lithium Plus Minerals commenced a 3 year operating lease agreement with Bastion Minerals Limited in October 2021 for the office located at Level 6, 22 Pitt Street, Sydney, NSW, 2000. The Company has no other operating or finance leases.

The Company has no contingent liabilities as at 30 November 2021.

3.6 Critical Accounting Policies

Preparing financial statements in accordance with AAS requires management to make judgements, estimates and assumptions about the application of accounting policies that affect the reported revenues and expenses, carrying values of assets and liabilities and the disclosure of contingent liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods. Judgements Lithium Plus Minerals has made in the application of AAS that have significant effect on the financial statements and estimates with a significant risk of material adjustments in the next financial year are disclosed, where applicable, in the relevant notes to the financial statements. The key areas in which critical estimates and judgements are applied are in respect of tax, as described in the significant accounting policies outlined in Schedule 4.

4. RISK FACTORS

4.1 General

The activities of the Company are subject to a number of risk factors which may affect the Company's future performance, financial condition and prospects. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However many are outside the control of the Company and cannot be mitigated.

This Section 4 describes certain risks associated with an investment in the Company. However, the risks described in this section are not exhaustive.

Prior to making an investment decision, prospective investors should carefully consider the following risk factors, as well as the other information contained in this Prospectus, having regard to your own investment objectives, financial circumstances and particular needs. If you do not understand any part of this Prospectus or are in any doubt as to whether to invest in the Company, you should seek professional advice from your accountant, financial adviser, broker, lawyer or other professional adviser.

4.2 Risks specific to the Company

(a) Limited operating history

The Company has limited operating history on which to evaluate its business and prospects, as it was incorporated in September 2021 and acquired the Tenements in December 2021. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by mineral exploration companies in the early stage of their development.

The previous owners of the Tenements have conducted exploration on the area of the Tenements (as described in Sections 2.3(c) and 2.4(c)). The Company has engaged key personnel with relevant expertise and experiences in the exploration and resource development industry to mitigate this risk (including Dr Bin Guo, the sole shareholder and director of Lithium Plus Pty Ltd).

(b) Future capital requirements and debt finance risk

Mineral exploration companies do not generally generate cash revenue. Accordingly the Company may be required to raise new equity capital or access debt funding. There can be no assurance as to the levels of future borrowings or further capital raisings that will be required to meet the aims of the Company to explore and develop the Company’s Projects or otherwise for the Company to undertake its business.

No assurance can be given that the Company will be able to procure sufficient funding at the relevant times on the terms acceptable to it. Any additional equity financing will dilute the Company Shareholders' interests, 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.

(c) Climate change risk

The activities and operations of the Company are subject to laws and regulations (and subject to any changes to them) related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage and other possible restraints on the mining industry that may adversely impact on the Company. There can be no guarantee that the Company will not be impacted by these matters. Climate change may also cause certain physical or environmental risks that cannot be predicted by the Company,

including increasing incidences of extreme weather events that would impact the Company’s operational risk – refer to 4.2(g).

(d) Tenement tenure and renewal risk

The Tenements are at various stages of application and grant: 19 tenements are granted and 3 are under application. There can be no assurance that the tenement applications that are currently pending will be granted, or will be granted in their entirety. At the date of this Prospectus, the Company has not been notified of any matter that would prevent any tenement application from being granted.

Sections 2.7 and 2.8 of this Prospectus set out the Company's proposed exploration activities and use of funds on granted Tenements only. Refer to the Solicitor’s Report on Tenements in Schedule 2 for further information on the Company’s tenement applications.

The Tenements are also subject to periodic renewal, which is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the Tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

(e) Third party risk

At law, the Company may be required to obtain the consent of and/or pay compensation to the holders of third party interests which overlay areas within the Tenements, including pastoral leases and other mining tenure in respect of exploration or mining activities on the Tenements.

Any delays in respect of conflicting third party rights, delays in obtaining or failure to obtain necessary consents, or compensation obligations, may adversely impact the Company's ability to carry out exploration or mining activities within the affected areas.

(f) Exploration and development risk

The Tenements are at various stages of exploration. Potential investors should understand that mineral exploration and development is a speculative and high risk undertaking that requires large amounts of expenditure over extended periods of time with no guarantee of revenue, and exploration success may be impeded by circumstances and factors beyond the control of the Company.

Success in exploration and development involves, amongst other things:

(i) discovery and proving up or acquiring economically recoverable resources or reserves;
(ii) access to adequate capital throughout the exploration, discovery and development phases;
(iii) securing and maintaining titles to mineral exploration projects and obtaining requisite approvals necessary for the exploration, development and mining phases; and
(iv) access to necessary experienced operational staff and contractual parties for the development of the Tenements.

There can be no assurances that exploration and development at the Company’s Projects, or any other projects that may be acquired by the Company in the future, will result in the discovery of mineral deposits which are capable of being exploited

economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.

Whether a mineral deposit will be commercially viable depends on a number of factors. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on tenements without receiving a return. There is no certainty that expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

In the event that exploration programs prove to be unsuccessful, this could lead to diminution in the value of the Company, a reduction in cash reserves of the Company and possible relinquishment of one or more exploration tenements.

(g) Operational risk

The operations of the Company may be affected by various factors that are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in exploration, development or mining, difficulties in commissioning and operating plant and equipment (including mechanical failure or plant breakdown), unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages, delays in procuring, or increases in the costs of

consumables, spare parts, or plant and equipment. These risks and hazards could also result in damage or destruction of production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. If they eventuate, these operational risk factors may have an adverse effect on the financial performance of the Company.

(h) Mineral Resources and Ore Reserves estimation risk

The Company has not reported a Mineral Resource at its owned Tenements, as it has identified a number of exploration prospects based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Whilst part of the exploration program is to undertake additional exploratory work with the aim of defining a maiden Mineral Resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a Mineral Resource is identified no assurance can be provided that this can be economically extracted to define an ore reserve. Mineral Resource estimates and exploration targets are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate.

(i) Commodity pricing and exchange rate volatility risk

Commodity prices are influenced by physical and investment demand. Fluctuations in commodity prices relevant to the Company may influence the exploration and development activity of the Company. If the Company achieves exploration success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Fluctuating commodity prices may impact the Company’s project development plans and activities, including its ability to fund those activities. The Company cannot provide any assurance as to the prices it will achieve for any mineral commodities it produces (if any). Any substantial decline in the price of those commodities or in transport or distribution costs may have a material adverse effect on the Company and the value of the Shares. Furthermore, international prices of various commodities are denominated in United States dollars,

whereas the capital raising pursuant to the Offer and expenditure of the Company are, and will be, taken into account in Australian dollars, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. The exchange rate is affected by numerous factors beyond the control of the Company, including international markets, interest rates, inflation and the general economic outlook.

(j) 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, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(k) Native Title and Aboriginal heritage risk

The Tenements are or may be subject to Native Title claims, or Native Title determinations, or may be subject to future Native Title applications (see the Solicitor's Report on Tenements in Schedule 2). This may preclude or delay granting of exploration and mining tenements or restrict the ability of the Company to explore, develop and/or commercialise the Tenements. Considerable expenses may be incurred in negotiating and resolving issues, including any compensation agreements reached in settling with Native Title holders or claimants with rights over any of the mining tenements held or acquired by the Company.

In addition, determined Native Title holders may seek compensation under the Native Title Act for the impacts of acts affecting native title rights and interests after the commencement of the Racial Discrimination Act 1975 (Cth) on 31 October 1975.

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 Schedule 2 of this Prospectus for further details.

(l) Environmental risk

The operations and proposed activities of the Company are subject to Northern Territory and Federal laws, regulations and permits concerning the environment. If such laws are breached or modified, the Company could be required to cease its operations and/or incur significant liabilities due to past or future activities.

As with most exploration operations, the Company’s activities are expected to have an impact on the environment. It is the Company’s intention to conduct its activities to an appropriate standard of environmental obligation, including in compliance in all material respects with relevant environmental laws. Nevertheless, there are certain risks inherent in the Company’s activities which could subject the Company to extensive liability. The cost and complexity in complying with the applicable environmental laws and regulations may affect the viability of potential developments of the Company's projects, and consequently the value of those projects, and the value of the Company's assets. It may be required for the Company to conduct baseline environmental studies prior to certain exploration or mining activities, so that environmental impact can be monitored and minimised wherever possible. Whilst the Company is not aware of any endangered species of flora or fauna in existence at the Tenements at the date of this Prospectus, only limited studies have been done to date, and such a discovery could prevent or delay exploration and mining activity in certain areas.

4.3 General risks

(a) Economic risks

General economic conditions, movements in interest and inflation rates, the prevailing global commodity prices and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, its ability to fund those activities, and the financial performance of the Company and the value of its assets.

(b)

Investment risk

There are a number of risks associated with any investment in securities. Factors affecting the price or value of the Company's securities may be unrelated to the Company's operating and financial performance and beyond the control of the Company. As such, the Company's securities may trade at prices above or below their issue price or the net asset value of the Company (on a pro-rata basis per security).

The market price of the 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. Further, share market conditions may affect the value of the Company's quoted Shares regardless of the Company's operating performance.

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c)

Liquidity risk

The Shares will be listed on ASX and will not be listed for trading on any other securities exchanges in Australia or elsewhere. There can be no guarantee that an active market will develop or continue, or that the market price of the Shares will increase. If a market does not develop or is not sustained, it may be difficult for investors to sell their Shares. If illiquidity arises, there is a real risk that Shareholders will be unable to realise their investment in the Company.

(d)

Force majeure risks

The Company's projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, subversive activities or sabotage, natural disasters and extreme weather conditions including fires, floods, other extreme weather events, industrial disasters, acts of war and terrorism or the outbreak or escalation of international hostilities and tensions, explosions or other catastrophes of various types.

(e) Changes in law, government policy and accounting standards risks

The Company's activities may be impacted by regulatory or other changes implemented by the Australian and Northern Territory Governments. A change in laws that impact on the Company's operations, such as land access, Native Title, environmental protection, carbon emissions, labour, mining, taxation and royalties, could have an adverse impact on the Company's operations. Mining industry activities are subject to discretionary regulations and approvals, the exercise of which cannot always be predicted.

Changes in accounting standards or the interpretation of those accounting standards that occur after the date of this Prospectus may impact adversely on the Lithium Plus Minerals' reported financial performance.

Any changes in government, monetary policies, taxation, accounting and other laws can have a significant impact on the Company's assets, operations and ultimately the financial performance of the Company and its Shares. Such changes are likely to be beyond the

control of the Company and may affect industry profitability as well as the Company's capacity to explore and mine.

The Company is not aware of any reviews or changes that would affect the Projects. However, changes in community attitudes on matters such as taxation, competition policy and environmental issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company's development plans or its rights and obligations in respect of its projects. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company.

(f)

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 now or in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on Lithium Plus Minerals' operations, financial performance and financial position.

The Company is not currently engaged in any litigation.

(g) Insurance risks

The Company intends to ensure that insurance is maintained within ranges of coverage the Company believes to be consistent with industry practice, having regard to the nature of the Company's activities. However, no assurance can be given that the Company will be able to obtain insurance cover for all material risks faced by the Company at reasonable rates or that the insurance cover it arranges will be adequate and available to cover any such claims.

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 against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(h) Taxation

Tax laws are subject to change periodically, as is their interpretation by the relevant courts and tax revenue authorities. Changes in tax law or changes in the way tax laws are interpreted may impact the level of tax that the Company is required to pay or collect, Shareholder returns, the level of dividend imputation or franking or the tax treatment of a Shareholder’s investment.

(i)

Unforeseen expenditure risk

The Company may be subject to significant unforeseen expenses or actions, which may include unplanned operating expenses, future legal actions or expenses in relation to future unforeseen events. The Directors expect that the Company will have adequate working capital to carry out its stated objectives however there is the risk that additional funds may be required to fund the Company's future objectives.

(j)

Infectious diseases (COVID-19)

The outbreak of the coronavirus disease (COVID-19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets.

The Company's Share price may be adversely affected by the economic uncertainty caused by COVID-19. Further measures to limit the transmission of the virus implemented by

governments around the world (such as travel bans and quarantining) may adversely impact the Company's operations and may interrupt the Company carrying out its contractual obligations or cause disruptions to supply chains.

5. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

5.1 Board of Directors

As at the date of this Prospectus, the Board comprises the following Directors:

(a) Dr Bin Guo - Executive Chairman

Dr Guo has more than 20 years of experience in the mining and financial industry. He has worked with SRK Consulting and CITIC Securities & Mining One Consultants, and has developed a wide range of technical and commercial knowledge. Dr Guo is the founder of Lithium Plus Pty Ltd, a lithium focused exploration and investment company, and was a non-executive director of North American Lithium Inc. Dr Guo holds a PhD in Geophysics and is a member of the Australian Institute for Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG) and the Australian Society of Exploration Geophysicists (ASEG).

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

(b) Mr Simon Kidston - Non-Executive Director

Mr Kidston was the founding director of Genex Power Limited (ASX: GNX), one of the leading renewable energy companies listed on the ASX with more than $1 billion of assets in operation and construction. He is also a non-executive director of QC Copper and Gold Inc (TSXV: QCCU). Prior to Genex Power Limited, Mr Kidston successfully established three ASX listed mining companies, Endocoal Limited (delisted), Carabella Resources Limited (delisted) and Estrella Resources Limited (ASX: ESR). Mr Kidston has an investment banking background with almost 30 years global experience with groups such as Macquarie Bank, HSBC and Helmsec Global Capital Limited. During this period, he assisted companies grow by accessing capital, negotiating strategic relationships and acquisitions. He has a Bachelor of Commerce degree from Griffith University, a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia and is a Member of the Australian Institute of Company Directors.

The Board considers that Mr Kidston is an independent director.

(c) Dr Jason Berton – Non-Executive Director

Dr Berton is a structural geologist with over 20 years mining and exploration experience, and has worked for Homestake, Barrick, BHP Billiton and SRK Consulting. Dr Berton also has experience in private equity and is an experienced company director as the former managing director of ASX-listed Estrella Resources (ASX: ESR) and is currently executive director for PolarX Limited (ASX: PXX) and Eastern Metals Ltd (ASX: EMS). Dr Berton is a member of the Australian Institute for Mining and Metallurgy (AusIMM) and holds a BEc, BSc (hons) and PhD in Geology.

The Board considers that Dr Berton is an independent director.

(d) Mr Su Su – Non-Executive Director

Mr Su has over 35 years’ business experience in the Asia-Pacific region and is currently the CEO and Managing Director of Richlink Australia , servicing ultra-high-net-worth Chinese investors. He is also an independent director of YPB Group Ltd, an ASX listed technology company (ASX: YPB). Mr Su is the former country head of the Australian operations of China’s largest investment bank, CITIC Securities. Mr Su previously served as an independent director of Macquarie Bank’s China property fund for 8 years. He acted as the managing director of China Venture Group Pte Ltd, a Singapore based venture group, and served as managing director and, later, a non-executive director of an ASX listed company,

Oriental Technologies Investments Ltd (delisted). Mr Su was born and educated in Beijing before completing his tertiary education in the United States. He holds a BA in Business Administration.

The Board considers that Mr Su is an independent director.

5.2 Management team

(a) Mr Robert Lees - CFO/Company Secretary

Mr Lees is a CFO and Company Secretary with over 25 years’ experience with public listed companies. He is currently Company Secretary of two ASX listed companies, AXP Energy Limited (ASX: AXP) and Oliver's Real Food Limited (ASX: OLI), and one NSX listed company, Air Change International Limited (NSX: AC1).

He is a member of Chartered Accountants Australia and New Zealand (CA), the Australian Institute of Company Directors (MAICD) and a fellow of the Governance Institute of Australia (FGIA, FCG (CS)).

5.3 Remuneration

(a) Executive Director and Management Remuneration

Dr Bin Guo – Executive Chairman

The Company has entered into an Executive Services Agreement with Dr Bin Guo employing him as Executive Chairman of the Company. This arrangement is summarised in Section 6.5. Under the agreement, Dr Guo is entitled to a remuneration of $200,000 (exclusive of superannuation).

Robert Lees – CFO/Company Secretary

The Company has entered into a Services Agreement with CoySec Services Pty Ltd ACN 050 035 099, pursuant to which Mr Robert Lees is engaged to act as CFO and Company Secretary. This arrangement is summarised in Section 6.5(f). Under the agreement, Mr Lees is entitled to a fee of $225 per hour plus GST.

(b)

Non-Executive Directors' remuneration

The constitution of the Company provides that Non-Executive Directors are entitled to be paid an amount that does not exceed in aggregate the amount last fixed by the Shareholders by ordinary resolution. Such amount is allocated on an equal basis having regard to the proportion of the relevant year for which each Director held office, or as otherwise decide by the Board.

The Company has not yet set the aggregate maximum remuneration for Non-Executive Directors but will propose an aggregate maximum of $500,000 be approved by shareholders at the Company's next general meeting.

Remuneration payable by Lithium Plus Minerals to Non-Executive Directors does not consist of a commission on, or percentage of, operating revenue.

(c)

Employee incentive scheme

The Company has adopted a Performance Rights Plan, pursuant to which the Company may issue Performance Rights to Directors, contractors and employees of the Company from time to time. The terms of the Performance Rights Plan are set out in section 6.10.

Following Admission, the Company intends to put in place an employee share option plan for its senior managers and directors, on terms to be determined by the Board.

5.4 Disclosure of interests

(a) Remuneration

For each Director and the CFO/Company Secretary, the expected annual remuneration for the financial year following the Company being admitted to the Official List of ASX is set out in the table below:

Director/Management	Position	Cash Remuneration1
Dr Bin Guo	Executive Chairman	$200,000 per annum
Mr Simon Kidston	Non-Executive Director	$60,000 per annum
Dr Jason Berton	Non-Executive Director	$60,000 per annum
Mr Su Su	Non-Executive Director	$60,000 per annum
Mr Robert Lees2	CFO/Company Secretary	Commercial hourly rates

Notes:

Amounts shown in this table are exclusive of superannuation payments, where applicable.
Mr Lees' fees are payable to CoySec Services Pty Ltd.

(b) Interests in securities

The table below shows the relevant interest of each Director and the CFO/Company Secretary (whether held directly or indirectly) in securities of the Company as at the date of this Prospectus. Relevant interests in shares may be held directly, or through holdings by companies, trusts or other persons with whom they are associated.

Note that Directors are not required under Lithium Plus Minerals’ constitution to hold any shares in Lithium Plus Minerals. Mr Simon Kidston and Mr Robert Lees have indicated that they intend to apply for Shares under the Offer.

Director	Shares	Director Options1	Performance Rights2	Percentage % Undiluted7	Percentage % fully diluted7
Dr Bin Guo3	42,500,000	2,000,000	600,000	74.56%	68.75%
Mr Simon Kidston4	1,200,000	1,500,000	600,000	2.11%	5.03%
Dr Jason Berton5	1,500,000	1,500,000	600,000	2.63%	5.49%
Mr Su Su	800,000	1,000,000	600,000	1.40%	3.66%

Management
Mr Robert Lees6	300,000	nil	200,000	0.53%	0.76%

Notes:

Director Options were issued on 31 October 2021 and expire on 31 October 2026. Following the vesting conditions being met, the Director Options are exercisable on payment of $0.25. See further, Section 6.9.
Performance Rights were issued on 10 March 2022 and expire on 10 March 2027. Following the vesting conditions being met, the holder of the Performance Rights (or its nominee) will be entitled to receive Shares or a cash payment. See further, section 6.10.
The Shares are held under Blue Pebble Capital Pty Ltd and Lithium Plus Pty Ltd, entities controlled by Dr Bin Guo. The Director Options and Performance Rights are held under Blue Pebble Capital Pty Ltd.
The Shares, Director Options and Performance Rights are held under KFT Capital Pty Ltd, an entity controlled by Mr Simon Kidston.
The Shares, Director Options and Performance Rights are held under Orogen Investments Pty Ltd, an entity controlled by Dr Jason Berton.
The Shares and Performance Rights are held under Coysec Services Pty Ltd, an entity controlled by Mr Robert Lees.
Percentage % undiluted and fully diluted holdings are calculated based on the Shares, Director Options and Performance Rights on issue at the date of the Prospectus. Note that Broker Options have not been issued at the date of the Prospectus.

(c) Specific disclosure regarding Performance Rights

The following information is provided with respect to the Performance Rights which have been issued to Dr Guo, Mr Kidston, Dr Berton, Mr Su and Mr Lees (referred to below as Participants ). See Section 6.10 for the terms and conditions attaching to the Performance Rights.

(i) The Performance Rights were issued to the Participants as part of their remuneration packages, in order to link part of their remuneration to the growth strategy of the Company.
(ii) A summary of the agreement between the Company and the Executive Chairman are set out in Section 6.5(d). A summary of the agreement between the Company and the Non-Executive Directors is set out in Section 6.5(e). A summary of the agreement between the Company and the CFO/Company Secretary is set out in Section 6.5(f).
(iii) The Company considers that each of the Participants will play a significant role in meeting the vesting condition attaching to the Performance Rights. Each Participant will be responsible for:
(A) planning, implementing and directing the operations of the Company with the objective of increasing Shareholder value; and
(B) establishing and implementing the business strategy as set out in Sections 2.5 and 2.6.

(iv) Details of the total remuneration package and interests in securities of the Participants is disclosed at Section 5.4(a) and 5.4(b).
(v) The Company has chosen to issue Performance Rights to the Participants for the following reasons:
(A) the Performance Rights are unlisted, therefore the grant of Performance Rights will have no immediate dilutionary impact on Shareholders;
(B) the issue of Performance Rights to the Participants will align their interests with those of Shareholders;
(C) 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 Participants; and
(D) 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.
(vi) The number of Performance Rights issued to each of the Participants has been determined based upon a consideration of:
(A) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(B) the remuneration of the Participants; and
(C) incentives to attract and retain the service of the Participants who have appropriate knowledge and expertise, while maintaining the Company's cash reserves.
(vii) The terms of the Performance Rights are consistent with the base requirements for performance securities which are detailed in Section 6 of ASX Guidance Note 19.
(viii) The Board considers the number of Performance Rights issued, and the number of Shares into which they will convert if the relevant vesting condition is achieved, is appropriate and equitable for the following reasons:
(A) the number of Shares into which the Performance Rights will convert if the vesting condition is achieved (being 2,600,000 Shares) is significantly less than the number of Shares which the Company proposes to have on issue at the date of its listing (being 89,000,000 Shares assuming only the Minimum Subscription is issued); and
(B) the number of Shares that would be issued upon the exercise or conversion of all Options and Performance Rights that the Company anticipates being on issue at the date of its listing (being 12,600,000) is significantly less than the number of Shares which the Company proposes to have on issue at the date of its listing (being 101,600,000 Shares assuming only the Minimum Subscription is issued).
(ix) The Board considers that the vesting condition attaching to the Performance Rights (as set out in Section 6.10) is appropriate and equitable as:
(A) the Performance Rights are being issued to the Participants to incentivise them to act in accordance with the Company's strategy following Completion.

The vesting condition is linked to the market capitalisation of the Company, which aligns with the Company's growth strategy;

(B) the vesting condition is clearly articulated by reference to objective criteria which allows investors to readily understand and have reasonable certainty as to the circumstances in which the vesting condition will be taken to have been met;
(C) the number of Shares into which the Performance Rights will convert if the vesting condition is 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 vesting condition is achieved;
(D) the vesting condition requires that the Company achieves at least $100 million market capital for a continuous period of 30 trading days (calculated on the daily volume weighted average price). This timeframe reduces the potential for the vesting condition to be satisfied as a result of significant fluctuations in the Share price over a short space of time, or manipulation of the trading price of Shares; and
(E) the Performance Rights have an expiry date by which the vesting condition is to be achieved and, if the vesting condition is not achieved by that date, the Performance Rights will lapse.

(d)

Deeds of access, indemnity and insurance

The Company has entered into a deed of access, indemnity and insurance with each Director, which confirms the right of the Director to access certain books and records of the Company and its related bodies corporate.

Pursuant to the Company's constitution, the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against liabilities of any kind, including costs, damages and expenses, incurred by those individuals as officers or auditors. Under the deeds of access, indemnity and insurance, the Company indemnifies each Director to the full extent permitted by law against all losses and liabilities (including legal costs) incurred by the Director as an officer of the Company.

Pursuant to the Company's constitution, the Company may purchase and maintain insurance for any person. Under the deeds of access, indemnity and insurance, the Company must maintain such insurance for each Director until a period of seven years after the Director ceases to hold office.

5.5 Disclosures of Directors

Each Director has confirmed to the Company that he anticipates being available to perform his duties as a Director without constraints from other commitments. The Directors will continually evaluate their other commitments, including the number of boards on which they serve, to ensure that proper time and attention is given to their appointment, and role, as a Director of the Company.

No Director has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years which is relevant or material to the performance of their duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares.

The Company notes that:

Dr Bin Guo was a non-executive director of North American Lithium Inc between December 2017 and April 2020. North American Lithium Inc was subject to a creditors' arrangement in 2019, which resulted in the sale of the company to Sayona Quebec, a joint venture between Sayona Mining (ASX:SYA) and Piedmont Lithium (ASX: PLL) on 30 August 2021.
Mr Su Su was a director of Carbon Energy Limited (and its subsidiaries), between April 2015 and June 2021. Carbon Energy Limited was a developer of underground coal gasification technology. Administrators were appointed on 28 November 2018, followed by the appointment of receivers on 3 December 2018. The company was put into liquidation on 11 June 2019 and deregistered on 25 June 2019.
Mr Robert Lees was a non-executive director and company secretary of Elemental Energy Technologies Ltd from May 2017 until November 2020. A receiver and manager was appointed on 2 October 2020 and resigned on 24 December 2021. A liquidator was appointed on 16 December 2020.

Except in the instance set out above, no Director has been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer, or within a 12 month period after they ceased to be an officer.

5.6 Related Party Transactions

The Company has entered into the following related party transactions on arm’s length terms:

The Sale of Tenements Agreement with Lithium Plus Minerals Pty Ltd (refer to Section 6.5(a) for further details);
An Executive Services Agreement with Dr Bin Guo (refer to Section6.5(d)for further details);
Letters of appointment with each of the Company's Non-Executive Directors, Dr Simon Kidston, Dr Jason Berton and Mr Su Su (refer to Section 6.5(e)for further details); and
Deeds of indemnity, insurance and access with each of the Directors (refer to Section 5.4(d) for further details).

5.7 Corporate Governance

This section explains how the Board will exercise the management of the Company's business. The Board is responsible for the overall corporate governance of the Company.

The Board monitors the operational and financial position and performance of the Company and oversees its business strategy including approving its strategic goals. The Board is committed to maximising performance, generating appropriate levels of value and financial returns, and sustaining the growth and success of the Company.

The Board has created a framework of corporate governance policies and procedures which it believes are appropriate for the Company's business and are designed to promote the responsible management and conduct of the Company. Where possible, and having regard to the size and nature of the Company’s operations, the Company has adopted corporate governance policies and practices in accordance with the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

A summary of the Company's main corporate governance policies and practices as at the date of this Prospectus is provided below. The Company's Corporate Governance Charters and Policies are

available in a dedicated corporate governance information section of the Company's website at www.lithiumplus.com.au.

(a) Board of Directors

It is a policy of the Company that the Board comprises individuals with a range of knowledge, skills and experience which are appropriate to its objectives.

The number of directors must not be less than three. The Board is comprised of a majority of non-executive Directors, which complies with the Recommendations. The chairman is an Executive Director, which does not comply with the Recommendations.

As the Company's activities develop in size, nature and scope, the size and composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

A majority of the Company's Directors are independent. The Board considers a Director to be independent where he or she is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally. The Board reviews the independence of each non-executive Director in light of interests disclosed to the Board from time to time.

Subject to the consent of the Chairman, the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

(b) Board charter

The Board is responsible for the overall performance of the Company and accordingly takes accountability for monitoring the Company’s business and affairs and setting its strategic direction, establishing policies and overseeing the Company’s financial position and performance. The Board has reserved certain matters to itself for decision and, save for those matters, has delegated authority for all other matters to the Executive Chairman. In addition to matters expressly required by law to be approved by the Board, the following powers are reserved for the Board:

(i) the appointment and removal of the Executive Chairman, the determination of the Executive Chairman's terms and conditions (including remuneration) and review of the Executive Chairman's performance;
(ii) the appointment and removal of the CFO/Company Secretary;
(iii) any matters in excess of any discretions that the Board may have delegated to the Executive Chairman or senior executives;
(iv) approval of:
(A) the Company's strategy, annual budget and major capital expenditure;
(B) the Company's remuneration policy, including:
- (aa) the remuneration and conditions of service (including incentives) for executive Directors, senior executives, the CFO/Company Secretary;
- (bb) industrial instruments or agreements of general application to some or all of the Company's employees; and

  - (cc) incentive plans;

(C) significant changes to the organisational structure of the Company;
(D) the appointment, and, with assistance from the Remuneration and Nominations Committee, performance evaluation of senior executives and any other officers as the Board may determine;
(E) the acquisition, establishment, disposal or cessation of any significant assets of the Company;
(F) the amount, nature and term of the Company's debt facilities;
(G) the issue of any shares, options, equity instruments or other equity securities in the Company;
(H) any public statements which reflect significant issues of the Company performance, policy or strategy;
(I) any changes to the discretions delegated by the Board; and
(J) the Company's dividend policy and the payment of dividends;
(v) reviewing, with the assistance of reports from the Remuneration and Nominations Committee, succession planning for senior executives on a regular and continuing basis; and
(vi) the appointment, reappointment or replacement of the external auditor, upon the advice of the Audit and Risk Committee.

The Executive Chairman (as the delegate of the Board) is responsible for the management of the Company within the policy and authority levels set by the Company's business plan. The CFO is responsible for financial control, financial reporting, statutory accounting, auditing, treasury, taxation and insurance.

(c) Board Committees

The Board may from time to time establish appropriate committees to assist in the discharge of its responsibilities. The Board has established an Audit and Risk Committee and a Remuneration and Nomination Committee, with the roles and responsibilities set out below. Other committees may be established by the Board as and when required.

Audit and Risk Committee

The primary responsibilities of the Audit and Risk Committee is to assist the Board in the effective discharge of its responsibilities for risk management and compliance, financial and corporate reporting and audit matters. The Board retains ultimate responsibility for these matters.

The Audit and Risk Committee charter sets out:

(i) the composition of the committee, including that the committee shall have minimum three members of the Board and must comprise Non-Executive Directors, a majority of whom are independent and that the chairman of the committee is not to be the chairman of the Board;
(ii) the committee’s ability to have access to Company records and any other document, report, material or information in the possession of an employee or external adviser

of the Company, as reasonably necessary to perform its functions. The charter also provides that the committee may seek the advice of independent advisors on any matter relating to the powers, duties or responsibilities of the committee; and

(iii) the specific responsibilities of the committee in respect of the areas of risk management and compliance, financial and corporate reporting and audit matters. With respect to audit matters, the committee has responsibility for developing and overseeing implementation of the Company’s policy on the engagement of the external auditor to supply non-audit services (noting that the committee is required to advise the Board as to whether it is satisfied that the provision of any non-audit services is compatible with the general standard of independence for auditors).

The Audit and Risk Committee will meet at least four times annually or as frequently as deemed necessary to fulfil its role. The Company Secretary will attend all committee meetings to take minutes. All minutes of the committee must be entered into a minute book. The chairman of the committee will prepare a written report of the actions of the Committee to be included in the Board papers for the Board meeting.

The Committee is chaired by independent Director Mr Su Su, who is not the Chairman of the Board.

Nomination and Remuneration Committee

The Board has established a Nomination and Remuneration Committee, which operates under the Nomination and Remuneration Committee Charter. The Charter is included on the Corporate Governance page of the Company’s website.

The purpose of the Nomination and Remuneration Committee is to assist the Board by making recommendations in respect of the composition, performance and effectiveness of the Board, and the Company’s remuneration policy. The Board retains ultimate responsibility for these matters.

The Nomination and Remuneration Committee will, in discharging its duties, seek to coordinate its activities with the Audit and Risk Committee where appropriate. The chairman of the Nomination and Remuneration Committee must liaise with the chairman of the Audit and Risk Committee on an ongoing basis to ensure that no material matter is overlooked by the two committees.

The Nomination and Remuneration Committee charter sets out:

(i) the composition of the committee, including that the committee shall have minimum three members of the Board and must comprise Non-Executive Directors, a majority of whom are independent and that the chairman of the committee is not to be the chairman of the Board;
(ii) the committee’s ability to access Company records and any other document, report, material or information in the possession of an employee or external advisor of the Company, as reasonably necessary to perform its functions. The charter also provides that the committee may seek the advice of independent advisors on any matter relating to the powers, duties or responsibilities of the committee; and
(iii) the specific responsibilities of the committee in respect of the areas of nomination (including in respect of matters going to the composition of the Board, the Board’s skills matrix and succession planning for the Board) and remuneration (including responsibilities to review and make recommendations to the Board on arrangements for the executive Directors, reviewing and approving remuneration arrangements for senior management, Non-Executive Directors, overseeing employee equity incentive plans and responsibility for reviewing the Company's remuneration report).

The Remuneration and Nominations Committee will meet at least twice annually or more frequently if it is deemed necessary to fulfil its role. The Company Secretary will attend all committee meetings to take minutes. All minutes of the committee must be entered into a minute book. The chairman of the committee will prepare a written report of the actions of the Committee to be included in the Board papers for the Board meeting.

The committee is chaired by independent Director Mr Simon Kidston, who is not the Chairman of the Board.

(d) Corporate Governance Policies

The Board has adopted the following corporate governance policies, each having been prepared having regard to the ASX Recommendations and which will be available from listing of the Company on the ASX on the Company's website at www.lithiumplus.com.au.

Code of conduct

The Company has adopted a Code of Conduct, which is intended to provide guidance on the standard of behaviour expected of Company employees, ensure the highest ethical standard are maintained within the Company, and to ensure the reasonable expectations of the Company’s stakeholders are met in this regard.

Securities trading policy

The Company has adopted a Securities Trading Policy which is available on the Corporate Governance page of the Company’s website.

This policy is intended to ensure that all Directors, employees and contractors of the Company (and their associates) are aware of the insider trading laws as they apply to trading in the securities of the Company, and to protect the reputation of the Company and its Directors and officers by seeking to avoid the possibility that misconceptions, misunderstandings or suspicions might arise as a result of trading by Directors and others who may be, or be perceived to be, in possession of inside information. This policy seeks to do so by imposing additional restrictions on the trading of securities by Restricted Persons (i.e. all Directors, all other key management personnel of the Company and employees who have been notified that they are Restricted Persons for the purpose of this policy).

This policy generally provides that Restricted Persons must not deal in Company Securities during specific blackout periods without prior approval.

Diversity policy

The Company is committed to an inclusive workplace that embraces and promotes diversity at all levels of the Company. The Company has adopted a Diversity Policy which sets out the Company’s policy on diversity and is available on the Corporate Governance page of the Company’s website.

The Diversity Policy provides for the establishment of diversity-related measurable objectives for the Company. Assessment of these objectives and review of progress will be carried out on an annual basis by the Board. The Executive Chairman will monitor the progress and report to the Board on the effectiveness of diversity related initiatives, including progress against measurable objectives. In light of the current size and nature of the Company’s operations, the Board has determined that it is not currently practicable to set measurable objectives for achieving various measures of diversity. The Board will further consider the establishment of measurable objectives for achieving gender diversity as the Company develops and its circumstances change.

Communications policy

The Company has adopted a Communications Policy which is available from the Corporate Governance page of the Company’s website.

The Communications Policy is intended to ensure that the Company provides timely and accurate information equally to all Shareholders and market participants regarding and in relation to our financial performance, objectives, activities and governance. This policy applies alongside the Company's Continuous Disclosure Policy to ensure that information is available to the Company's stakeholders in a timely and efficient manner.

Continuous disclosure policy

The Company has adopted a Continuous Disclosure Policy which is available from the Corporate Governance page of the Company’s website.

The Continuous Disclosure Policy is intended to ensure that the Company’s employees are aware of its obligations to disclose information with the continuous disclosure requirements of the ASX Listing Rules.

The Company is committed to complying with the general and continuous disclosure obligations contained in the ASX Listing Rules and the Corporations Act, seeking to prevent the selective or inadvertent disclosure of material market sensitive information, and ensuring that the Company's Shareholders and the market are provided with full and timely information about its activities as required by the ASX Listing Rules.

Whistleblower protection policy

The Company has adopted a Whistleblower Protection Policy which is available on the Corporate Governance page of the Company’s website.

The Whistleblower Protection Policy establishes mechanisms and procedures for employees to report fraud, corrupt conduct, inappropriate behaviour or illegal activity on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to encourage the reporting, as required under the Company's Code of Conduct, of any suspected fraud or corrupt conduct or any other form of inappropriate behaviour.

Anti-bribery and anti-corruption

The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings.

Within the Company’s Code of Conduct, the Board has adopted an anti-bribery and anticorruption policy, and under the policy, the Company seeks to ensure that none of its employees, officers or contractors make or accept, or agree to make or accept, payments which may constitute bribery, or engage in conduct that is, or may reasonably be considered, as being corrupt. All employees and directors are also expressly prohibited from paying any secret commissions to those acting in an agency or fiduciary capacity.

6. ADDITIONAL INFORMATION

The information contained in this section assumes that the Company admitted to the official list of ASX.

6.1 Incorporation of the Company

The Company was registered in New South Wales on 10 September 2021 as a public company limited by shares.

6.2 Company Group

The Company has no subsidiaries.

6.3 Rights attaching to Shares

The Shares to be issued under this Prospectus will rank equally with the existing fully-paid ordinary shares in the Company.

The rights and liabilities attaching to shares are set out in the Company's constitution and are regulated by the Corporations Act, the ASX Listing Rules and general law. The Company's constitution is available at the Company's website at www.lithiumplus.com.au.

The following is a summary of the principal rights of the holders of ordinary shares of the Company. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company's members.

(a) ASX Listing Rules

To the extent of any inconsistency between the Company's constitution and the ASX Listing Rules, the ASX Listing Rules prevail.

(b) General meeting and notices

Each member is entitled to receive notice of, and to attend, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Company's constitution, the Corporations Act and the ASX Listing Rules.

(c) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of fully-paid ordinary shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed two proxies or has appointed a proxy who is also a member, in which case the proxy or proxies has or have no vote on a show of hands) and one vote per share on a poll.

A person who holds a share which is not fully-paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are two or more joint holders of a share and more than one of them is present at a general meeting, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company will count only the vote cast by, or on behalf of, the member whose name appears first in the Company's register of members.

(d) Issues of further shares

The Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides. However, the Board must act in accordance with the restrictions imposed by the Company's constitution, the ASX Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

(e) Variation of rights

Subject to the Corporations Act, if the Company issues different classes of shares or divides issued shares into different classes, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(f) Transfer of shares

Subject to the Company's constitution, the Corporations Act and the ASX Listing Rules, ordinary shares are freely transferable.

The Board may refuse to register a transfer of shares only if that refusal would not contravene the ASX Listing Rules or the ASX Settlement Operating Rules. If the Board refuses to register a transfer, the Company must give the lodging party written notice of the refusal and the reasons for it within five business days after the transfer is delivered to the Company. The Board must not register a transfer of shares if the Corporations Act, the ASX Listing Rules or the ASX Settlement Operating Rules forbid registration.

(g) Partly-paid shares

The Board may, subject to compliance with the Company's constitution, the Corporations Act and the ASX Listing Rules, issue partly-paid shares upon which there are outstanding amounts payable. See paragraph 6.3(c) above for voting rights for partly-paid shares and paragraph 6.3(h) below for dividend rights.

(h) Dividends

Subject to the Company's constitution and the Corporations Act, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class.

Each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.

(i) Winding up

Subject to the terms of issue of shares, if the Company is wound up, members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capital paid up on their shares.

(j) Dividend reinvestment and share plans

The Board may adopt and implement dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully-paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the

shares held by that member and to receive instead some other entitlement, including the issue of fully-paid shares).

6.4 Legal proceedings

The Directors are not aware of any litigation of a material nature pending or threatened which may significantly affect the business of the Company.

6.5 Material contracts

(a) Sale of Tenements Agreement

The Company acquired the Tenements from Lithium Plus Pty Ltd pursuant to the Sale of Tenements Agreement dated 15 November 2021. Lithium Plus Pty Ltd is wholly owned by Dr Bin Guo, who is also the sole director.

Pursuant to the agreement, the Company agreed to issue 36,000,000 shares at $0.10 per share to Lithium Plus Pty Ltd in consideration for the transfer of the Tenements. The acquisition was conditional upon the receipt of approval from the Minister for the Department of Industry, Tourism and Trade under the Minerals Titles Act 2010 (NT).

The transfer of the Tenements was registered by the Department of Industry, Tourism and Trade on 17 December 2021, and the shares were issued to Lithium Plus Pty Ltd on 22 December 2021.

(b) Share Subscription Agreement with Suzhou CATH Energy Technologies Co Ltd

On 8[th] February 2022, the Company entered into a CATH pursuant to which CATH agreed to subscribe under the Offer for Shares having a value of $2,200,000 ( CATH Subscription Shares ) and the Company agreed to allot and issue those shares to CATH under the Offer. The purchase price for the CATH Subscription Shares is the Offer Price.

Subscription under the Share Subscription Agreement is conditional upon CATH paying $2,200,000 to the Company by the payment date specified, and the Offer completing by 30 September 2022.

The Company received the purchase price for the Subscription Shares on 15 February 2022.

(c)

Lead Manager Mandate

The Company has entered into an engagement letter with Canaccord Genuity (Australia) Limited ( Lead Manager ) pursuant to which the Lead Manager has been appointed to act on an exclusive basis as Lead Manager in respect of the Offer ( Lead Manager Mandate ). Under the Lead Manager Mandate, the Lead Manager will provide services and assistance in connection with the management and marketing of the Offer.

The Company has agreed to pay the Lead Manager:

(i) a capital raising fee of 4% of gross proceeds received under the Offer (excluding any investment proposed by Suzhou CATH Energy Technologies Co. Ltd or its nominee or related parties; and
(ii) a management fee of 2% of gross proceeds received under the Offer.

In addition, the Lead Manager (or its nominee) will be issued 4,000,000 Broker Options upon completion of the Offer, exercisable at a 25% premium to the Offer Price on or before the third anniversary of the date of issue (refer to Section 6.8 for a summary of the terms and conditions of the Broker’s Options).

The Lead Manager is entitled to be reimbursed for approved expenses incurred in carrying out the Lead Manager Mandate, including out-of-pocket expenses, travel and adviser expenses.

(d) Executive Services Agreement – Executive Chairman

The Company has entered into an executive services agreement with Dr Bin Guo, pursuant to which Dr Guo is employed as Executive Chairman of the Company. Under the agreement, Dr Guo will be paid an annual salary of $200,000, exclusive of statutory superannuation.

In addition, the Company may in its absolute discretion award Dr Guo an annual short term incentive payment up to a maximum of 25% of his annual salary. The Company will reimburse Dr Guo for expenses properly incurred in carrying out his duties.

Under the agreement, Dr Guo may terminate the agreement by three months' written notice and the Company may terminate the agreement by giving three months' notice or paying remuneration in lieu of notice. For a period of 12 months after his employment ends, Dr Guo is restrained from soliciting employees, contractors or suppliers to cease to provide services to the Company and from soliciting or dealing with any customer of the Company with whom Dr Guo has had dealings during the two year period prior to the end of his employment.

(e) Non-Executive Director Letters of Appointment

The Company has entered into a letter of appointment with each Non-Executive Director, being Mr Simon Kidston, Dr Jason Berton and Mr Su Su, pursuant which they have agreed to provide their services to the Company as Non-Executive Directors.

Pursuant to the letter agreements, subject to Shareholder approval for the maximum aggregate fee payable to Non-Executive Directors, from the date of listing on ASX:

Mr Kidston is entitled to a fee of $60,000 per annum, exclusive of superannuation;
Dr Berton is entitled to a fee of $60,000 per annum, exclusive of superannuation; and
Mr Su is entitled to a fee of $60,000 per annum, exclusive of superannuation;

Non-Executive Directors are also entitled to recover their reasonable expenses.

(f) Services Agreement –CFO/Company Secretary

The Company has engaged Robert Lees as CFO and Company Secretary pursuant to a letter agreement with CoySec Services Pty Ltd dated 10 September 2021. Pursuant to the agreement, Mr Lees will provide services to the Company for a fee of $225 per hour plus GST. The agreement can be terminated at any time by either party giving the other one month's notice.

6.6 Interests of Promoters, Experts and Advisors

Other than as set out in Section 5, Section 6.5, Section 6.7, or elsewhere in this Prospectus, no:

Director or proposed Director of Lithium Plus Minerals;
person named in this Prospectus and who has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus
promoter of the Company; or

underwriter to the Offer or financial services licensee named in the Prospectus as a financial services licensee involved in the Offer,

holds at the time of lodgement of this Prospectus with ASIC, or has held in the two years before lodgement of this Prospectus with ASIC, an interest in:

the formation or promotion of Lithium Plus Minerals;
any property acquired or proposed to be acquired by Lithium Plus Minerals in connection with its formation or promotion or in connection with the Offer, or
the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any such person for services in connection with the formation or promotion of the Company or the Offer or to any Director or proposed Director to induce them to become, or qualify as, a Director of the Company.

6.7 Costs of the Offer

The total costs of the Offer inclusive of GST payable by the Company are estimated as follows:

$'000	Minimum Subscription	Maximum Subscription
Legal fees	220	220
Investigating accountants’ fees	33	33
Share registry fee	6	6
Prospectus design and printing	39	39
Independent valuation & geological report on the tenements	47	47
Independent solicitors report on the tenements	10	10
ASIC prospectus lodgement fee	3	3
Lead manager capital raising fee	431	563
ASX listingfee	108	110
Total cash costs of the offer(GST inclusive)	897	1,031

6.8 Broker Options

On completion of the Offer, the Company will issue 4,000,000 Broker Options to the Lead Manager (or its nominee) in accordance with the Lead Manager Mandate. The terms of the Broker Options are set out below.

(a) Entitlement

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

(b) Quotation of Broker Options

The Company will not apply for Official Quotation of the Broker Options on ASX.

(c)

Issue Price

The Broker options will be issued for nil cash consideration.

(d) Exercise Price

The exercise price of each Broker Option will be $0.3125, being a 25% premium to the Offer Price ( Exercise Price ).

(e) Expiry Date and Exercise Period

Each Broker Option will expire at 5:00 pm (AEST) on the third anniversary of the date that the Company is admitted to the Official List of the ASX. The Broker Options are exercisable at any time on or prior to the expiry date (Exercise Period).

(f)

Notice of Exercise

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

(g) 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 Broker Option being exercised in cleared funds ( Exercise Date ).

(h) Timing of issue of Shares and quotation of Shares on exercise

As soon as practicable after the valid exercise of an Option by the Optionholder, the Company will:

(i) issue, allocate or cause to be transferred to the Optionholder within 5 business days after the Exercise Date, the number of Shares to which the Optionholder is entitled;
(ii) issue a substitute Certificate for any remaining unexercised Options held by the Optionholder;
(iii) if required and subject to paragraph (g), give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
(iv) in the event that the Company has been admitted to the Official List of ASX, do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

In the event that the Company has been admitted to the Official List of ASX, if the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, the Company must, within 20 business days after the Exercise Date, issue a prospectus pursuant to section 708A(11) of the Corporations Act.

(i)

Restriction on transfer of Shares

In the event that the Company is required to issue a prospectus under paragraph (h), Shares issued on exercise of the Broker Options must not be traded until the prospectus is issued.

(j) Shares issued on exercise

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

(k) 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.

(l) Participation in new issues

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

(m) Change in Exercise Price

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

(n) Transferability

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

6.9 Director Options

Directors were issued Director Options on 31 October 2021. The terms of the Director Options are set out below.

(a) Entitlement

Each Director Option entitles the holder to subscribe for one Share upon exercise of the Option. The issue price of each Director Option was $0.0001.

(b) Quotation of Broker Options

The Company will not apply for Official Quotation of the Broker Options on ASX.

(c) Exercise Price

The exercise price of each Director Option is $0.25 ( Exercise Price ).

(d) Expiry Date and Exercise Period

Each Director Option will expire at 5:00 pm (AEST) on the fifth anniversary of their issue date. The Director Options are exercisable at any time on or prior to the expiry date, subject to the Director Option first having vested, by meeting the vesting conditions outlined below ( Exercise Period ).

(e) Vesting Conditions

In order for a Director Option to vest and be capable of exercise, (1) a period of six (6) months must have elapsed from the date of grant of the Director Option; and (2) the Company must have produced a JORC compliant Li20 bearing, minimum Inferred Mineral Resource of 10Mt.

The Board may, in its discretion, waive the vesting conditions in the case of the death or total or permanent disability of the holder, or where the Company is wound up. Vesting conditions are automatically waived where certain change of control events occur in relation to the Company.

(f) Notice of Exercise

Subject to valid vesting, the Director Options may be exercised by notice in writing to the Company in the manner specified in the offer letter and payment of the Exercise Price for each Director Option being exercised.

(g) Timing of issue of Shares on exercise of Director Options

Within 14 days from the date that the holder properly exercises Director Options, the Company must issue and allot to the holder that number of Shares, which will rank equally in all respects with the other Shares on issue, subject to the constitution of the Company.

(h) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, the Company will, within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of a Director Option, apply to ASX for quotation of those Shares.

(i) Reconstruction of capital

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

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Director Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options without exercising the Director Options. During the exercise period for the Director Options, the record date for any new issue must be at least nine business days after the issue is announced, to give the Option holder an opportunity to exercise the Director Options.

(k) Transferability

The Director Options cannot be transferred without the prior written consent of the Company, and subject to any restrictions imposed by ASX.

6.10 Performance Rights

The Company granted a total of 2,600,000 Performance Rights to Directors and the CFO/Company Secretary (each a Participant ) on 10 March 2022.

The Company has applied to ASX for approval of the terms of the Performance Rights in accordance with ASX Listing Rule 6.1. The terms and conditions of the Performance Rights are set out below and further disclosures regarding the Performance Rights are made in accordance with ASX Guidance Note 19 in Section 5.4(c). The results of the ASX decision and any material conditions of the ASX decision will be disclosed to the market in accordance with the terms of the ASX decision.

(a) Vesting Condition

Performance Rights will vest on the Company achieving at least $100 million market capitalisation for a continuous period of 30 trading days (calculated on the daily volume weighted average price).

The Participant must also be an 'Eligible Participant' (ie. Director, employee or contractor of the Company or its associated bodies corporate) at the time the Performance Rights are granted, exercised and converted into Shares.

The Board may in its absolute discretion waive any Vesting Condition due to 'Special Circumstances' or where the Company is to be wound up. Special Circumstances include the death, disability, retirement or redundancy of the participant, or circumstances determined by the Board.

(b) Notification to holder

The Board must notify a Participant within 10 business days of becoming aware that the vesting condition has been satisfied.

(c) Entitlement

Each Performance Right entitles the holder to be issued or transferred one ordinary share (or a cash payment in lieu of the share), at the absolute discretion of the Board.

(d) Nomination

The Participant may nominate an immediate family member, a trustee of the Participant's family trust, a company owned by the Participant and/or its immediate family members, or a corporate trustee of a self-managed superannuation fund (where the Participant is a director of the trustee) to hold the Performance Rights.

(e) Expiry Date

The Performance Rights expire and lapse five years after issue.

(f) Ceasing to be an 'Eligible Participant'

If a Participant ceases to be an 'Eligible Participant' (in general, a director, employee or contractor of the Company or its subsidiaries):

(i) unvested Performance Rights will lapse unless the Board resolves otherwise; or
(ii) where Performance Rights have vested, the Board may require that those Performance Rights are exercised within 1 month (or such later date as the Board determines) of the date the Participant ceases to be an Eligible Participant or may choose to cancel the Performance Rights and pay a cash payment in lieu of the Shares.

(g)

Fraud or dishonest conduct

The Board may deem any unvested, or vested but unexercised, Performance Rights of the Participant to have lapsed, or require that the Participant cancels any Shares issued on the exercise of the Performance Rights, or pay back any cash amount paid in lieu of Shares on the exercise of the Performance Rights, where:

(i) the Participant, in the opinion of the Board, acts fraudulently or dishonestly, is grossly negligent, demonstrates serious and wilful misconduct, or causes a material adverse effect on the reputation of the Company;
(ii) the Participant has his or her employment or office terminated due to serious or wilful misconduct or otherwise for cause without notice;
(iii) deals with or disposes of Performance Rights or Restricted Shares contrary to the applicable terms and conditions; or
(iv) becomes ineligible to hold his or her office due to Part 2D.6 of the Corporations Act.

(h) Restrictions on transfers, dealings and hedging

Performance Rights cannot be transferred, assigned or otherwise disposed of except by force of law upon the holder's death or bankruptcy, or in 'Special Circumstances' (as defined above) with the Board's consent (which may be withheld in in its absolute discretion).

In addition, must not sell, transfer or dispose of any Shares issued where doing so would contravene the insider trading or on-sale provisions of the Corporations Act.

(i) Restriction Period

Performance Rights (and any Shares issued upon the exercise of Performance Rights) will be subject to a two year escrow period from the date of quotation.

(j) Timing of issue or transfer of Shares

Subject to the Corporations Act, the ASX Listing Rules and the terms of the offer, the Company will issue or transfer fully paid ordinary Shares to the holder within 10 business days of receiving a notice of exercise in respect of vested Performance Rights. Alternatively, within 10 business days of receiving such notice, the Board in its absolute discretion, may pay cash in lieu of the issue or transfer of Shares.

If the issue or transfer of Shares on exercise of a Performance Right would otherwise fall within a blackout period under the Securities Trading Policy, or breach the relevant provisions of the Corporations Act or ASX Listing Rules, the Company may delay the issue of Shares until 10 business days following the day on which the relevant rules no longer prevent the issue or transfer of Shares.

All Shares issued on exercise of the Performance Rights will rank equally in all respects with the Shares on issue in the Company, except as regards any rights attaching to Shares by reference to a record date prior to their date of issue.

(k) Quotation of Shares issued on exercise

The Company will apply to ASX for quotation of those Shares within the later of 10 business days after a) the date the Shares are issued; and b) the date any restriction period that applies to the Shares ends. The Company will not apply for quotation of any Performance Rights.

(l) Change of Control

If a change of control occurs and the Company, the Participant and the acquiring company agree, the Participant may be provided with shares in the acquiring company or its parent in lieu of Shares.

(m) Participation in new issues

A holder of Performance Rights is not entitled to participate in new issues of capital, is not entitled to vote at or attend meetings of the Company, and is not entitled to receive dividends declared by the Company.

(n) Reorganisation of capital

If the issued capital in the Company is reorganised, all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reorganisation.

(o) Tax Deferral

Subdivision 8A_C of the Income Tax Assessment Act 1997, which enables tax deferral on performance rights, applies (subject to the conditions in that Act) to the Performance Rights.

(p) ASX Listing Rule compliance

Notwithstanding the terms of the Performance Right, no Performance Right may be offered, granted or exercised and no Share may be issued if to do so would contravene the Corporations Act, ASX Listing Rule or any other applicable law.

6.11 Effect of the Offer on control and substantial holders

Based upon the information known as at the date of this Prospectus, those Shareholders which are substantial holders (ie. persons holding a relevant interest in 5% or more of the Shares on issue) as at the date of this Prospectus, and those expected upon Admission, are set out in the table below:

As at the date of the Prospectus

Shareholder	Shares	Options1	Performance Rights	Percentage % Undiluted	Percentage % fully diluted2
Dr Bin Guo1	42,500,000	2,000,000	600,000	74.56%	68.75%

Note:

The Shares are held under Blue Pebble Capital Pty Ltd and Lithium Plus Pty Ltd, entities controlled by Dr Bin Guo.
Includes Shares, Director Options and Performance Rights on issue at the date of the Prospectus. Note that Broker Options have not been issued at the date of the Prospectus.

On completion of the issue of Shares under the Offer with Minimum Subscription:

Shareholder	Shares	Options1	Performance Rights	Percentage % Undiluted	Percentage % fully diluted2
Dr Bin Guo1	42,500,000	2,000,000	600,000	47.75%	44.39%
Suzhou CATH Energy Technologies Co Ltd	8,800,000	nil	nil	9.89%	8.66%

Note:

The Shares are held under Blue Pebble Capital Pty Ltd and Lithium Plus Pty Ltd, entities controlled by Dr Bin Guo.
Fully diluted holdings are calculated based on the Shares, Director Options, Broker Options and Performance Rights on issue on completion of the Offer.

On completion of the issue of Shares under the Offer with Maximum Subscription:

Shareholder	Shares	Options1	Performance Rights	Percentage % Undiluted	Percentage % fully diluted2
Dr Bin Guo1	42,500,000	2,000,000	600,000	43.81%	41.15%
Suzhou CATH Energy Technologies Co Ltd	8,800,000	nil	nil	9.07%	8.03%

Note:

The Shares are held under Blue Pebble Capital Pty Ltd and Lithium Plus Pty Ltd, entities controlled by Dr Bin Guo.
Fully diluted holdings are calculated based on the Shares, Director Options, Broker Options and Performance Rights on issue on completion of the Offer.

6.12 Consents

Each of the parties referred to in this section:

(a) has not authorised or caused the issue of this Prospectus;
(b) does not make, or purport to make, any statement in this Prospectus other than as specified in this section;
(c) has not made any statement on which a statement in this Prospectus is based, other than as specified in this section; and
(d) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus other than the reference to its name and the statement (if any) included in this Prospectus with the consent of that party as specified in this section.

The Lead Manager has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to be named in this Prospectus as Lead Manager to the Company in respect of the Offer in the form and context in which it is named.

Ashurst has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus as legal adviser to the Company in respect of the Offer in the form and context in which it is named.

Cozens Johansen has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus as author of the Solicitor's Tenement Report in respect of the Offer in the form and context in which it is named.

RSM Corporate Australia Pty Ltd has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to the inclusion of the Independent Limited Assurance Report in the form and context in which it is included, and to being named in this Prospectus as accounting, financial and taxation advisers to the Company in respect of the Offer in the form and context in which it are named.

Automic Pty Ltd has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus as the share registry to the Company in respect of the Offer in the form and context in which it is named.

SRK Consulting (Australasia) Pty Ltd has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to the inclusion of the Independent Geologist's Report in the form and context in which it is included, and to being named in this Prospectus as the independent geologist to the Company in respect of the Offer in the form and context in which it is named

6.13 Documents available for inspection

The following documents are available for inspection during normal business hours at the registered office of the Company:

(a) this Prospectus;
(b) the Company's constitution; and
(c) the consents referred to in section 6.12 of this Prospectus.

6.14 Statement of Directors

The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the Independent Limited Assurance Report in Schedule 1, there have not been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.

6.15 Authorisation

The 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 ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company by:

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Bin Guo

Chairman

Dated: 15 March 2022

GLOSSARY OF TERMS

$, A$ or AUD means Australian dollars. AAS means Australian Accounting Standards. Admission means admission of the Company to the Official List, following completion of the Offer. Applicant means a person who submits an Application Form. Application means a valid application for Shares pursuant to this Prospectus. Application Form means the application form which accompanies this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) under which an investor may apply for Shares under the Offer. Ashurst means Ashurst Australia ABN 75 304 286 095. ASIC means Australian Securities and Investments Commission. ASX Settlement means ASX Settlement Pty Limited ABN 49 008 504 532. ASX Settlement Operating means the operating rules of ASX Settlement. Rules ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the market operated by ASX. ASX Listing Rules means the official listing rules of ASX, as amended or waived from time to time. Board or Board of Directors means the board of directors of Lithium Plus Minerals. Broker means any ASX participating organisation selected by the Lead Manager and the Company to act as a broker to the Offer. Broker Options means an Option described in Section 6.8. CATL means Contemporary Amperex Technology Co. Ltd. CATH means Suzhou CATH Energy Technologies Co Ltd 苏州天华时代新能源产业投资有限责任公司 , Unified Social Credit Code 91320594MA26XYXJ4T. CFO means Chief Financial Officer. CHESS means the Clearing House Electronic Sub-register System. Closing Date means 5pm (AEST) Tuesday 29 March 2022 (subject to the right of Directors to close the Offer earlier or to extend this date without notice).

Company means Lithium Plus Minerals Ltd ACN 653 574 219. Core Lithium means Core Lithium Ltd (ASX: CXO) ABN 80 146 287 809. Corporations Act means the Corporations Act 2001 (Cth). DGPR means deep ground penetrating radar. Directors means the directors of Lithium Plus Minerals. Director Options means an Option described in Section 6.9. EL means an exploration licence granted by a relevant government authority. ELA means an application for an exploration licence submitted to a relevant government authority. Electronic Prospectus means the electronic copy of this Prospectus located at the Lithium Plus Minerals' website at www.lithiumplus.com.au. Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven days pursuant to section 727(3) of the Corporations Act.

Financial Information

means the Historical Statutory Financial Information and Pro Forma Historical Statement of Financial Position.

Historical Statutory Financial Information

means the:

 Historical Statutory Income Statements;  Historical Statutory Statement of Cash Flows; and  Historical Statutory Statement of Financial Position,

as those terms are defined in section 3.1.

IFRS means International Financial Reporting Standards issued by the Australian Accounting Standards Board. Institutional Investors means persons to whom offers or invitations can be made without the need for a lodged prospectus pursuant to section 708 of the Corporations Act (other than section 708(1)).

JORC means the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

JORC Code means the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition) prepared by JORC.

Kingston

means Kingston Resources Limited ACN 009 148 529.

Lead Manager means Canaccord Genuity (Australia) Limited ACN 075 071 466.

Lead Manager Mandate means the engagement letter between the Company and the Lead Manager.

means the listing rules of ASX.

Listing Rules means the listing rules of ASX. Lithium Plus Minerals means Lithium Plus Minerals Ltd ACN 653 574 219. Lithium Plus Pty Ltd means Lithium Plus Pty Ltd ACN 626 593 799. Native Title means the recognition that Aboriginal and Torres Strait Islander people have communal, group or individual rights and interests to their traditional land and waters according to their traditional law and customs as set out in Australian Law. Native Title is governed by the Native Title Act.

Native Title Act means the Native Title Act 1993 (Cth).

Maximum Subscription means a maximum of 40,000,000 Shares at an issue price of $0.25 each to raise $10,000,000 before costs of the Offer.

Mineral Resource

has the meaning given to that term in the JORC Code.

Minimum Subscription means a minimum of 32,000,000 Shares at an issue price of $0.25 each to raise $8,000,000 before costs of the Offer. NSX means National Stock Exchange of Australia.

Offer means the offer of Shares under this Prospectus to investors at an issue price of $0.25 per Share. Offer Period means the period between the Opening Date and the Closing Date. Offer Price means $0.25 per Share. Official List means the official list of ASX. Official Quotation means quotation on the Official List of ASX. Opening Date means Wednesday 23 March 2022. Option means an option to acquire a Share. Performance Rights means the Performance Rights issued to the Directors and the CFO/Company Secretary, the terms of which are set out in Section 6.10. Pro Forma Historical has the meaning given to it in section 3.1. Statement of Financial Position Projects means the Bynoe Project and the Arunta Project, as defined in Section 2.2.

Prospectus	means this Prospectus.
RC	means Reverse Circulation.
Securities	means any securities, including Shares and Options,
	issued or granted by Lithium Plus Minerals.
Share Registry	means Automic Pty Ltd ACN 152 260 814.
Shareholder	means a holder of one or more Shares.
Shares	means the fully-paid ordinary shares in the capital of the
	Company, either on issue as at the date of this Prospectus
	or to be issued under this Prospectus.
Tenements	means the Company's nineteen granted exploration
	licences and three exploration licences under application,
	as further described in the Solicitor's Report on
	Tenements.
TSXV	means the Toronto Stock Exchange, TSX Venture
	Exchange.
YTD Nov-21	Means the three months ended 30 November 2021.

CORPORATE DIRECTORY

Directors

Dr Bin Guo Executive Chairman Dr Jason Berton Non-Executive Director Mr Simon Kidston Non-Executive Director Mr Su Su Non-Executive Director

CFO/Company Secretary

Lead Manager

Canaccord Genuity (Australia) Limited

Level 15, 333 Collins Street, Melbourne VIC 3000

Investigating Accountant

RSM Corporate Australia Pty Ltd

Level 13, 60 Castlereagh Street, Sydney NSW 2000

Robert Lees

Independent Geologist

Registered and Principal Office

SRK Consulting (Australasia) Pty Ltd

Level 6, 22 Pitt Street, Sydney NSW 2000

Level 3/18-32 Parliament Pl, West Perth WA 6005

Phone: +61 2 8029 0666 Email: [email protected] Website: www.lithiumplus.com.au

Share Registry*

Automic Pty Ltd

Level 5, 126 Phillip Street Sydney NSW 2000

Corporate Lawyers

Proposed Stock Exchange Listing

Ashurst Australia

Australian Securities Exchange (ASX)

Level 11, 5 Martin Place Sydney NSW 2000

Proposed ASX Code: LPM

SCHEDULE 1

INDEPENDENT LIMITED ASSURANCE REPORT

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15 March 2022

The Board of Directors Lithium Plus Minerals Ltd Level 6, 22 Pitt Street Sydney, NSW, 2000

Level 13, 60 Castlereagh Street Sydney NSW 2000 T +61 (02) 8226 4500 F +61 (02) 8226 4501 rsm.com.au

Dear Directors,

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Independent Limited Assurance Report on the Lithium Plus Minerals Ltd Historical Statutory and Pro Forma Financial Information

We have been engaged by Lithium Plus Minerals Ltd (“Lithium Plus” or “the Company”) to report on the Historical and Pro Forma Financial Information related to Lithium Plus for inclusion in a Prospectus dated on or about 15 March 2022.

The Prospectus relates to the Company’s proposed listing of ordinary shares on the Australian Securities Exchange (“ASX”) via an Initial Public Offering (“Offer”), to raise a minimum of $8 million and up to a maximum of $10 million.

Expressions and terms defined in the Prospectus have the same meaning in this report.

Scope

Historical Financial Information

You have requested RSM Corporate Australia Pty Ltd (“RSM”) to review the unaudited historical financial information of Lithium Plus included in Section 3 of the Prospectus, comprising:

the unaudited historical statutory statement of profit and loss and other comprehensive income for the three months ended 30 November 2021 (“YTD Nov-21”);
the unaudited historical statutory statement of cash flows for YTD Nov-21; and
the unaudited historical statutory statement of financial position as at 30 November 2021;

“The Historical Financial Information”.

Lithium Plus was incorporated as an unlisted public company on 10 September 2021. Consequently, the YTD Nov-21 financial information has been included to illustrate the underlying financial performance and operating history of Lithium Plus from incorporation and up to 30 November 2021.

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The Historical Financial Information of Lithium Plus has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in International Financial Reporting Standards (“IFRS”) and Lithium Plus’s adopted accounting policies.

The Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all the presentation and disclosures required by Australian Accounting Standards applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

Historical Pro Forma Financial Information

You have requested RSM to review the Historical Pro Forma Financial Information of Lithium Plus included in Section 3 of the Prospectus and comprising:

the unaudited Historical Pro Forma statement of financial position of Lithium Plus as at 30 November 2021; and
the subsequent events and pro forma adjustments as described in Section 3 of the Prospectus.

collectively referred to as “the Historical Pro Forma Financial Information”.

The Historical Pro Forma Financial Information has been derived from the Historical Financial Information of Lithium Plus, adjusted for the transactions / adjustments summarised in Section 3 of the Prospectus. The stated basis of preparation is the recognition and measurement requirements of the Australian Accounting Standards Board (“AASB”) and IFRS and Lithium Plus’s adopted accounting policies applied to the Historical Financial Information and the events or transactions to which the subsequent events and pro forma adjustments relate, as described in Section 3 of the Prospectus, as if those events or transactions had occurred as at the date of the Historical Financial Information.

Due to its nature, the Historical Pro Forma Financial Information does not represent Lithium Plus’s actual or prospective financial position.

The Historical Pro Forma Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all the presentation and disclosures required by Australian Accounting Standards applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

Directors’ responsibility

The directors of Lithium Plus are responsible for:

the preparation and presentation of the Historical Financial Information; and
the preparation and presentation of the Historical Pro Forma Financial Information, including the selection and determination of the subsequent events and pro forma adjustments made to the Historical Financial Information and included in the Historical Pro Forma Financial Information.

This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of the Historical Financial Information and the Historical Pro Forma Financial Information that are free from material misstatement, whether due to fraud or error.

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Our responsibility

Our responsibility is to express a limited assurance conclusion on the Historical Financial Information and Historical Pro Forma Financial Information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450: “ Assurance Engagements involving Corporate Fundraisings and / or Prospective Financial Information” .

We made such enquiries, primarily of persons responsible for financial and accounting matters, and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

a consistency check of the application of the stated basis of preparation, to the Historical Financial Information and Historical Pro Forma Financial Information;
a review of the Lithium Plus work papers, accounting records and other supporting documents;
enquiry of directors, management personnel and advisors; and
the performance of analytical procedures applied to the Historical Financial Information and Historical Pro Forma Financial Information.

A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as source of the financial information.

Conclusions

Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information of Lithium Plus, as described in Section 3 of the Prospectus, and comprising:

the unaudited historical statutory statement of profit and loss and other comprehensive income for YTD Nov-21;
the unaudited historical statutory statement of cash flows for YTD Nov-21; and
the unaudited historical statutory statement of financial position as at 30 November 2021;

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 3 of the Prospectus.

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Historical Pro Forma Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Pro Forma Financial Information of Lithium Plus, as set out in Section 3 of the Prospectus, and comprising:

the unaudited pro forma statement of financial position of Lithium Plus as at 30 November 2021; and
the pro forma adjustments as described in Section 3 of the Prospectus.

is not presented fairly in all material aspects, in accordance with the stated basis of preparation, as described in Section 3 of the Prospectus.

Restriction on use

Without modifying our conclusions, we draw attention to Section 3, 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.

Declaration of interest

RSM Corporate Australia Pty Ltd does not have any interest in the outcome of this transaction other than the preparation of this report for which normal professional fees will be received.

Yours faithfully,

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RSM CORPORATE AUSTRALIA PTY LTD Tim Goodman Director

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SCHEDULE 2

SOLICITOR'S REPORT ON TENEMENTS

Our Ref: NJ:211532

2 March 2022

Board of Directors Lithium Plus Minerals Ltd Level 6 18-22 Pitt Street Sydney NSW 2000

Dear Sirs,

Solicitor’s Report on Mineral Titles

This Report is prepared on instructions from Lithium Plus Minerals Ltd (ACN 653 574 219) (“ Company ”) for inclusion in a prospectus (“ Prospectus ”) for the initial public offer of shares in the capital of the Company.

1. Introduction and Scope of Report

Cozens Johansen Lawyers has been instructed to report on the:

1) nineteen (19) granted exploration licences (“ ELs ”); and
2) three (3) applications for exploration licences (“ ELAs ”),

listed in Schedule 1 to this Report (together, the “ Mineral Titles ”).

The Mineral Titles are located in the Northern Territory of Australia (“ Northern Territory ”). Key details of the Mineral Titles are set out in Schedule 1 to this Report.

In accordance with the Company’s instructions, we have conducted the investigations in relation to the Mineral Titles as summarised in this Report. This Report has been prepared relying on (and is limited to) the results of searches of information maintained by Northern Territory or Commonwealth Government instrumentalities referred to in this Report on the Company’s title to, and interest in, the Mineral Titles and material legal issues affecting the Mineral Titles.

The scope of this Report is limited to those matters. We have not been requested to consider (and therefore have not considered) any other matters.

The information from which the results of searches have been obtained may not be complete or up to date. We have not made any independent investigations or enquiries in relation to those searches. We express no opinion about:

1) the accuracy of, or any factual matter disclosed by, those searches; or
2) the status of the Mineral Titles after the date of the relevant search.

No additional work was performed in preparing this Report except as specifically stated in this Report, and we have not conducted enquiries regarding legal matters which may impact the Mineral Titles beyond the scope of work described in this Report.

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This Report only relates to the relevant laws of the Northern Territory and the Commonwealth of Australia current as at the date of this Report. If any of the assumptions set out in this Report (including those in Sections 1 and 11 of this Report) are not correct, this Report may need to be amended.

2. Searches

For the purposes of this Report, we have conducted searches and made enquiries in respect of the Mineral Titles as follows ( Searches ):

1) On 17 January 2022, obtained Minister’s Certificates (with written authority) (“ Minister’s Certificates ”) from the Department of Industry, Tourism and Trade (“ DITT ”) under section 128 of the Mineral Titles Act 2010 (NT) ( MTA ), which provide information on the ownership of, and any third-party dealings registered on, the title to each the Mineral Titles.
2) On 20 January 2022, obtained written confirmation from DITT with respect to the standing of the ELs under the MTA and the Mineral Titles Regulations (“ Regulations
3) On 6 January 2022, conducted searches of underlying land tenure and administrative boundaries applicable to the Mineral Titles through the online “STRIKE” system maintained by the DITT.
4) On 20 January 2022, obtained a schedule of native title rights, 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, native title determinations and indigenous land use agreements ( ILUAs ) applicable to the Mineral Titles.

3. Executive Summary

As a result of our Searches, but subject to the assumptions and qualifications set out in this Report, our view is that as at the date of the relevant Searches this Report provides an accurate statement as to:

1) the Company’s interest with respect to each of the Mineral Titles;
2) the valid grant and good standing of the ELs
3) with respect to those Mineral Titles that are ELAs, the Company being the sole current applicant entitled to receive the grant of the application provided it duly complies with all statutory requirements in relation to the grant; and
4) any third-party interests, including encumbrances, in relation to the Mineral Titles that are apparent from our Searches.

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Mineral Titles:

3.1. Aboriginal land

Certain ELAs, identified in Schedule 2, are located on “Aboriginal land” under the Aboriginal Land Rights (Northern Territory) Act 1976 (Cth) (“ ALRA ”). Those ELAs will not be granted

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unless the requirements of Part IV of ALRA are satisfied including that the relevant Land Council, acting for the benefit of the traditional Aboriginal owners in respect of such Aboriginal land, consents to the grant of the relevant Application by the Northern Territory.

3.2. Native Title

Certain Mineral Titles, including those identified in Schedule 3, are located on land that is or may be the subject of native title rights and interests. Although the ELs are granted titles, in order for a subsequent mineral lease (which permits extraction of minerals) to be granted to the Company over land within any EL that is the subject of native title rights and interests, the requirements of “future act” regime of the Native Title Act 1993 (Cth) (“ Native Title Act ”) must be complied with including good faith negotiations with native title parties for an agreement to the terms of the grant or by determination of the NNTT that the grant can proceed.

3.3. Aboriginal Sacred Sites

Aboriginal sacred sites may be registered or recorded over land in respect of which the Mineral Titles are located. It is possible further sacred sites could be identified and registered or recorded in the future over land within the area of the Mineral Titles. Accordingly, Aboriginal sacred sites clearance and protection issues will likely need to be considered by the Company.

4. Mineral Titles Legislation

Under the MTA, the term “mineral title” includes mineral leases ( ML ), mineral authorities ( MA ) or mineral exploration licences ( EL ), granted or applied for under the MTA.

4.1. Rights

(a) Mineral Leases

An ML holder is authorised by sections 40 and 44 of the MTA to occupy the title area and to conduct activities in connection with mining for minerals on the ML area including:

(i) the exclusive right to conduct mining for minerals in the ML area;
(ii) to conduct activities in the ML area that are ancillary to mining (for example, operating a treatment plant); or
(iii) to conduct tourist fossicking in the ML area.

An ML that gives the holder the right to conduct mining in the ML area also gives the holder the right:

(i) to explore for minerals in the ML area, to evaluate, process or refine minerals;
(ii) to treat tailings and other materials;

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(iii) to store waste and other material, to remove minerals from the title area; and
(iv) to conduct any other activities as specified in the ML in connection with any such activities.
(b) Exploration Licences

An EL holder is authorised by sections 26 and 31 of the MTA to conduct activities in connection with the exploration for minerals in the EL area including:

(i) the exclusive right to conduct exploration for minerals in the EL area;
(ii) digging pits, trenches and holes, and sinking bores and tunnels;
(iii) activities for ascertaining the quality, quantity or extent of ore or other material by drilling or other methods; and
(iv) extraction and removal of samples of ore and other substances in amounts reasonably necessary for the evaluation of the potential for mining in the area.

An EL holder, pursuant to section 26(1)(c) of the MTA, has a priority right to make an application for an ML for the EL area because a person, other than an the EL holder, is only entitled to apply for an ML in relation to any part of the EL area with the consent of the EL holder subject to the Regulations (noting that consent is not to be unreasonably withheld if the person seeks an ML for ancillary purposes associated with another ML held by the person).

(c) Mineral Authorities

The area of an EL must be reduced by 50% at the end of each period of two years from the date that the EL first came into force, subject to the discretion of the NT Mining Minister as per section 29(2) of the MTA. The EL is not subject to reduction requirements upon the renewal of the mineral title.

Pursuant to section 118 of the MTA, MAs are not subject to any limit in area unless determined otherwise by the NT Mining Minister. Any restriction in relation to area applicable to the corresponding mineral title will apply to the MA.

4.2. Term

(a) Mineral Leases

An ML may be grated for a term that the NT Mining Minister considers appropriate.

An ML holder may apply, in the approved form, to the NT Mining Minister for a renewal of an ML at any time before the expiry of the ML term. Pursuant to section 43 of the MTA the NT Mining Minister may renew the ML for the term they consider appropriate (and there are no limits to the number of terms an ML can be renewed for).

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(b) Exploration Licences

Pursuant to section 27 of the MTA, an EL may be granted for a term not exceeding six years

An EL holder may apply, in the approved form, to the NT Mining Minister for renewal of an EL at any time before the end of its term. Pursuant to section 30(2) of the MTA, an EL may be renewed for further terms, not exceeding two years for each further term, at the NT Mining Minister’s discretion (there are no limits to the number of terms an EL can be renewed for).

(c) Mineral Authorities

An MA may be granted or renewed by the NT Mining Minister for the period the Minister considers appropriate. The MA holder, under section 118(5) of the MTA, may make application for renewal of an MA as if it were a corresponding mineral title.

Section 68 of the MTA provides that if a renewal application has been made then the mineral title continues in force until the Minister's decision takes effect (as to the renewal or the refusal of renew).

4.3. General conditions

(a) Mineral Leases

An ML is granted subject to certain standard conditions under section 45 of the MTA, including that the title holder must comply with all contractual arrangements with the Northern Territory relating to the mining, development and processing of minerals in the ML area.

Further, the title holder must conduct authorised activities within the ML area in a way that interferes as little as possible with the rights of other occupiers of land in the vicinity of the ML area.

(b) Exploration Licences

An EL is granted subject to certain standard conditions under section 32 of the MTA including:

(i) an obligation to carry out exploration activities in accordance with a technical work program;
(ii) a requirement to give landowners or occupiers of the land in the EL title area notice of intention to start conducting the activities, and of the entry of the title holder onto the land to conduct the activities; and
(iii) minimum expenditure and reporting requirements.

(c) Mineral Authorities

MAs are subject to the same conditions set out in the MTA as apply to the corresponding mineral title, unless at the time of grant the NT Mining Minister

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specifies that a provision of the MTA applicable to the corresponding mineral title does not apply.

4.4. Conditions applying to all mineral titles
(a) There are general conditions under Part 5, Division 4 of the MTA that apply to all mineral titles, including MLs, ELs and MAs, including:
- (i) obligations to actively conduct authorised activities in the mineral title area;
- (ii) to pay the rents and fees prescribed by the Regulations;
- (iii) restrictions on disturbance of improvements in the mineral title area;
- (iv) a prohibition against conducting authorised activities on pastoral land within 200 metres of a building not enclosed by a fence or within 50 metres of a fence that encloses a building; and
- (v) a prohibition against cutting timber within the mineral title area except for authorised activities.

Various rights attach to all mineral titles including:

(i) a right to take water in the mineral title area (except water artificially conserved by the landowner) or to sink a bore or well;
(ii) a right to access the mineral title area by the shortest practicable route from a public road or other specified infrastructure; and
(iii) the right to enter land to construct or maintain a road and do other work to enable the title holder to have access to the title area.

The NT Mining Minister, as per section 105(1) of the MTA, may, after giving the title holder notice and an opportunity to make submissions, cancel a mineral title if the holder:

(i) has contravened a condition of the mineral title;
(ii) has failed to make payment of an amount due to the Northern Territory under the MTA within three months of it becoming due;
(iii) has not used good work practices in conducting authorised activities;
(iv) no longer has the financial resources to carry out the technical works program; or
(v) has not, for a period of two years, conducted authorised activities in the title area to a degree consistent with genuine mining or exploration.

4.5. Environment

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Under section 35 of the Mining Management Act ( MMA ), any mining activity (other than for exploration that does not involve substantial disturbance) on any mineral title (including an ML, EL or MA) requires the NT Mining Minister to grant an authorisation before that activity can commence.

Any such activity must be undertaken in accordance with a mining management plan under section 40 of the MMA, which is integral to the authorisation and must, amongst other things, includes:

(i) details of the management system;
(ii) plans of proposed and current mine working and infrastructure; and
(iii) a plan of the closure activities for the mining site.

The current policy of the DITT is to require that an access agreement, on terms mutually agreed or determined by an arbitration panel, be made between and EL holder and the underlying land holder, before approving a mining management plan in relation to exploration activities on pastoral land or other private land.

4.6. Health & Safety

All mining activities on an EL, ML or MA require a risk management plan to be in place and provided to the regulator (Work Health Authority), in relation to work place health and safety matters associated with the mining activities, in accordance with requirements in the Work Health and Safety (National Uniform Legislation) Act and the Work Health and Safety (National Uniform) Legislation Regulations .

4.7. Uranium mining restrictions

Pursuant to the Atomic Energy Act 1953 (Cth) and the Northern Territory SelfGovernment) Regulations 1978 (Cth) the Commonwealth has reserved its powers on mining prescribed substances (being uranium and other metals suitable for the generation of atomic energy) in the Northern Territory.

The MTA requires that, in relation to the grant of mineral titles for the purposes of mining prescribed substances, the NT Mining Minister must not exercise their powers other than in accordance with the advice of the relevant Commonwealth Minister.

4.8. Royalty rate

The Mineral Royalty Act levies a royalty at a rate of 20% on a profit basis based on the net value of mineral commodities sold or removed from a mine or 2.5% of gross production revenue from the mine (whichever is the greater).

4.9. Specific conditions

There are specific conditions that apply to the granted ELs as part of the terms of grant. These conditions commonly include:

(i) covenants by the holder to carry out activities so as to minimise disturbance to the environment;

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(ii) to consult with native title parties prior to commencing exploration activities other than reconnaissance;
(iii) to consult with the Aboriginal Areas Protection Authority ( AAPA ) and to inspect the Register of Sacred Sites prior to carrying out any work in the EL area; and
(iv) if the EL area is within a park (pursuant to the Territory Parks and Wildlife Conservation Act ) to liaise with the Northern Territory Parks and Wildlife Commission in relation to the manner of exploration.
4.10. Transfer

Legal and equitable interests in mineral titles (including applications for mineral titles) are transferable in accordance with section 123 of the MTA upon the NT Mining Minister’s approval and registration of a transfer in the approved form. The NT Mining Minister must approve and register an application to transfer such an interest, unless satisfied that there are circumstances why the application to transfer should be refused. The MTA provides that an instrument of transfer has no effect until it is registered on the Mineral Titles Register kept by the NT Mining Minister under MTA.

5. NATIVE TITLE

5.1. Native Title Rights in Australia

On 3 June 1992, the High Court of Australia found in Mabo v Queensland (No. 2) 1992) 175 CLR 1 that Australian law does recognise a form of native title. Subsequently, the Australian Parliament introduced the Native Title Act to govern native title in Australia.

The Native Title Act prescribes a regime by which persons claiming to hold native title may lodge a claim to that effect for determination; by which any future act affecting native title (such as the grant of mining and petroleum titles) may be validly undertaken; and by which registered claimants may be afforded certain procedural rights including the “right to negotiate”.

Under the Native Title Act, native title can be confirmed to have been either totally or partially extinguished by certain grants. These grants are called Previous Exclusive Possession Acts or Previous Non-Exclusive Possession Acts, respectively.

Land tenures which may co-exist with native title are generally non-exclusive leases such as pastoral leases and non-exclusive Crown leases. Where the underlying land tenure is pastoral lease land under the Pastoral Land Act 1992 (NT), or a nonexclusive Crown lease or vacant Crown land (i.e. there is no land tenure), as identified in Schedule 3 with respect to certain Mineral Titles, it is assumed that native title rights and interests will continue to exist in relation to that land or waters (regardless of whether or not a native title claim has been made to that land).

Where native title continues to exist on land, any act that will affect that native title will be subject to the “future act” procedures under the Native Title Act.

5.2. Native Title – Validity of Mineral Titles

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(a) Mineral Titles granted since January 1994

Mineral titles granted since January 1994 may be invalid to the extent they affect native title if they were granted over land other than freehold, “exclusive possession” leasehold or vested reserve and the applicable processes prescribed by the NTA were not complied with.

(b) Future Mineral Titles grants

The valid grant of any of the current applications for mineral titles or future applications (for example, an application for a mineral lease which permits mineral extraction) which may affect native title requires compliance with the “future act” provisions of the NTA.

The NTA regulates all future acts (such as the grant of a mineral title) which affect native title rights. These actions are known as “future acts”. A future act will be valid if it falls within one of a number of categories of dealings specified in the NTA provided that there is compliance with the applicable procedural requirements: NTA Part 2, Division 3, Subdivisions B-P.

Accordingly, if the grant of any applications for mineral titles situated on pastoral leases, non-exclusive Crown leases or vacant Crown land affects native title, the grant will be a future act and will be valid only if there has been compliance with the relevant requirements of the NTA.

The “future act” requirements known as the “right to negotiate procedures” will apply to those applications for mineral titles on land subject to a Federal Court determination that native exists in the application area or, to a registered native title claim. The right to negotiate procedures involve the notification and advertising of a proposed grant, negotiation by the Territory and the mineral title applicant with any registered native title claimants and, if agreement on the terms of grant cannot be reached, determination by the NNTT.

In the case of low impact mineral titles such as ELs, the Territory may nominate that the NTA “expedited procedure” applies. The expedited procedure is sometimes nominated by the Northern Territory in relation to ELs in the Northern Territory. If the registered native title claimants do not object to the application of the expedited procedure within four months after receiving notification of the proposed act, the grant may proceed. If they do object and the objection is upheld by the NNTT, the right to negotiate procedure applies.

Mineral titles may also be validly granted under an Indigenous Land Use Agreement (Subdivisions B, C and D of Part 2, Division 3 of the NTA) which must be entered into with all the native title holders or registered native title claimants for the area and registered under the NTA.

The right to negotiate procedure will generally apply in relation to applications for MLs for mining of minerals in the Northern Territory on land subject to the NTA future act regime.

(c) Indigenous Land Use Agreement

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An Indigenous Land Use Agreement (“ ILUA ”) is a voluntary agreement between a native title claimant group and others about the use and management of land and waters. ILUAs may deal with topics such as access to an area, how native title rights coexist with the rights of others, native titleholders agreeing to a future development and matters of compensation. An ILUA, once it has been executed and registered, binds all existing and future native title holders in the area covered by the ILUA, including with respect to native title claims or determinations that may be made over the area after the ILUA has been registered.

5.3. Application to the Mineral Titles

We have not been instructed to procure (and therefore have not procured) historical, anthropological or ethnographic enquiries to determine whether any native title finding over the land the subject of the Mineral Titles could be challenged or if any further native title claims in respect of such land could be made in the future.

5.4. Native Title proceedings for the Mineral Titles

Our Searches have identified the native title proceedings set out in Schedule 3.

6. Aboriginal Land Rights

6.1. Legislation

The legislative system for the claiming, granting, control and management of 'Aboriginal land' in the Northern Territory is set out in the ALRA. ALRA enables the responsible Minister to create Land Councils for the Northern Territory, each council with control over a different area (s 21 ALRA). Section 233(3)(b) of the Native Title Act provides that the “future act” provisions of the Native Title Act do not apply to Aboriginal land granted under ALRA.

6.2. Application to the Mineral Titles

The Mineral Titles which relate to Aboriginal land under ALRA are identified in Schedule 2.

6.3. Definition of Aboriginal land

“Aboriginal land” is defined under ALRA to be either:

(a) land held by an Aboriginal Land Trust established under ALRA for an estate in fee simple; or
(b) land the subject of a deed of grant held in escrow by a Land Council.

6.4. Aboriginal Land

Under ALRA, land which may be claimed includes unalienated Crown land or land in which all estates and interests not held by the Crown are held by or on behalf of Aboriginal people. A successful claim under the ALRA results in the tenure of the land being converted to inalienable Aboriginal freehold ( Aboriginal Freehold Land ).

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The ALRA establishes Land Trusts, which then hold title to Aboriginal Freehold Land for the benefit of the relevant traditional owners. The “future act” provisions of the Native Title Act do not apply to Aboriginal Freehold Land.

6.5. Consent to Negotiate

Before an EL application can be processed under the provisions of ALRA, the application for an EL must be lodged and the NT Mining Minister (as per section 62 of 12 the MTA) must first give consent to the applicant to enter into negotiations with the relevant Land Council for its consent to the grant of the EL ( consent to negotiate ).

6.6. Part IV of ALRA negotiating procedure

Section 40 of ALRA then provides that an EL shall not be granted to a person in respect of Aboriginal Freehold Land unless:

(a) the relevant Land Council gives consent to the grant of the licence under section 42(1) of ALRA;
(b) the Minister responsible for Indigenous Affairs (Federal Minister for Indigenous Australians) gives consent to the grant of the licence under section 42(8) of ALRA; and
(c) the Land Council and the applicant have entered into an agreement under Part IV of ALRA regarding the terms and conditions that operations on the exploration licence will be subject (and subject to the grant of the exploration licence pursuant to the MTA by the NT Mining Minister). After the NT Mining Minister has granted “consent to negotiate” under the MTA, the applicant must submit an application in writing to the relevant Land Council for consent to the grant of the licence within three months.

After the NT Mining Minister has granted “consent to negotiate” under the MTA, the applicant must submit an application in writing to the relevant Land Council for consent to the grant of the licence within three months.

The Land Council must notify the applicant of its decision on whether or not to grant consent to the grant of the EL (in whole or in part) before the expiry of the 22 month period commencing on 1 January in the calendar year after the calendar year in which the application is received by the Land Council ( negotiating period ).

The applicant and the Land Council may agree in writing to extend the negotiating period by a further two years and thereafter for further periods of 12 months, subject to the approval of the Federal Minister for Indigenous Affairs. There is no limit to the number of extensions that may be allowed. If Land Council refuses an application for consent, ALRA provides that the land subject to the EL application is to be placed in moratorium for a five year period. During this moratorium period, no person may apply for an EL in respect of that land. The applicant retains a priority right to re-apply for an EL over the land for a 30 day period after the end of the five year moratorium period.

6.7. Refusal of application and moratorium

Where a Land Council refuses an application for consent on the advice of traditional owners, and the applicant does not resubmit its application, or agreement cannot be

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reached between the parties within the negotiating period (as extended from time to time), the ALRA provides that the land the subject of the exploration permit application be placed in moratorium for a five-year period. During this moratorium period, no person may apply for an exploration permit in respect of that land. The applicant may retain the right to re-apply for an exploration permit over the land at the end of the period.

7. Aboriginal sacred sites

7.1. Legislation

Northern Territory

All Aboriginal sacred sites in the Northern Territory are protected under the Northern Territory Aboriginal Sacred Sites Act 1989 (NT) ( Sacred Sites Act ) regardless of whether the site is registered or recorded with AAPA.

A sacred site is defined by the Sacred Sites Act and under the section 3 of the ALRA as “a site that is sacred to Aboriginals or is otherwise of significance according to Aboriginal tradition, and includes any land that, under a law of the Northern Territory, is declared to be sacred to Aboriginals or of significance according to Aboriginal tradition”.

Part IV of the Sacred Sites Act outlines offences in relation to sacred sites:

1) Entry onto a sacred site, except in accordance with the Sacred Sites Act, the AAPA or with a Certificate, permission or approval given under the Sacred Sites Act (refer to section 33 of the Sacred Sites Act).
2) Work on a sacred site, except in accordance with the Sacred Sites Act, Authority Certificate or Minister’s Certificate (refer to section 34 of the Sacred Sites Act).
3) Desecration of a sacred site (refer to section 35 of the Sacred Sites Act).
4) Causing damage to a sacred site where there has been a failure to meet conditions of an Authority Certificate or Minister’s Certificate (refer to section 37 of the Sacred Sites Act).
5) Disclosure of information considered secret under Aboriginal lore that was acquired as a result of process under the Sacred Sites Act (refer to section 38 of the Sacred Sites Act).

A defence is available for offences under sections 33, 34(1) and 35 of the Sacred Sites Act where the person has no reasonable grounds for suspecting that the sacred site was a sacred site and the site is not located on Aboriginal land under ALRA.

Sacred sites known to the AAPA are either registered sacred sites or recorded sacred sites. Registered sacred sites are sacred sites that Aboriginal custodians have asked the AAPA to protect. They have subsequently been documented, evaluated by the AAPA and entered in the Register of Sacred Sites.

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Recorded sacred sites have not been evaluated or placed in the Register, however information indicates that the sites are significant according to Aboriginal tradition and as such fall within the definition of “sacred sites” under Sacred Sites Act.

Before any works take place on the Mineral Titles, AAPA recommends that a sacred sites survey be undertaken, the register checked and, if needed, an Authority Certificate sought. An ‘Authority Certificate’, applied for under section 19B of the Sacred Sites Act, is a legal document and contains conditions for using or carrying out works within the Northern Territory. Provided activities are carried out in accordance with the conditions contained in the certificate, a person is indemnified against prosecution under the NTSSA for damage to sacred sites in the area (refer to sections 25, 33 and 34 of the Sacred Sites Act).

Federal Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) protects Aboriginal sites or objects of significance where the protection of them under the relevant State or Territory legislation is found to be inadequate. This legislation applies in each Australian State and Territory.

The Commonwealth Minister may make declarations for the protection and preservation of an area. There is also capacity for emergency declarations to be made. These declarations have the potential to halt exploration operations in cases where Aboriginal areas, objects or remains are encountered.

Under this legislation, an Aboriginal person or a group may apply to the Commonwealth Minister for a declaration preserving or protecting a specified site or object. Before the Commonwealth Minister may make such a declaration, the Minister must consult with the relevant State or Territory Minister as to whether the legislative regime of that jurisdiction adequately protects the specified Aboriginal site or objects.

7.2. Application to the Mineral Titles

In preparation of this Report, we did not obtain or consider any searches of the Aboriginal sacred sites registers held by AAPA under the Sacred Sites Act.

8. Aboriginal Community Living Areas

8.1. Legislation

Applications can be made by an Aboriginal association under Part 8 of the Pastoral Land Act to excise land from a pastoral lease for an Aboriginal community living area. Generally, the size of the area of an Aboriginal community living area is relatively small in comparison to the size of an EL.

While there are no restrictions on the grant of an EL over land within an Aboriginal community living area, it is likely as a practical or policy matter that exploration for minerals over Aboriginal community living areas will not be permitted (despite the lack of legislative provisions legally preventing such access for exploration).

8.2. Application to the Mineral Titles

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In preparation of this Report, we did not obtain or consider any searches for Aboriginal community living areas under the Pastoral Land Act in relation to the Mineral Titles.

9. Heritage Sites

9.1. Legislation

The Heritage Act 2011 (NT) ( Heritage Act ) provides that “heritage places” and “heritage objects” are places and objects that are either declared to be heritage places and objects under the Heritage Act or a protected class of heritage places or objects.

It is an offence under the Heritage Act to:

1) engage in conduct resulting in damage to a heritage place or object;
2) to remove part of a heritage place or object; or
3) to fail to report to the Chief Executive Office, under the Heritage Act, the discovery of a site or object known to be a heritage site or object.

Damage or removal of a heritage site or object without permission is an offence, but it is permitted in certain limited circumstances including in accordance with the terms of a heritage agreement or subject to a works approval under the Heritage Act.

9.2. Application to the Mineral Titles

In preparation of this Report, we did not obtain or consider any searches of the cultural heritage registers under the Heritage Act to assess cultural heritage.

10. Overlapping titles

10.1. Searches

Our Searches show a number of petroleum titles under the Petroleum Act 1984 (NT) have been granted or applied for over land within the Mineral Titles.

10.2. Legislation

The Northern Territory does not have legislation which addresses the overlapping of other types of titles (such as the petroleum titles) and mineral titles. There is no legal restriction on mining activities on mineral titles occurring within the area of a petroleum title under the Petroleum Act. If the petroleum titles were significantly developed with infrastructure or equipment then there could be a practical issue with the intersection and infrastructure or equipment, however issue rarely arises in the area where the Mineral Titles are located. If that were to occur, then generally it would be dealt with by agreement between the holder of the Mineral Titles and the relevant other party.

11. Qualifications and Assumptions

This Report is subject to the following qualifications and assumptions:

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1) we have assumed the accuracy and completeness of all Searches, register extracts and other information or responses which were obtained from the relevant Federal or Northern Territory Government departments or authorities.
2) we assume the holder of the Mineral Titles has valid legal title to the Mineral Titles with respect to matters not considered in this Report;
3) this Report does not cover any third party interests, including encumbrances, in relation to the Mineral Titles that are not apparent from our Searches and the information provided to us;
4) we have assumed any agreements provided to us in relation to the Mineral Titles 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;
5) with respect to the granting of the Mineral Titles, we have assumed the Northern Territory and the applicant for the Mineral Titles have complied with, or will comply with, the applicable future act provisions of the Native Title Act;
6) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of their officers, agents and representatives;
7) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain the Mineral Titles in good standing;
8) references in this Report to any area of land are taken from details shown on Searches obtained from the relevant Northern Territory Government department. It is not possible to verify the accuracy of those areas without conducting further investigations including surveys (which we have not been instructed to undertake, and therefore have not undertaken);
9) the information in this Report is accurate as at the date the relevant Searches were obtained. We have assumed the relevant databases and registers have been properly and accurately recorded and maintained. We cannot comment on whether any changes have occurred in respect of the Mineral Titles between the date of the Searches and the date of this Report;
10) where Ministerial consent is (or was) required, we express no opinion as to whether such consent will be (or was) granted, or the consequences of consent being refused;
11) we have not been instructed to conduct (and therefore have not conducted) searches regarding the environmental condition of the Mineral Titles;
12) native title may exist in the areas covered by the Mineral Titles. While we have conducted searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court and/or NNTT in relation to the areas covered by the Mineral Titles, we have not conducted any research on the likely existence or nonexistence of native title rights and interests in respect of those areas;
13) Aboriginal heritage sites or objects (as defined in the relevant Commonwealth, Northern Territory legislation) may exist in the areas covered by the Mineral Titles regardless of

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whether or not those sites have been entered on a relevant register established by a relevant Government or regulatory authority, or is the subject of a declaration under the relevant Commonwealth legislation. 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 Mineral Titles;

14) any agreement pursuant to which the Company is to acquire its interest in the Mineral Titles is valid, legally binding and enforceable in accordance with its terms; and
15) this is a high-level Report covering material legal issues affecting the Mineral Titles and does not purport to cover all possible issues which may affect the Mineral Titles.

CONSENT

This Report is given for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully Cozens Johansen Lawyers

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Nick Johansen Partner Contact: 08 8911 1282 Email: [email protected]

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Page 17

Schedule 1 – Mineral Title Details

Title Type	Title Number	Holder / Applicant	Percentage holding	Status (Application or Granted)	Grant / Application Date	Period	Area in Blocks	Registered Dealings*
EL	31091	Company	100%	Granted	25/08/2016	6 Years	6	Nil
EL	31092	Company	100%	Granted	25/08/2016	6 Years	8	Nil
EL	31132	Company	100%	Granted	07/12/2016	6 Years	58	Nil
EL	31133	Company	100%	Granted	19/09/2016	6 Years	8	Nil
ELA	31134	Company	100%	Application	27/01/2016	6 Years	13	Nil
ELA	31136	Company	100%	Application	27/01/2016	6 Years	29	Nil
EL	31138	Company	100%	Granted	03/10/2016	6 Years	23	Nil
EL	31148	Company	100%	Granted	03/10/2016	6 Years	58	Nil
EL	31150	Company	100%	Granted	19/09/2016	6 Years	3	Nil
EL	31151	Company	100%	Granted	19/09/2016	6 Years	13	Nil
EL	31200	Company	100%	Granted	19/09/2016	6 Years	20	Nil
ELA	31205	Company	100%	Application	11/02/2016	6 Years	11	Nil
EL	31206	Company	100%	Granted	19/09/2016	6 Years	13	Nil
EL	31207	Company	100%	Granted	19/09/2016	6 Years	8	Nil
EL	31212	Company	100%	Granted	10/10/2016	6 Years	110	Nil
EL	31214	Company	100%	Granted	10/10/2016	6 Years	34	Nil
EL	31242	Company	100%	Granted	03/10/2016	6	78	Nil

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Title Type	Title Number	Holder / Applicant	Percentage holding	Status (Application or Granted)	Grant / Application Date	Period	Area in Blocks	Registered Dealings*
						Years
EL	31285	Company	100%	Granted	07/12/2016	6 Years	41	Nil
EL	31419	Company	100%	Granted	13/07/2017	6 Years	34	Nil
EL	31485	Company	100%	Granted	07/08/2017	6 Years	6	Nil
EL	31553	Company	100%	Granted	10/01/2018	6 Years	7	Nil
EL	32204	Company	100%	Granted	26/04/2021	6 Years	1	Nil

*Note: For the purposes of this table, “Registered Dealings” do not include previous transfers showing on Minister’s Certificates.

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Schedule 2 – Mineral Titles on Aboriginal Land under ALRA

Title Type	Title Number	Underlying Land Title Reference	Owner
ELA	31205	NT Portion 1645	Delissaville/Wagait/Larrakia Aboriginal Land Trust
ELA	31136	NT Portion 1698	Delissaville/Wagait/Larrakia Aboriginal Land Trust
ELA	31134	NT Portion 3412	Gurudju Aboriginal Land Trust

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Schedule 3 – Mineral Titles on land subject to Native Title Proceedings

Title Type	Title Number	Underlying Land Tenure	Native Title Proceeding(s)	Category	Outcome
EL	31133	Crown land	DC2020/004 (Raylene Singh (on behalf of the Tommy Lyons Group) v Northern Territory of Australia)	Native Title Application	Application not accepted
EL	31148	Stirling Pastoral Lease and Neutral Junction Pastoral Lease	DCD2016/001	Native Title Determination	Determination that native title exists in parts of the determination area
EL	31214	Ambalindum Pastoral Lease and Huckitta Pastoral Lease and Mount Riddock Pastoral Lease	DCD2017/003 (Mount Riddock) DCD2020/005 (Huckitta – application)	Native Title Determination	Determination that native title exists in parts of the determination area
EL	31242	Neutral Junction Pastoral Lease	DCD2011/014 (Neutral Junction) DCD2016/001 (Stirling/Neutral Junction Pastoral Lease) DI2003/009	Native Title Determination Native Title Determination ILUA	Determination that native title exists in parts of the determination area Barrow Creek CLC ILUA*
EL	31206	Labelle Downs Station and Welltree Station	None found	N/A	N/A
EL	31485	Crown land	None found	N/A	N/A

*Note: The Company is not party to this ILUA.

211532 – Solicitor Report – Lithium Minerals Ltd

SCHEDULE 3

INDEPENDENT GEOLOGIST'S REPORT

Final

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory

Lithium Plus Minerals Ltd

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SRK Consulting (Australasia) Pty Ltd  LPM001  February 2022

Final

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory

Prepared for:

Lithium Plus Minerals Ltd Level 6, 22 Pitt Street Sydney, NSW, 2000 Australia

Prepared by:

SRK Consulting (Australasia) Pty Ltd Level 3, 18-32 Parliament Place West Perth, WA, 6005 Australia +61 8 9288 2000 www.srk.com ABN. 56 074 271 720

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Lead Author: Dr Karen Lloyd, Associate Principal Consultant Initials: KL Reviewer: Dr Michael Cunningham, Associate Principal Consultant Initials: MC

File Name:

LPM001_Independent Geologist's Report_Rev1.docx

Suggested Citation:

SRK Consulting (Australasia) Pty Ltd. 2022. Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory. Final. Prepared for Lithium Plus Minerals Ltd: Sydney, NSW. Project number: LPM001. Issued February. 2022.

Copyright © 2022

SRK Consulting (Australasia) Pty Ltd  LPM001  February 2022

Disclaimer : The opinions expressed in this Report have been based on the information supplied to SRK Consulting (Australasia) Pty Ltd (SRK) by Lithium Plus Minerals Ltd. The opinions in this Report are provided in response to a specific request from Lithium Plus Minerals Ltd to do so. SRK has exercised all due care in reviewing the supplied information. While SRK has compared key supplied data with expected values, the accuracy of the results and conclusions from the review are entirely reliant on the accuracy and completeness of the supplied data. SRK does not accept responsibility for any errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them. Opinions presented in this Report apply to the site conditions and features as they existed at the time of SRK’s investigations, and those reasonably foreseeable. These opinions do not necessarily apply to conditions and features that may arise after the date of this Report, about which SRK had no prior knowledge nor had the opportunity to evaluate.

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Contents  Final

Useful	Definitions ........................................................................................................................................................ vii
Executive Summary ..................................................................................................................................................... ix
1	Introduction ......................................................................................................................................................... 1
1.2	Competent Person and Practitioner consent...................................................................................................... 2
1.5	Classification ...................................................................................................................................................... 2
1.6	Site inspection .................................................................................................................................................... 3
2	Overview of the Projects ..................................................................................................................................... 5
2.1	Ownership and Tenure ....................................................................................................................................... 7
2.2	Access and location ............................................................................................................................................ 7
2.3	Climate ................................................................................................................................................................ 9
2.4	Royalties ........................................................................................................................................................... 10
3	Geological setting ............................................................................................................................................. 11
3.1	Mineralisation model ......................................................................................................................................... 13
3.2	The Bynoe Projects .......................................................................................................................................... 13
3.3	The Arunta Projects .......................................................................................................................................... 18
4	Historical exploration ........................................................................................................................................ 25
4.1	The Bynoe Projects .......................................................................................................................................... 25
5	Summary of exploration .................................................................................................................................... 33
5.1	Bynoe Project prospects ................................................................................................................................... 35
	5.1.1 Perseverance prospect ..................................................................................................................... 35
	5.1.2 Jeweller’s prospect ............................................................................................................................ 37
	5.1.3 Jenny’s prospect ............................................................................................................................... 39
	5.1.4 Lei prospect ....................................................................................................................................... 41
	5.1.5 SW Cai prospect ............................................................................................................................... 47
5.2	The Wingate Project ......................................................................................................................................... 52
5.3	The Arunta Projects .......................................................................................................................................... 53
	5.3.1 Spotted Wonder ................................................................................................................................ 53
5.4	Exploration and Targeting Strategy .................................................................................................................. 60
6	Prospectivity and use of funds.......................................................................................................................... 62
References .................................................................................................................................................................. 66

SRK CONSULTING (AUSTRALASIA) PTY LTD  FEBRUARY 2022  KL/MC

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Contents  Final

Tables

Table	2-1:	Tenement status ....................................................................................................................................... 7
Table	4-1:	Summary of drilling by Kingston ............................................................................................................. 28
Table	4-2:	Drill hole results ...................................................................................................................................... 28
Table	4-3:	Summary of exploration by Kingston ..................................................................................................... 32
Table	5-1:	Exploration summary.............................................................................................................................. 33
Table	5-2:	Results from Spotted Wonder initial drilling program ............................................................................. 55
Table	5-3:	Composite Li2O % intervals using a 0.12 Li2O cut off, more interesting intersections have been
		highlighted .............................................................................................................................................. 56
Table	6-1:	Bynoe Projects – technical use of funds (minimum subscription) .......................................................... 62
Table	6-2:	Bynoe Projects – technical use of funds (maximum subscription) ......................................................... 63
Table	6-3:	Arunta Projects – technical use of funds (minimum subscription) ......................................................... 64
Table	6-4:	Arunta Projects - technical use of funds (maximum subscription) ......................................................... 64

Figures Figure 2-1: Location of projects .................................................................................................................................. 5 Figure 2-2: Lithium Plus’s Bynoe Project and neighbouring Core’s mine development (Finniss Project) ................. 6 Figure 2-3: Location of Bynoe and Wingate Projects ................................................................................................. 8 Figure 2-4: Location of Arunta Projects ...................................................................................................................... 9 Figure 3-1: Summary of major rock type .................................................................................................................. 11 Figure 3-2: Summary of geological age by Era ........................................................................................................ 12 Figure 3-3: Schematic model showing rare-element enrichment halos around parental granitoids ........................ 13 Figure 3-4: Outcrop of the Two Sisters Granite ........................................................................................................ 14 Figure 3-5: Geology of Bynoe Project ...................................................................................................................... 15 Figure 3-6: Box 1: Bynoe Geology – legend ............................................................................................................. 16 Figure 3-7: Geology of the Wingate Project ............................................................................................................. 17 Figure 3-8: Box 2: Wingate Geology – legend .......................................................................................................... 18 Figure 3-9: Geology of the Barrow Creek Project..................................................................................................... 19 Figure 3-10: Box 3: Barrow Creek Geology – legend ................................................................................................. 20 Figure 3-11: Geology of the Spotted Wonder Project................................................................................................. 21 Figure 3-12: Box 4: Spotted Wonder Geology – legend ............................................................................................. 22 Figure 3-13: Geology of the Moonlight Project ........................................................................................................... 23 Figure 3-14: Box 5: Moonlight Geology – legend ....................................................................................................... 24 Figure 4-1: Historical prospects within the Bynoe Project – Kingston ...................................................................... 26 Figure 4-2: Radiometric and structural targets on EL31151 ..................................................................................... 27 Figure 4-3: Lei prospect – September 2017 interpretation by Kingston ................................................................... 30 Figure 4-4: Jewellers and Perseverance mapping ................................................................................................... 31 Figure 5-1: Jewellers, Jenny’s and Perseverance prospects ................................................................................... 34 Figure 5-2: Location of Min, Cai North, Cai, SW Cai and Bao – Bynoe Project ....................................................... 35 Figure 5-3: Historical workings – Perseverance ....................................................................................................... 36 Figure 5-4: Mapped weathered pegmatite dyke – Perseverance prospect .............................................................. 36 Figure 5-5: Geology interpretation of the Perseverance prospect ............................................................................ 37 Figure 5-6: Small pit at Jeweller’s prospect .............................................................................................................. 38 Figure 5-7: Geological interpretation of the Jeweller’s prospect .............................................................................. 39 Figure 5-8: Jenny’s prospect .................................................................................................................................... 40 Figure 5-9: Geology interpretation of the Jenny’s prospect and potential drill targets ............................................. 41 Figure 5-10: Kelly’s pit ................................................................................................................................................ 42 Figure 5-11: Structural correlation of pegmatite between Lei prospect and Core’s BP33 deposit ............................. 43 Figure 5-12: Lei Prospect – laterite with pegmatite fragments ................................................................................... 44 Figure 5-13: Lei Prospect – Interpreted pegmatite targets ......................................................................................... 45 Figure 5-14: Lei prospect Interpreted DGPR section ................................................................................................. 46

SRK CONSULTING (AUSTRALASIA) PTY LTD  FEBRUARY 2022  KL/MC

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Contents  Final

Figure 5-15: Lei prospect planned drilling .................................................................................................................. 47 Figure 5-16: Lithium in soil anomaly – Cai prospect(s) .............................................................................................. 48 Figure 5-17: Pegmatite and historical workings – SW Cai prospect .......................................................................... 49 Figure 5-18: Boulder of massive yellowish muscovite -–SW Cai prospect ................................................................ 49 Figure 5-19: Lithium in soil geochemistry at Cai and SW Cai .................................................................................... 50 Figure 5-20: DGPR section line 7 (200 m depth) showing multiple pegmatite targets ............................................... 51 Figure 5-21: Geology interpretation of the SW Cai prospect and proposed drill targets ............................................ 52 Figure 5-22: Lithium in soils geochemistry, highlighting the Delmore and Tank Hill prospects ................................. 54 Figure 5-23: Outcropping pegmatite at Delmore with amblygonite mineralisation ..................................................... 55 Figure 5-24: Delmore prospect hole locations ............................................................................................................ 58 Figure 5-25: Cross section looking southeast of traverse covering holes SWRC005-SWRC008 ............................. 59 Figure 5-26: Tank Hill prospect hole locations ........................................................................................................... 60

Appendices

Appendix A JORC Table 1: Bynoe Projects Appendix B JORC Table 1: Arunta Projects

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Useful Definitions  Final

Useful Definitions

This list contains definitions of symbols, units, abbreviations, and terminology that may be unfamiliar to the reader.

°C	degrees Celsius
A$	Australian dollar/s
AIG	Australian Institute of Geoscientists
Arunta Projects	Barrow Creek, Spotted Wonder, Moonlight Projects
ASIC	Australian Securities and Investment Commission
ASX	Australian Securities Exchange
AusIMM	Australasian Institute of Mining and Metallurgy
BPF	Bynoe Pegmatite Field
Bynoe Projects	Bynoe and Wingate Projects
Core	Core Lithium Ltd (ASX: CXO)
Cs	caesium
DGPR	deep ground penetrating radar
ELA	Exploration licence/s under application
ELs	Exploration licence/s
ESRI	Environmental Systems Research Institute, GIS mapping software
GEMIS	Geoscience Exploration and Mining Information system
GPR	ground penetrating radar
IGR or Report	Independent Geologist’s Report
JORC	Joint Ore Reserves Committee
JORC Code	the 2012 edition of the_Australasian Code for the Reporting of Exploration_
	Results, Mineral Resources and Ore Reserves
JV	Joint venture
kg	kilogram/s
Kingston	Kingston Resources Limited
km	kilometre/s
km2	square kilometres
LCT	lithium-caesium-tantalum
Li	lithium
Loza	Loza Radar Australia
LPM	Lithium Plus Minerals Ltd
LPP	Lithium Plus Pty Ltd
M	Million
m	metre/s
Ma	Million years
Mt	Million tonnes
PFS	Pre-feasibility study

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vii

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Useful Definitions  Final

ppm	parts per million
Projects	Lithium Plus Minerals Ltd’s Bynoe and Arunta Lithium Tenements
RC	reverse circulation (drilling)
S&P	Standard & Poor’s
SRK	SRK Consulting (Australasia) Pty Ltd
SRTM	Shuttle Radar Topography Mission
t	tonnes
Ta	tantalum
US$	United States dollar
VALMIN Code	the 2015 edition of the_Australasian Code for the Public Reporting of Technical_
	Assessments and Valuations of Mineral Assets

SRK CONSULTING (AUSTRALASIA) PTY LTD  FEBRUARY 2022  KL/MC

viii

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Executive Summary  Final

Executive Summary

Lithium Plus Minerals Ltd (LPM) is proposing to list its securities on the Australian Securities Exchange (ASX) (Proposed Listing).

SRK Consulting (Australasia) Pty Ltd (SRK) has been appointed by LPM to provide an Independent Geologist’s Report (IGR or Report) on LPM’s Bynoe and Arunta Lithium Tenements (Projects) located in the Northern Territory of Australia. The Report will be included in the Prospectus relating to the Proposed Listing. SRK’s Report does not comment on the ‘fairness and reasonableness’ of any transaction between LPM and any other parties.

The Report has been prepared under the guidelines of the 2015 edition of the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code). The VALMIN Code incorporates the 2012 edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). In addition, the Report has been prepared in accordance with the relevant requirements of the Listing Rules of the ASX and relevant Australian Securities and Investment Commission (ASIC) Regulatory Guidelines.

The Projects comprise 19 granted exploration licences (ELs) and three exploration licences under application (ELA). Under the definitions outlined in the VALMIN Code (2015 Edition), SRK has classified the Projects as Early to Advanced Exploration Stage. SRK notes that mineral assets at a similar stage of study are inherently speculative in nature given the low level of technical confidence.

The compilation of the Report has revealed material exploration results that contribute to the technical validity of the Projects. Documentation to support reporting these results under JORC Code 2012 guidelines is attached as Appendices A and B to this Report. No Mineral Resource or Ore Reserve estimates have been prepared or reported for the Projects.

LPM has developed a technical budget that relies on monies raised from the Proposed Listing. The technical budget is summarised in Table ES-1. Additional details relating to the uses of funds are presented in Section 4 of the Report and in the Prospectus relating to the Proposed Listing.

Table ES-1: Summary Proposed technical budget

Project Bynoe Arunta Total	Minimum Subscription Allocation Maximum Subscription Allocation Activity Total Minimum (A$M) Total Maximum (A$M)
	71% 80% Hyperspectral interpretation, DGPR, RC and DD drilling 3.45 5.45
	29% 20% Hyperspectral interpretation, DGPR, RC and DD drilling 1.4 1.4
	100% 100% All Activities 4.85 6.85

SRK CONSULTING (AUSTRALASIA) PTY LTD  FEBRUARY 2022  KL/MC

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Executive Summary  Final

SRK has reviewed the planned work programs and the amounts allocated to those programs. Based on its review, SRK is of the opinion that the programs are reasonable for the purpose of advancing the study status of the Projects. The funds allocated by LPM for the technical assessment of the Project should be sufficient to sustain the planned work programs over a 24-month budget period. Progressive expenditure will depend on the success of the proposed drilling and technical studies. LPM may require additional funds should the outcome of the first year of the work program necessitate modifications to the second year of the work program.

The facts, opinions and assessments presented in this Report are current on 12 February 2022.

SRK CONSULTING (AUSTRALASIA) PTY LTD  FEBRUARY 2022  KL/MC

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Introduction  Final

1 Introduction

LPM is proposing to list its securities on the ASX (Proposed Listing). SRK has been appointed by LPM to prepare an IGR on its Bynoe and Arunta Lithium Tenements located in the Northern Territory of Australia.

This IGR is intended to properly inform readers of LPM’s Prospectus about the status and exploration potential of LPM’s projects and to provide commentary on its proposed future exploration and development programs and presents the following technical assessment as at the Effective Date of 12 February 2022.

an overview of the geological setting of the Projects and the associated mineralisation
an outline of the historical and recent exploration work undertaken at the Projects
SRK’s opinion on the exploration and development potential of the Projects
a summary of the key technical risks and opportunities associated with the Projects
SRK’s opinion on the reasonableness of LPM’s budgeted technical work programs.

Certain units of measurements, abbreviations and technical terms are defined in the definitions of this IGR. Unless otherwise explicitly stated, all quantitative data as reported in this IGR are reported on a 100% basis. Unless otherwise stated, grid coordinates are in metres MGA (1994) Zone 52 and figures are projected in Mercator (WGS84).

1.1 Reporting standard

The Report has been prepared under the guidelines of the 2015 edition of the VALMIN Code. The VALMIN Code incorporates the 2012 edition of the JORC Code. In addition, the Report has been prepared in accordance with the relevant requirements of the Listing Rules of the ASX and relevant ASIC Regulatory Guidelines.

SRK has taken all reasonable care to ensure that the information contained in this IGR is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import and no material change has occurred from the Effective Date that would require any amendment to the Report. The Report does not comment on the ‘fairness and reasonableness’ of any transaction between LPM and any other parties.

The Report was prepared by Dr Karen Lloyd with peer review by Dr Michael Cunningham (authors).

The authors are Members or Fellows of either the Australasian Institute of Mining and Metallurgy (AusIMM) and/or the Australian Institute of Geoscientists (AIG) and, as such, are bound by both the VALMIN Code and the JORC Code.

For the avoidance of doubt, this report has been prepared according to:

the 2015 edition of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code)
the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code).

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As per the VALMIN Code (2015), a first draft of the Report was supplied to LPM to check for material error, factual accuracy and omissions before the final Report was issued. The final Report was issued following review of any comments made by LPM.

1.2 Competent Person and Practitioner consent

The Competent Person who has reviewed the exploration results as reported by LPM and the information in this Report that relates to the technical assessment of the Projects is based on, and fairly reflects, information compiled, and conclusions derived by Dr Karen Lloyd.

Dr Lloyd is a Fellow of the AusIMM. Dr Lloyd is employed by SRK, an independent mining consultancy. Dr Lloyd has sufficient experience that is relevant to the technical assessment of the mineral assets under consideration, the style of mineralisation and the type of deposit under consideration, and the activity being undertaken to qualify as a Practitioner as defined in the 2015 edition of the VALMIN Code and as a Competent Person as defined in the 2012 edition of the JORC Code.

Dr Lloyd consents to the inclusion in the Report of the matters based on this information in the form and context in which it appears. As defined in the VALMIN Code (2015), mineral assets comprise all property including (but not limited to) tangible property, intellectual property, mining and exploration Tenure and other rights held or acquired in relation to the exploration, development of and production from those Tenures. This may include plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals relating to that Tenure.

1.3 Forward-looking statement

Mineral exploration is a high-risk process, particularly during the early phases. It is possible that no significant mineralisation exists. Project success can also be impacted by uncertainty in the market, including volatility and variations in commodity prices, which may have either positive or negative impacts.

1.4 Work program

SRK’s work program commenced in December 2021, with a technical assessment of material data, including reports sourced from LPM, public data and subscription databases such as S&P Global Market Intelligence database services. Further to this review and assessment, the Report was prepared by SRK.

1.5 Classification

SRK classified the Projects in accordance with the categories outlined in the VALMIN Code (2015), these being:

Early-Stage Exploration Projects – Tenure holdings where mineralisation may or may not have been identified, but where Mineral Resources have not been identified.
Advanced Exploration Projects – Tenure holdings where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by drill testing, trenching or some other form of detailed geological sampling. A Mineral

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Resource estimate may or may not have been made, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the Mineral Resources category.

Pre-development Projects – Tenure holdings where Mineral Resources have been identified and their extent estimated (possibly incompletely), but where a decision to proceed with development has not been made. Properties at the early assessment stage, properties for which a decision has been made not to proceed with development, properties on care and maintenance and properties held on retention titles are included in this category if Mineral Resources have been identified, even if no further work is being undertaken.
Development Projects – Tenure holdings for which a decision has been made to proceed with construction or production or both, but which are not yet commissioned or operating at design levels. Economic viability of Development Projects will be proven by at least a pre-feasibility study (PFS).
Production Projects – Tenure holdings – particularly mines, wellfields and processing plants that have been commissioned and are in production.

SRK has classified the Projects as Early-Stage Exploration.

1.6 Site inspection

Under Section 11.1 of the VALMIN Code, where inspection of a Mineral Asset or Tenure is likely to reveal information or data that is Material to a Public Report, the Specialist should inspect it.

SRK is satisfied that there is sufficient current information available to allow an informed evaluation to be made without an inspection to the Projects. The Projects are at an Early to Advanced Exploration stage with no limited lithological exposure and no site-based datasets.

1.7 Effective Date

The Effective Date of this Report is 12 February 2022. The Technical Information contained in this Report has been prepared as at the Effective Date.

1.8 Legal matters and limitations

SRK has not been engaged to comment on any legal matters. SRK notes that it is not qualified to make legal representations as to the ownership and legal standing of the mineral Tenements relating to the Projects that are the subject of this Report. SRK has not attempted to confirm the legal status of the Tenements with respect to joint venture (JV) agreements, local heritage or potential environmental or land access restrictions. Information regarding the legal status of the Project is given in the Independent Solicitors Report which is appended to the Prospectus. SRK has made all reasonable enquiries into this status at the Effective Date of this Report and has relied on the Independent Solicitors Report for the purpose of this Report.

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SRK’s opinion contained herein is based on information provided to SRK by the LPM throughout the course of SRK’s assessment as described in the Report, which in turn reflects various technical and economic conditions at the time of writing. Such technical information as provided by LPM was taken in good faith by SRK. This Report includes technical information, which requires subsequent calculations to derive subtotals, totals, averages, and weighted averages. Such calculations may involve a degree of rounding. Where such rounding occurs, SRK does not consider it to be material.

LPM has confirmed in writing to SRK that full disclosure has been made of all material information and that to the best of its knowledge and understanding, the information provided by LPM was complete, accurate and true; and not incorrect, misleading, or irrelevant in any material aspect.

This Report concerns a technical assessment and is not financial product advice and, in preparing this Report, SRK is not operating under an Australian Financial Services Licence.

1.9 Statement of SRK independence

Neither SRK nor the authors of this Report have any material present or contingent interest in the outcome of the Report, nor any pecuniary or other interest that could be reasonably regarded as capable of affecting the independence of SRK.

1.10 Indemnities

As recommended by the VALMIN Code (2015), LPM has provided SRK with an indemnity under which SRK is to be compensated for any liability and/or any additional work or expenditure resulting from any additional work required:

that results from SRK's reliance on information provided by LPM or not providing material information
that relates to any consequential extension workload through queries, questions or public hearings arising from the Report.

1.11 Consulting fees

SRK’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, SRK’s knowledge of the assets and availability of data. The fee payable to SRK for this engagement is estimated at approximately A$32,920. The payment of this professional fee is not contingent upon the outcome of this Report.

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2 Overview of the Projects

LPM holds a 100% interest two major Projects containing a total of five sub-projects in the Northern Territory of Australia (Figure 2-1):

The Bynoe Project - includes Bynoe and Wingate sub-projects
The Arunta Project – includes the Barrow Creek, Spotted Wonder and Moonlight sub-projects.

Figure 2-1: Location of projects

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Source: Modified from LPM Management Information

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The Bynoe Project lies to the west and east of Core Lithium Ltd (ASX:CXO) (Core)’s Finniss Project and is located about 45 km south of Darwin, Northern Territory (Figure 2-2). Mineralisation at the Finniss Project is hosted within north-northeast trending spodumene bearing pegmatites. Similar trending pegmatites (in some cases along strike from those located within the Finniss Project) occur in the Bynoe Project.

Figure 2-2: Lithium Plus’s Bynoe Project and neighbouring Core’s mine development (Finniss Project)

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Source: Modified from LPM Management Information Notes: Bynoe prospects include Bao, Cai, Jewellers, Lei, Liana, Min, Perseverance and SW Cai.

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2.1 Ownership and Tenure

The Tenement status is summarised in Table 2-1. Expenditure commitments, rents, rates, third party obligations and material agreements are given in the Independent Solicitors Report which is included in the Prospectus. SRK undertook a public record search on the Northern Territory Government of Australia STRIKE database and confirms that all the Project Tenements are 100% registered in the name of Lithium Plus Minerals Ltd at 12 February 2022.

Table 2-1: Tenement status

Tenement Number	Project	Area	Grant Date	Expiry Date	Area (km2)
EL31091	Bynoe	Charlotte	2016-08-25	2022-08-24	15.3
EL31092	Bynoe	West Arm	2016-08-25	2022-08-24	17.88
EL31132	Bynoe	Wingate North	2016-12-07	2022-12-06	193.25
EL31133	Bynoe	Bynoe North A	2016-09-19	2022-09-18	22.85
EL31150	Bynoe	Bynoe South D	2016-09-19	2022-09-18	2.91
EL31151	Bynoe	Bynoe South A	2016-09-19	2022-09-18	25.84
EL31200	Bynoe	Bynoe SW A	2016-09-19	2022-09-18	53.99
EL31206	Bynoe	Bynoe SW BB	2016-09-19	2022-09-18	29.55
EL31207	Bynoe	Bynoe SW BC	2016-09-19	2022-09-18	19.31
EL31419	Bynoe	Main 1	2017-07-13	2023-07-12	93.68
EL31485	Bynoe	Main 2	2017-08-07	2023-08-06	13.97
EL32204	Bynoe	Fog Bay Road	2021-04-26	2027-04-25	1.71
EL31134	Bynoe	LP Road	Under application		12.69
EL31136	Bynoe	Bynoe South C	Under application		76.69
EL31205	Bynoe	Bynoe SW BA	Under application		27.27
EL31138	Arunta	Spotted Wonder	2016-10-03	2022-10-02	73.01
EL31148	Arunta	Barrow Creek A	2016-10-03	2022-10-02	172.72
EL31212	Arunta	Bundey	2016-10-10	2022-10-09	344.02
EL31214	Arunta	Powell	2016-10-10	2022-10-09	107.4
EL31242	Arunta	Barrow Creek NW	2016-10-03	2022-10-02	236.29
EL31285	Arunta	Eco Dam	2016-12-07	2022-12-06	130.07
EL31553	Arunta	East Delmore	2018-01-10	2024-01-09	22.23

2.2 Access and location

The Bynoe Project is located on the Cox Peninsula, centred on the town of Bynoe, approximately 100 km south-southwest from the state capital of Darwin in the Northern Territory (Figure 2-3). The northern Tenements can be accessed by road from Darwin via the Stuart highway and then west along the sealed Cox Peninsula and Fog Bay Roads. The southern Tenements can be accessed via the Stuart highway and then west along the sealed Batchelor Road, Rum Jungle Road and Litchfield Park Road which traverses the northern section of the Litchfield National Park.

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Figure 2-3: Location of Bynoe and Wingate Projects

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Source: National Geographic basemap (ESRI)

The Arunta Project is divided into three project areas (Figure 2-4). Spotted Wonder is located approximately 200 km north-northeast of Alice Springs in the Northern Territory. It can be accessed from Alice Springs north along the Stuart Highway then east along the Plenty Highway and north on the Delmore Downs road via the Delny Homestead. Moonlight (Powell) is located approximately 200 km northeast of Alice Springs and can be accessed from Alice Springs north along the Stuart Highway and then east on the Plenty Highway to the unsealed Indiana Homestead Road. Barrow Creek is located approximately 300 km north of Alice Springs and can be accessed along the Stuart Highway.

Both Darwin and Alice Springs are serviced daily by intrastate commercial flights from most Australian state capital cities. Local labour and machine hire can be sourced from both Darwin and Alice Springs.

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Figure 2-4: Location of Arunta Projects

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Source: National Geographic basemap (ESRI)

2.3 Climate

The Bynoe Project is located at the northern end of the Northern Territory where the climate is tropical and experiences high humidity over two seasons: the wet (October to April) and the dry (May to September). During the dry season, most days are warm and sunny, and afternoon humidity averages around 30%. There is very little rainfall between May and September. In the coolest months of June and July, the daily minimum temperature may dip as low as 14ºC, but very rarely lower with no frost. The wet season is associated with tropical cyclones and monsoon rains. Most rainfall occurs between December and March (the southern hemisphere summer), when thunderstorms are common and afternoon relative humidity averages over 70% during the wettest months. On average, more than 1,570 mm of rain falls in the north per annum. Rainfall is highest in

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northwest coastal areas, where annual rainfall averages from 1,800 to 2,100 mm. Tropical cyclones causing flash flooding can impede exploration and other activities in the summer months.

The Arunta (Barrow Creek, Spotted Wonder and Moonlight) Projects are located at the southern end of the Northern Territory, in the desert centre of the county where the climate is semi-arid with little rain. Seasons are more distinct in this part of central Australia, with very hot summers and cool winters. Frost is recorded a few times a year. The region receives less than 250 mm of rain per year which usually falls between October and March. Extreme heat can impede exploration and other activities in the summer months.

2.4 Royalties

The Northern Territory uses a net value system to calculate mineral royalties. Payable royalty for all minerals (except uranium) is calculated at a flat rate on any profit or net value from mineral production.

The formula is:

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Additional private royalties are calculated on an agreement basis. SRK is not aware of any private royalty agreements over the Projects.

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3 Geological setting

The Bynoe Projects (Bynoe and Wingate) and Arunta Projects (Barrow Creek, Spotted Wonder, Moonlight) are located on sedimentary and igneous rocks (Figure 3-1) of primarily Palaeoproterozoic age, but also with subordinate Palaeozoic aged sequences (Figure 3-2).

Figure 3-1: Summary of major rock type

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Source: Modified from Geoscience Exploration and Mining Information system (GEMIS), Northern Territory Government, Geology 1:2500000

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Figure 3-2: Summary of geological age by Era

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Source: Modified from GEMIS, Northern Territory Government, Geology 1:2500000

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3.1 Mineralisation model

The Bynoe and Arunta Projects are prospective for lithium spodumene bearing pegmatite (Figure 3-3).

The pegmatites are hosted by granite and are ‘ coarse-grained igneous rocks containing abundant crystals with skeletal, graphic or other strongly directional growth habits, or anisotropic layered mineral fabrics ’ (London, 1992, 2008).

Figure 3-3: Schematic model showing rare-element enrichment halos around parental granitoids

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Source: Modified after Trueman and Cerný, 1989; Cerný, 1989; Galeschuk and Vanstone, 2005; Bradley et al (2017) Notes: Model showing regional zoning patterns in a pegmatite field which is typical of rare-element suites of enriched pegmatites. The most prospective pegmatites are located furthest from the source parental granite.

3.2 The Bynoe Projects

The Bynoe Projects (Bynoe and Wingate) are geologically centred around the Bynoe Pegmatite Field (BPF) which has a long history of artisanal and small-scale mining of tin and tantalum. Since 2016 exploration activities in the area have largely focused on the discovery of economic lithium mineralisation hosted in pegmatites.

The Bynoe pegmatites are lithium-caesium-tantalum (LCT)-bearing type that evolved from the S- type Two Sisters Granite approximately 1,850 million years (Ma) ago (Figure 3-4). The Two Sisters Granite was emplaced into the overlying turbiditic Burrell Creek Formation under conditions favourable for the development and injection of volatile-rich structurally controlled pegmatites. The pegmatites range from narrow ‘veins’ to broad lozenge-shaped bodies up to 500 m long and 60 m wide, generally trending north–northeast, parallel to regional fabric. They are expressed at surface

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as highly weathered clay-quartz (smectite-kaolinite) saprolite, close to the Cainozoic weathering surface.

Figure 3-4: Outcrop of the Two Sisters Granite

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Source: Background image is NW illumination of topography derived from Shuttle Radar Topography Mission (SRTM) at 30 m cell. The yellow outcrop of Two Sisters Granite is derived from Litchfield North Special, 1:250,000 Interpreted Geological Series, First Edition 2010, Northern Territory Geological Survey.

Notes: Dashed boundary is an interpretation of the Two Sisters granite at surface contact.

The BPF lies east of a major north–south trending domain fault mostly within the Palaeoproterozoic aged Finniss River Group (Figure 3-5).

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Figure 3-5: Geology of Bynoe Project

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Source: Litchfield 1:250K Geology, Northern Territory Geological Survey. Mineral Resources sourced from ASX:CXO announcement dated 26 July 2021.

Notes: see Box.1 - Figure 3-6 for legend.

The geology of the Wingate project comprises the Neoproterozoic Tolmer Group sequences in the east, which unconformably overlies the Finniss River Group sequences toward the west (Figure 3-7).

The Finniss River Group (Chilling Sandstone and Noltenius Formation) have been intruded by the Mesoproteroeozoic Allia Creek Granite intrusion. The rocks form tight folds with occasional overturned beds, and a southwest vergence.

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Figure 3-6: Box 1: Bynoe Geology – legend

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The geology of the Wingate project comprises the Neoproterozoic Tolmer Group sequences in the east, which unconformably overlies the Palaeoproterozoic Finniss River Group sequences toward the west (Figure 3-7). The Finniss River Group (Chilling Sandstone and Noltenius Formation) have been intruded by the Mesoproteroeozoic Allia Creek Granite intrusion. The rocks form tight folds with occasional overturned beds, and a southwest vergence.

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Figure 3-7: Geology of the Wingate Project

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Source: Pine Creek 1:250K Geology (SD 52-08); Fergusson River 1:250K Geology (SD 52-12). Notes: see Box 2 - Figure 3-8 for legend

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Figure 3-8: Box 2: Wingate Geology – legend

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3.3 The Arunta Projects

The Arunta Projects are geologically centred around the Barrow Creek Pegmatite Field and the Alcoota Pegmatite Region. Swarms of linear north–northwest-trending pegmatites contain spodumene, niobium, tantalite, columbite, tapiolite, and cassiterite mineralisation. These pegmatites typically have a flat dip which contrasts with the steep-dipping regional trend. They have intruded schists along several fractures. The poorly exposed pegmatites are quartzorthoclase-muscovite-tourmaline, grading to quartz-muscovite, quartz-tourmaline, and singularly quartz or muscovite. Some of the pegmatites are banded, some weathering to kaolin, and unmetamorphosed. It is understood that small-scale mining of tantalum occurred on some of the pegmatites around 1949, with the establishment of the Ivy mine. A processing facility was erected at Salt Lake Bore which is near the Stuart Highway. There are no production records available.

The Barrow Creek project spans two Tenements; EL31242 (North) and EL31148 (South). The north Tenement comprises Early Proterozoic sequences of sandstones. These sequences have very steep dips to the southwest, and some cases, bedding has been overturned (Figure 3-9).

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Figure 3-9: Geology of the Barrow Creek Project

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Source: Barrow Creek 1:250K Geology (SF 53-6) Notes: see Box 3 - Figure 3-10 for legend

The sequences within EL31148 have a strong northwest trend, forming an asymmetrical antiform with steep dips to near vertical to the northeast in the east, and gentler southwest dips to the southwest (Figure 3-9). The main sequence in the east is the Early Proterozoic aged Bean Tree Granite of the Barrow Creek Granite Complex, followed by the younger Late Proterozoic aged Central Mount Stuart Formation (Forster Member) to the west. In the southwest of the Tenement, the Early Proterozoic aged Ooralingie Granite forms (also part of the Barrow Creek Granite Complex) a northwest belt with moderate dips mostly to toward the southwest.

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Figure 3-10: Box 3: Barrow Creek Geology – legend

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The geology of the Spotted Wonder project is dominated by the Palaeoproterozoic aged Mount Swan granite in the southeast (Figure 3-11). It mostly intrudes Palaeoproterozoic metamorphosed sequences of the Mopunga Group to the northwest. Major faults and foliation have a westnorthwest trend, dipping to the northeast.

The project area is dissected by the Bundgey River.

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Figure 3-11: Geology of the Spotted Wonder Project

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Source: Huckitta 1:250K Geology (SF 53-11); Alcoota 1:250K Geology (SF 53-10) Notes: see Box 4 - Figure 3-12 for legend.

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Figure 3-12: Box 4: Spotted Wonder Geology – legend

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The geology of the Moonlight project is dominated by Palaeoproterozoic aged sequences of the Harts Range Group (Figure 3-13). These sequences form a refolded arcuate structure swinging toward a more southerly strike to the south. These sequences have experienced high grade metamorphism and include rocks of gneiss and amphibolite type.

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Figure 3-13: Geology of the Moonlight Project

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Source: Huckitta 1:250K Geology (SF 53-11); Illogwa Creek 1:250K Geology (SF 53-15) Notes: see Box 5 – Figure 3-14 for legend.

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Figure 3-14: Box 5: Moonlight Geology – legend

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4 Historical exploration

4.1 The Bynoe Projects

The Bynoe district has historical exploration and production dating back to 1886 when tin was discovered. By 1890 the Leviathan and Annie Mines were being worked, with production undertaken on an intermittent basis until 1920. The production records are unavailable. In 1903 the Hang Gong Wheel of Fortune mine was discovered. The mine was closed in 1907 after producing a total of 189 tonnes of concentrates.

In the early 1980s, interest in the BPF was renewed during a period of high tantalum prices. Greenbushes Tin, which owned and operated the Greenbushes Tin and Tantalite (and later spodumene) Mine in Western Australia, entered into a JV agreement, with the Barbara Mining Corporation, a subsidiary of Bayer AG of Germany. Greenex (the exploration arm of Greenbushes Tin) explored the BPF between 1980 and 1990 and produced tin and tantalite from its Observation Hill Treatment Plant between 1986 and 1988. Fieldcorp Pty Ltd then operated the project between 1991 and 1995.

From 2006–2008, Haddington Resources Ltd worked the Bynoe area in a JV with Arnhem Resources Pty Ltd. They undertook rock chip, soil and shallow RAB sampling in grids over three areas which are located on the current Tenure to the west and south of EL31091. These sampling programs identified coincident lithium and tantalum surface anomalies.

In August 2016, Kingston Resources Limited (Kingston) was granted the first of its Bynoe area Tenements (EL31091 and EL31092), which are located at the northern end of the BPF. At the time, exploration was focused on tin and tantalum, and the area remained underexplored for lithium mineralisation. In September 2016, Kingston reported that it had expanded Bynoe with a new Tenement application over EL31419. A further six ELAs had been granted, bringing the total granted Tenure at Bynoe to 188 km[2] .

In November 2016, Kingston reported that it had identified several priority pegmatite targets (Cai, Lei, Bao, Liana and Min) at Bynoe through rock chip and soil sampling and that drilling plans had been submitted for approval (Figure 4-1).

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Figure 4-1: Historical prospects within the Bynoe Project – Kingston

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Source: Kingston ASX release dated 19 April 2017

In March 2017, Kingston reported that it had identified lithium mineralisation in outcropping pegmatites at its Arunta Project. The physical appearance and mineral chemistry of sampled mineralisation indicated that it was the lithium phosphate mineral, amblygonite. Petrological investigations were commissioned.

Kingston’s initial soil sampling program comprised 191 samples at broad grid spacings between 100 and 200 m, with target areas infilled to a 25 m grid. The program identified a new zone with high lithium (Li) in soil values over approximately 300 m of strike. The program also confirmed the association of caesium (Cs), tantalum (Ta) and lithium in soil around historical workings.

In April 2017, Kingston reported that it received approval to drill at Bynoe and that the initial drilling program comprised 3,000 to 4,000 m of reverse circulation (RC) drilling which was scheduled to commence once the seasonal rains had finished (Figure 4-1). Geophysical interpretation of aeromagnetic and radiometric data had aided in refining the prospectivity model for additional exploration areas, including those in EL31151 (Figure 4-2).

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Figure 4-2: Radiometric and structural targets on EL31151

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Source: Kingston ASX release dated 19 April 2017

In May 2017, Kingston reported that fieldwork had re-commenced and that the planned drilling at Bynoe was underway. Concurrently with the RC program at Bynoe, Kingston was advancing its regional soil programs. Sampling across five Tenements in the Bynoe Project would be completed in quarter three of 2017.

In July 2107, Kingston reported the results of its drilling program at Bynoe. The program comprised 45 holes for a total of 4,507 m: nine at Lei (924 m), 29 at Cai (2,938 m), five at Bao (493 m) and two at Liana (152 m) (Table 4-1 and Table 4-2). Most of the drilling was focused on lithium prospectivity within EL31133. The drilling at the Lei prospect intersected lithium mineralisation, including a result of 12 m at 1.43% Li2O in hole KBRC024.

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Table 4-1: Summary of drilling by Kingston

Prospect	Hole No	Year Drilled	Hole Type No Holes	Total metres	Samples Assayed
Cai	KBRC001-12; 28-45		30	2,938	613
Bao	KBRC013; 16-19		5	493	283
		2017	RC
Liana	KBRC014-15		2	152	37
Lei	KBRC020-28		8	924	250

Table 4-2: Drill hole results

Hole Id	Easting	Northing	RL	Prospect	Dip	Azimuth	Length	From	To Li2O% Ta ppm
KBRC001	691707	8598045	47	Cai	-60	90	100	No	significant intersection
KBRC002	691667	8598051	44	Cai	-60	90	118	No	significant intersection
KBRC003	691740	8598048	35	Cai	-60	90	88	No	significant intersection
KBRC004	691727	8597928	48	Cai	-60	90	100	47	48 0.06 100
KBRC005	691686	8597919	38	Cai	-60	90	76	No	significant intersection
KBRC006	691735	8597790	22	Cai	-60	90	100	No	significant intersection
KBRC007	691687	8597796	47	Cai	-60	90	82	No	significant intersection
KBRC008	691569	8597902	29	Cai	-60	90	100	No	significant intersection
KBRC009	691656	8597438	33	Cai	-60	90	100	32	33 0.03 137
KBRC010	691622	8597437	34	Cai	-60	90	118	15	18 0.02 193
							And	73	74 0.03 18
KBRC011	691564	8598053	29	Cai	-60	90	118	No	significant intersection
KBRC012	691607	8598055	48	Cai	-60	90	88	14	18 0.03 140
KBRC013	688876	8597912	31	Bao	-60	45	88	No	significant intersection
KBRC014	693981	8587689	47	Liana	-60	215	88	33	34 0.02 234
							And	39	42 0.07 243
KBRC015	694019	8587715	47	Liana	-60	215	64	20	26 0.05 130
KBRC016	688941	8597789	35	Bao	-60	45	99	No	significant intersection
KBRC017	688916	8597761	28	Bao	-60	45	118	No	significant intersection
KBRC018	688944	8597821	77	Bao	-60	45	88	No	significant intersection
KBRC019	688916	8597938	31	Bao	-60	45	100	No	significant intersection
KBRC020	693667	8591157	24	Lei	-60	270	100	No	significant intersection
KBRC021	693700	8591160	22	Lei	-60	270	100	No	significant intersection
KBRC022	693665	8591240	25	Lei	-60	270	88	0	11 0.02 236
KBRC023	693666	8591199	2	Lei	-60	270	118	56	57 0.04 103
							And	62	63 0.10 101
KBRC024	693703	8591200	21	Lei	-60	270	172	121	134 1.36 47
							And	142	158 0.69 58
KBRC025	693737	8591158	20	Lei	-60	270	100	No	significant intersection
KBRC026	693780	8591158	21	Lei	-60	270	112	No	significant intersection
KBRC027	693646	8591196	26	Lei	-60	270	52	28	30 0.04 169
							And	33	34 0.04 170
							And	40	41 0.03 116
KBRC028	693823	8591147	37	Lei	-60	270	82	No	significant intersection
KBRC029	691685	8597151	25	Cai	-60	135	100	No	significant intersection
KBRC030	691655	8597178	28	Cai	-60	135	100	20	22 0.04 210

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Hole Id	Easting	Northing	RL	Prospect	Dip	Azimuth	Length	From	To	Li2O%	Ta ppm
KBRC031	691633	8597200	22	Cai	-60	135	100	51	53	0.01	122
KBRC032	691606	8597228	33	Cai	-60	135	100	82	83	0.05	215
KBRC033	691745	8597206	25	Cai	-60	135	100	No	significant intersection
KBRC034	691714	8597225	34	Cai	-60	135	100	No	significant intersection
KBRC035	691574	8597006	33	Cai	-60	135	100	41	44	0.01	249
KBRC036	691552	8597034	NR	Cai	-60	135	100	65	67	0.01	180
KBRC037	691533	8597056	NR	Cai	-60	135	94	83	85	0.02	132
KBRC038	691659	8597361	NR	Cai	-60	90	100	No	significant intersection
KBRC039	691621	8597363	NR	Cai	-60	90	100	74	76	0.05	370
KBRC040	691662	8597524	NR	Cai	-60	90	84	38	40	0.02	370
							And	44	45	0.02	254
							And	49	50	0.02	202
KBRC041	691620	8597485	NR	Cai	-60	90	112	29	31	0.01	750
							And	78	79	0.09	104
KBRC042	691580	8597440	NR	Cai	-60	90	136	113	114	0.03	161
							And	120	121	0.01	105
KBRC043	691619	8597523	NR	Cai	-60	90	106	33	36	0.01	104
							And	88	89	0.02	103
KBRC044	691529	8597902	NR	Cai	-60	90	118	No	significant intersection
KBRC045	691605	8597900	NR	Cai	-60	90	100	No	significant intersection

Notes: NR = Not Recorded; ppm = parts per million; dip and azimuth in degrees

Subsequent surveys using deep ground penetrating radar (DGPR) technology indicated that the host pegmatite has a northeasterly strike, and a second pegmatite may be located approximately 180 m further east. Follow-up drilling was being planned to continue testing the Lei area.

In September 2017, Kingston reported that it had conducted additional field work at Bynoe to further refine its lithium targets through geological mapping, soil sampling and DGPR surveys. DGPR surveys at Lei had extended the potential strike of the Lei pegmatite to approximately 350 m. The surveys also confirmed a second, parallel pegmatite (Figure 4-3).

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Figure 4-3: Lei prospect – September 2017 interpretation by Kingston

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Source: Kingston ASX release dated 26 September 2017

Additionally, Kingston reported that it had completed geological mapping of the historical Jewellers and Perseverance tin-tantalum prospects, which identified outcropping pegmatites exposed in old costeans. These were mapped as a semi-continuous zone up to 500 m in strike at Jewellers prospect and approximately 100 m strike at Perseverance prospect (Figure 4-4).

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Figure 4-4: Jewellers and Perseverance mapping

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Source: Kingston ASX release dated 26 September 2017

A summary of exploration work done by Kingston is summarised in Table 4-3.

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Table 4-3: Summary of exploration by Kingston

Technique	Work undertaken	Summary results
Field mapping-	Numerous trips to investigate historical
reconnaissance	workings and outcropping pegmatites.
Soils	2,952 surface soil samples.	Numerous lithium in soil features identified.
		Possible false lithium in soil anomalies
		present in sandy drainage channels.
Rock Chips	189 surface rock chip samples.	The deep weathering at Bynoe makes
		identifying through observation or assay
		spodumene at surface difficult. The
		weathered spodumene bearing pegmatite
		interpreted to be identified and sampled at
		Lei Prospect. Locating this heavy
		weathered pegmatite is the key for
		identifying further lithium bearing
		pegmatites.
Magnetic/radiom	Thomson Aviation undertook an airborne	High quality data received, provided a
etric survey	magnetic and radiometric survey over	strong context for the geological trends
	Kingston’s granted Tenure (EL31133,	(magnetics) and illustrated the complexity of
	EL31091, EL31092, EL31150, EL31151,	the regolith profile (radiometrics).
	EL31200). It consisted of 50 m spaced
	east/west lines at a flight height of 35 m.
Geophysical	Southern Geoscience engaged to do an	SGC utilised radiometric and structural
Review	independent review of the lithium potential	features to identify target areas.
	from the new and existing geophysical data
	sets.
DGPR	7.1 line km of DGPR.	Line traverses at (Cai, Lei, Jewellers,
		Perseverance, SW Cai, Jenny’s).
Petrology	KN0105.	Lithium value unexplained by petrology
		investigation.
Drilling	45 holes for a total of 4,507 m: nine at Lei	Best result of 12 m @ 1.43% Li2O in hole
	(924 m); 29 at Cai (2,938 m); five at Bao	KBRC024 (Lei Prospect).
	(493 m); and two at Liana (152 m).

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5 Summary of exploration

Lithium Plus Pty Ltd (LPP) purchased 100% of Tenements from Kingston in August 2018, which were subsequently transferred to LPM in December 2021. This includes 11 granted (covering an area of 297 km[2] ) contiguous with Core’s exploration area. Since acquiring the Tenure, LPP has conducted several site inspections, and commissioned a further 7.65 km of DGPR line acquisition. Rock chip sampling and mapping has also been completed at SW Cai and SE Cai prospects, as well as within EL32204.

A summary of exploration conducted by Kingston and LPP over the Bynoe Project prospects is presented in Table 5-1:

Table 5-1: Exploration summary

Prospect	Soils	DGPR	Magnetics	Drilling	Outcrop
Lei	✓	✓	✓	✓
Lianna	✓		✓
Cai	✓	✓	✓	✓	✓
SW Cai	✓	✓	✓
Perseverance	✓		✓		✓
Jewellers	✓		✓		✓

Source: LPM Management

Whilst only limited soil sample coverage exists across Bynoe, lithium anomalies in soils have identified at several prospects: Lei, Lianna, Cai, SW Cai, Cai North, Min, Perseverance and Jewellers. A number of weathered pegmatites have been identified at surface in Jewellers, Perseverance, Bao and Cai prospects. They comprise LCT type.

The Bynoe Project comprises three sub-project areas within northern Tenement EL31092: Perseverance, Jewellers and Jennys (Figure 5-1).

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Figure 5-1: Jewellers, Jenny’s and Perseverance prospects

==> picture [454 x 308] intentionally omitted <==

To the south, seven additional prospects (Figure 5-2) have been identified: Min, Cai North, Bao, Cai, SW Cai, Lei and Liana. Lei and SW Cai are considered to be advanced exploration projects.

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Figure 5-2: Location of Min, Cai North, Cai, SW Cai and Bao – Bynoe Project

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Source: LPM Management

5.1 Bynoe Project prospects

5.1.1 Perseverance prospect

The Perseverance prospect includes historical workings assumed to date back to around 1900, when the area was explored and worked by Chinese prospectors (Frater, 2005). There are no records of production, but the size of the historical workings suggest that production was small. An

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outcrop of quartz- muscovite rock comprises the wall-zone of the 30 cm wide pegmatite which dips approximately 60 degrees to the east (Figure 5-3).

Figure 5-3: Historical workings – Perseverance

==> picture [395 x 261] intentionally omitted <==

Source: Spitalny, 2021

In 1987 Greenex Pty Ltd completed 729 m of trenching through the lateritic cover. This trenching allowed the mapping of numerous pegmatite bodies (Figure 5-4). However, there is no observable spodumene at the highly weathered and laterite covered Perseverance prospect. LPM intends to test the presence and continuity of spodumene mineralisation in the fresh zone with its planned drilling program (Figure 5-5).

Figure 5-4: Mapped weathered pegmatite dyke – Perseverance prospect

==> picture [396 x 174] intentionally omitted <==

Source: Spitalny, 2021

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Figure 5-5: Geology interpretation of the Perseverance prospect

==> picture [339 x 476] intentionally omitted <==

Source: Spitalny, 2021

5.1.2 Jeweller’s prospect

The Jeweller’s prospect is located approximately 700 m northwest of the Perseverance prospect. There are two main areas of pegmatite exposure, separated by a low-rise laterite-capped ridge. In both areas, the largest exposures of pegmatite are adjacent to the mangrove swamps (Figure 5-6), which correspond to the boundary with EL31092. The prospective area is further sub-divided into a northern part which is Jeweller’s prospect, and a southern part known as Jeweller’s Extended prospect.

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At northern Jeweller’s there are numerous small workings including pits and shafts within a 60 m interval of pegmatite. To SRK’s knowledge there are no historical production records relating to these workings.

There is a small area of outcrop of quartz-muscovite rock adjacent to the eastern flank of one of the excavations into the main producing pegmatite. It is the wall zone of the pegmatite and is like that which occurs at the historical workings of the Perseverance prospect. The pegmatite dips at 70° towards the east (Figure 5-6).

Figure 5-6: Small pit at Jeweller’s prospect

==> picture [282 x 261] intentionally omitted <==

Source: Spitalny, 2021

LPM’s work program includes a drilling campaign at Jeweller’s to test the presence and continuity of spodumene mineralisation in the fresh zone (Figure 5-7).

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Figure 5-7: Geological interpretation of the Jeweller’s prospect

==> picture [338 x 475] intentionally omitted <==

==> picture [75 x 8] intentionally omitted <==

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

Source: Spitalny, 2021.
----- End of picture text -----

5.1.3 Jenny’s prospect

The Jenny’s prospect is located approximately 2 km west of Jeweller’s prospect (Figure 5-1). Minor historical workings are present on three small outcrops of pegmatite with associated surface scats representing a likely quartz-muscovite wall zone (Figure 5-8).

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Figure 5-8: Jenny’s prospect

==> picture [395 x 292] intentionally omitted <==

Source: Spitalny, 2021

LPM has interpreted the pegmatite to have a thickness of approximately 40 m and a strike length of up to 500 m. Figure 5-9 presents the interpreted geology and proposed drill targets to test the extent of the pegmatite.

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Figure 5-9: Geology interpretation of the Jenny’s prospect and potential drill targets

==> picture [339 x 478] intentionally omitted <==

==> picture [73 x 7] intentionally omitted <==

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

Source: Spitalny, 2021
----- End of picture text -----

5.1.4 Lei prospect

The Lei prospect is accessed via unsealed from the north side of north Fog Bay Road. There are several small historical pits within and surrounding the prospect area. The Kelly’s Pit (Figure 5-10) is located approximately 100 m to the west of the LPM Tenure but is developed on pegmatites that continue along strike to the northeast into LPM’s Lei prospect on EL31091.

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Figure 5-10: Kelly’s pit

==> picture [397 x 300] intentionally omitted <==

Source: Spitalny, 2021

The Lei prospect is approximately 2 km along strike to the southwest from Core’s BP33 deposit (Figure 5-11).

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Figure 5-11: Structural correlation of pegmatite between Lei prospect and Core’s BP33 deposit

==> picture [339 x 520] intentionally omitted <==

LPM has inferred the known pegmatites to be continuous under cover (Figure 5-12).

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Figure 5-12: Lei Prospect – laterite with pegmatite fragments

==> picture [282 x 351] intentionally omitted <==

Source: Spitalny, 2021

Exploration activities were undertaken at the Lei prospect including soils sampling, DGPR interpretation and drilling have taken place (Figure 5-13). Figure 5-15 presents the interpreted geology and proposed drill program which will be funded via monies raised from the Proposed Listing via the Proposed Offer.

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Figure 5-13: Lei Prospect – Interpreted pegmatite targets

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Source: LPM Management, 2021

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Figure 5-14: Lei prospect Interpreted DGPR section

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Source: LPM Management, 2021

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Figure 5-15: Lei prospect planned drilling

==> picture [339 x 478] intentionally omitted <==

Source: Spitalny, 2021

5.1.5 SW Cai prospect

The Cai prospect comprises a number of sub-prospects including the SW Cai prospect. The Cai prospects are defined purely by lithium-in-soil anomalism (Figure 5-16), which extends in a northsouth direction for about 1 km. The main Cai prospect was tested by drilling 29 RC drill-holes in 2017 by Kingston. No significant intersections were reported at that time.

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Figure 5-16: Lithium in soil anomaly – Cai prospect(s)

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The SW Cai prospect is located to the southwest of the Cai prospect and is centred on minor historical workings adjacent to and in a small creek (Figure 5-17) where pegmatite outcrops. The pegmatite strikes north-northeast and dips at approximately 70° towards the northwest and includes pods of massive yellowish muscovite (Figure 5-18). This material was sampled by LPM in 2019 as sample LPB0013 and returned a value of 1,290 ppm Cs, confirming a fractionated LCTtype pegmatite which is prospective for lithium mineralisation.

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Figure 5-17: Pegmatite and historical workings – SW Cai prospect

==> picture [394 x 284] intentionally omitted <==

Source: Spitalny, 2021

Figure 5-18: Boulder of massive yellowish muscovite -–SW Cai prospect

==> picture [396 x 260] intentionally omitted <==

Source: Spitalny, 2021

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Kingston drill tested a lithium-in-soil anomaly which extends from the historical workings northeast to the Cai prospect. No significant mineralisation was reported. However, it is possible that these pegmatites have a different genesis from the outcropping pegmatite at SW Cai. Additionally, it is possible that the historical drilling at Cai was too shallow to have intersected the fresh lithology below the weathering profile (Figure 5-19).

Figure 5-19: Lithium in soil geochemistry at Cai and SW Cai

==> picture [339 x 479] intentionally omitted <==

Note: Trends are in a similar NE-SW direction as Core’s Far West Central and Grants prospects

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Figure 5-20: DGPR section line 7 (200 m depth) showing multiple pegmatite targets

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In SRK’s opinion, drilling to test the presence and continuity of lithium mineralisation at SW Cai prospect is reasonable. The planned work program will focus on the existing outcrop area and extend to the northeast, coincident with the lithium-in-soil anomaly (Figure 5-21) and has been planned to penetrate fresh pegmatite below the weathering profile.

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Figure 5-21: Geology interpretation of the SW Cai prospect and proposed drill targets

==> picture [338 x 475] intentionally omitted <==

Source: Spitalny, 2021

5.2 The Wingate Project

The Wingate Project forms part of LPM’s broader Bynoe Projects and consists of one (1) Tenement (EL31132) centred approximately 150 km south of Darwin in the Northern Territory.

The Wingate Tenement is situated within the Wingate tin-tantalum-lithium pegmatite fields of the Pine Creek pegmatite province, which forms an extension to the Litchfield pegmatite belt. The country rocks which host the pegmatite occurrences are par to the Burrell Creek Formation of the Finniss River Group, the same sequence that hosts the Bynoe tin-tantalum-lithium pegmatites to the north.

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At Wingate, the tin and tantalum mineralisation is interpreted to be genetically and spatially associated with the granites of the Allia Creek Suite of peraluminous S-type granites, with pegmatites bearing Sn, Ta and Li forming a fractionated late-stage phase of the granite intrusion within the apical or roof zones.

Historical hard rock Ta and hard rock and alluvial Sn mining (prospecting pits) is evident at the Fletcher’s Gully pegmatite within the Tenement, but no previous lithium exploration has occurred. LPM intends to explore for LCT-type lithium mineralisation within this pegmatite dyke system.

5.3 The Arunta Projects

The Arunta Projects have a limited exploration history. In late 2018, initial RC drilling at the Delmore and Tankhill prospects recorded low to moderate lithium values but very high caesium and tantalum values. As such, additional exploration work will be required to identify any potential for economic lithium mineralisation within an LCT-type pegmatite system. Notably:

The Barrow Creek and Spotted Wonder projects are in the Northern Arunta pegmatite province, which contains many pegmatite fields and is prospective for lithium.
Tin and tantalum production from pegmatites in the Barrow Creek project suggest lithium potential, supported by the presence of spodumene nearby in the Anningie Pegmatite field.
Proven lithium mineralisation present in the Spotted Wonder project, with amblygonite present in the Delmore Pegmatite.
The Moonlight project is within the Harts Range Pegmatite Field which includes some pegmatites containing elbaite, indicating lithium enrichment.
All the projects have the potential to contain lithium pegmatites; fieldwork planned.

5.3.1 Spotted Wonder

The Spotted Wonder Project forms part of LPM’s broader Arunta Projects and consists of four (4) contiguous Tenements (ELs 31138, 31285, 31212 and 31553) centred approximately 150 km northeast of Alice Springs in central Australia.

It is located within the Mesoproterozoic Aileron Province within the Arunta Region. The project area is located near the northern structural boundary of the Aileron Province with the Neoproterozoic Georgina Basin to the north. The Aileron Province is Proterozoic in age and has been poly deformed by a number of deformation events including the Alice Springs Orogeny.

The area is centred on one of a number of pegmatite-associated Ta-Sn fields within the Arunta and has evidence for historical Ta and Sn mining (prospecting pits) and costeaning, but has received no previous lithium exploration prior to the current Tenure. It is within these pegmatite dykes that there is thought to be the potential to host LCT-type lithium mineralisation.

Early reconnaissance and infill geochemistry programs (rock chip and soil) (Kingston) identified two priority targets being Delmore and Tank Hill associated with elevated Li anomalies in soil (>100 ppm Li, plus elevated Cs and Ta) associated with quartz blows, pegmatites outcrops and patches of quartz lag (Figure 5-22).

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The Delmore prosect consists of ~500 m exposed west–northwest striking very coarse-grained pegmatite shallowly dipping to the north. Rock chip sampling of exposed amblygonite mineralisation (Figure 5-23) at Delmore has returned up to 10.2% Li2O in assay.

Approximately 1 km north of Delmore, a parallel WNW-striking pegmatite body with similar geochemical anomalism, Tank Hill, was also identified. The prospect comprises a west–northwest striking outcropping pegmatitic ridge, up to 20 m wide in outcrop in places. Rock chip sampling failed to identify any lithium bearing minerals, and the prospect is deemed a lower priority.

Figure 5-22: Lithium in soils geochemistry, highlighting the Delmore and Tank Hill prospects

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Source: LPM Management

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Figure 5-23: Outcropping pegmatite at Delmore with amblygonite mineralisation

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Source: LPM Management

In 2018, Lithium Plus completed a drilling program at Spotted Wonder comprising 29 holes for 1,888 total drill meters. Twenty-four (24) holes were completed at the Delmore prospect (Table 5-2) intersecting thick (up to 35 m) pegmatite occurrences however only sub-economic concentrations of lithium were returned with a best result of 4 m at 0.29% Li2O from 19 m (SWRC011) (Table 5-3) and no spodumene was identified in the drill samples. Elevated Cs and Ta were common confirming the LCT-type geochemistry of the pegmatite. Five (5) holes were completed at the Tank Hill prospect, and although thick (up to 30 m) pegmatite intersections were returned, the geochemical assay results were disappointing with only weakly elevated Li, Cs, Be and Ta (see Figure 5-24 to Figure 5-26).

Table 5-2: Results from Spotted Wonder initial drilling program

Hole ID	MGA East	MGA North	RL	Dip	Azimuth	Max depth	Prospect
SWRC001	478671	7521161	525	-60	225	42	Delmore
SWRC002	478688	7521177	529	-60	225	66	Delmore
SWRC003	478715	7521205	522	-60	225	60	Delmore
SWRC004	478727	7521214	522	-60	225	48	Delmore
SWRC005	478733	7521155	522	-60	225	72	Delmore
SWRC006	478744	7521166	521	-60	225	72	Delmore
SWRC007	478761	7521192	520	-60	225	66	Delmore
SWRC008	478712	7521130	513	-60	225	84	Delmore
SWRC009	478744	7521122	525	-60	225	84	Delmore
SWRC010	478757	7521135	533	-60	225	54	Delmore
SWRC011	478780	7521149	526	-60	225	72	Delmore
SWRC012	478801	7521171	526	-60	225	72	Delmore
SWRC013	478926	7521080	518	-60	225	60	Delmore

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Hole ID	MGA East	MGA North	RL	Dip	Azimuth	Max depth	Prospect
SWRC014	478941	7521097	516	-60	225	60	Delmore
SWRC015	478957	7521114	537	-60	225	60	Delmore
SWRC016	478854	7521112	515	-60	225	78	Delmore
SWRC017	478872	7521127	515	-60	225	72	Delmore
SWRC018	478811	7521076	515	-60	225	60	Delmore
SWRC019	478528	7521268	507	-60	225	84	Delmore
SWRC020	478545	7521286	508	-60	225	72	Delmore
SWRC021	478564	7521300	508	-60	225	108	Delmore
SWRC022	478415	7521307	545	-60	225	72	Delmore
SWRC023	478422	7521335	494	-60	225	66	Delmore
SWRC024	478043	7521289	494	-90		36	Delmore
SWRC025	478264	7523089	532	-60	225	54	Tank Hill
SWRC026	478292	7523112	530	-60	225	54	Tank Hill
SWRC027	478382	7523042	536	-60	225	48	Tank Hill
SWRC028	478404	7523061	534	-60	225	54	Tank Hill
SWRC029	478414	7523077	532	-60	225	54	Tank Hill
SWRC031	478086	7523089	535	-90		6	Tank Hill
SWRC032	478214	7523225	541	-90		6	Tank Hill

Table 5-3: Composite Li2O % intervals using a 0.12 Li2O cut off, more interesting intersections have been highlighted

Hole ID	Depth from	Depth to	Interval	Li2O %	Li2O × interval	Cs ppm	Be ppm	Ta ppm	P %
SWRC001	0	9	9	0.15	1.39	230.1	217.0	64.2	0.0
SWRC003	1	2	1	0.13	0.13	446.3	24.0	4.3	0.0
SWRC005	1	2	1	0.30	0.30	116.6	77.0	144.8	1.0
SWRC005	9	10	1	0.13	0.13	400.8	12.0	79.2	0.4
SWRC005	15	16	1	0.14	0.14	204.4	359.0	58.4	0.9
SWRC005	17	19	2	0.26	0.51	241.1	259.0	123.8	0.5
SWRC005	22	23	1	0.24	0.24	338.6	51.0	1,011.2	0.4
SWRC005	28	33	5	0.15	0.74	1,404.5	16.0	5.5	0.1
SWRC005	45	47	2	0.14	0.27	393.1	10.0	1.9	0.1
SWRC005	49	50	1	0.15	0.15	128.3	51.0	56.8	0.2
SWRC006	4	10	6	0.13	0.75	363.6	52.0	6.9	0.1
SWRC006	11	12	1	0.17	0.17	269.1	34.0	48.4	0.2
SWRC006	26	29	3	0.12	0.36	808.3	35.0	19.0	0.2
SWRC007	13	19	6	0.14	0.81	381.4	60.0	59.0	0.4
SWRC007	22	24	2	0.20	0.39	245.6	110.0	69.2	0.3
SWRC007	28	32	4	0.13	0.51	263.0	26.0	7.7	0.1

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Hole ID	Depth from	Depth to	Interval	Li2O %	Li2O × interval	Cs ppm	Be ppm	Ta ppm	P %
SWRC007	35	36	1	0.13	0.13	452.4	10.0	1.6	0.1
SWRC008	3	4	1	0.12	0.12	279.5	5.0	1.8	0.1
SWRC008	5	6	1	0.12	0.12	298.2	4.0	1.5	0.1
SWRC008	73	75	2	0.14	0.27	565.8	41.0	1,079.4	0.1
SWRC008	79	80	1	0.19	0.19	865.6	283.0	68.2	0.2
SWRC011	5	6	1	0.12	0.12	687.5	24.0	1.6	0.1
SWRC011	19	23	4	0.29	1.15	522.2	337.0	669.7	0.6
SWRC011	26	27	1	0.13	0.13	211.6	337.0	246.0	0.4
SWRC011	32	34	2	0.13	0.26	401.5	179.0	33.9	0.2
SWRC011	54	57	3	0.17	0.52	484.6	43.0	9.1	0.1
SWRC011	59	63	4	0.13	0.50	484.8	15.0	3.7	0.1
SWRC012	9	10	1	0.16	0.16	331.3	50.0	140.7	0.3
SWRC012	17	20	3	0.15	0.45	182.2	92.0	55.4	0.3
SWRC012	28	29	1	0.15	0.15	233.2	634.0	135.4	0.8
SWRC012	30	31	1	0.14	0.14	251.1	99.0	106.1	0.1
SWRC012	33	34	1	0.14	0.14	2,360.8	18.0	31.7	0.1
SWRC012	36	37	1	0.12	0.12	357.6	6.0	1.8	0.1
SWRC016	24	25	1	0.14	0.14	398.4	33.0	1.8	0.1
SWRC016	28	29	1	0.12	0.12	282.2	32.0	2.8	0.1
SWRC017	42	43	1	0.12	0.12	249.2	18.0	2.1	0.1
SWRC017	46	47	1	0.12	0.12	314.4	40.0	6.2	0.3
SWRC017	52	54	2	0.13	0.25	357.0	34.0	6.0	0.1

Extensive LCT-type pegmatites intersected at Spotted Wonder provide enough encouragement to warrant Lithium Plus undertaking more investigations to determine if and where spodumene may have formed in the pegmatite system at Spotted Wonder.

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Figure 5-24: Delmore prospect hole locations

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Source: LPM Management

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Figure 5-25: Cross section looking southeast of traverse covering holes SWRC005SWRC008

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Source: Spitalny, 2021

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Figure 5-26: Tank Hill prospect hole locations

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Source: Spitalny, 2021

5.4 Exploration and Targeting Strategy

There is a notable scarcity of outcrop at the Bynoe and Arunta Projects. This is due to lateritic residuum dominating the landscape plateaus, and low-lying areas normally being of swamp and dominated by dark organic-rich swelling clays (referred to locally as Black Soils). Thick and abundant vegetation also reduces outcrop exposure with tall grass sometimes exceeding 3 m in height.

The pegmatites of the BPF form ‘narrow ‘veins’ to broad lozenge-shaped bodies up to 500 m long and 60 m wide, generally trending north-northeast, parallel to regional fabric’ (Rawlings, 2017). Spodumene has not been observed at any of the historic prospects, although ‘there are local occurrences of the Li-phosphate mineral amblygonite and Li-bearing micas that were recognised during the main phase of Sn-Ta exploitation in the 1980s’ (Rawlings, 2017).

The absence of spodumene (pyroxene family) is most likely due to weathering and alteration. Initial soil, rock chip and RAB sampling undertaken by Core in early 2016 contributed to the discovery of a number of geochemical trends.

LPM has employed modern surface exploration techniques to assess the potential of the Projects and has developed its exploration strategy to test its local geology model:

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Interpretation of regional geophysical data and NT Government geological mapping to define broad areas of prospectivity.
Soil sampling grids then conducted to define lithium anomalism at surface.
Anomalous areas are then investigated and, if necessary, infill sampling is conducted to increase the anomaly definition.
Reconnaissance and surface mapping is completed to check for any obvious indicators of pegmatite.
DGPR surveys are conducted on a series of lines perpendicular to the strike of the anomaly.
RAB drilling traverses to pinpoint the location and, potentially, dip of the pegmatite to increase the likelihood of success for RC drilling.
Once drilling approvals are in place, the anomaly can then be tested by RC drilling which has to be deep enough to penetrate below thick lateritic weathering profiles.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Prospectivity and use of funds  Final

6 Prospectivity and use of funds

In SRK’s opinion the Projects are prospective for economic LCT-pegmatite hosted lithium mineralisation. The proposed use of technical funds raised from the Proposed Listing is reasonable and should be sufficient to undertake the planned work programs over a 2-year period. Given the nature of exploration programs and the accordingly relevant technical risk profile, the detail of the programs is likely to change in accordance with the initial findings from year one.

As noted in Section 3 of the Report, the Bynoe Project is geologically centred around the BPF. The trends of pegmatite swarms within the BPF are usually conformable to the regional schistosity, with dips that are variable and typically steep towards the east–southeast. The Bynoe pegmatites are classified as LCT type and are believed to have been derived from the S-type Two Sisters Granite which outcrops to the west. The Two Sisters Granite is related to a period of post-tectonic felsic magmatism within the region and is considered to dip to the east under the Burrell Creek Formation. All the outcropping pegmatites within the Bynoe field are expressed as highly weathered clay-quartz (smectite-kaolinite) saprolite. There is no evidence of fresh spodumene in outcrop as it is easily weathered, but localised occurrences of amblygonite (lithium phosphate) have been found.

Notably, the Lei prospect is contiguous with Core Lithium Limited’s Tenure which hosts significant pegmatite hosted mineralisation including a Mineral Resource estimate of 3.24 Mt at 1.51% Li2O at the BP33 prospect which is located approximately 2 km to the north-northeast of Lei.

Significant mineralisation at the Lei prospect was intersected in RC drill hole and DGPR results indicating that the mineralised pegmatite at Lei has a strike extent of approximately 350 m trending north–northeast into EL31092. The DGPR work also indicates that significant prospectivity for additional pegmatites exists. For example, a second pegmatite at Lei is interpreted to exist approximately 180 m, to the east of the mineralised Lei pegmatite. This remains untested by drilling and forms part of LPM’s exploration focus for the coming months.

LPM has allocated its 2-year post-listing exploration budget to test the grade and continuity of the Bynoe pegmatites as presented in Table 6-1 and Table 6-2.

Table 6-1: Bynoe Projects – technical use of funds (minimum subscription)

Activity	Work Program	Year 1 (A$)	Year 2 (A$)	Total (A$)
Access and tenure	Tenement rent, access, and heritage	75,000	75,000	150,000
Desktop review	Data acquisition/purchase, re-processing and prospectivity ranking of lithium prospects	95,000	105,000	200,000
Mapping and geochemistry	Prospect- to camp-scale mapping and rock chip and soil sampling programs	275,000	450,000	725,000
	High resolution satellite data and spectral
Hyperspectral	interpretation to support mapping and structural	95,000	35,000	130,000
	interpretations
Geophysics	Acquisition of high-resolution magnetic data in preparation to support structural interpretations	60,000	0	60,000
	High resolution DGPR data acquisition to support
Geophysics	geochemistry programs on highly ranked	60,000	80,000	140,000
	prospects in preparation for drill testing

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Prospectivity and use of funds  Final

Activity	Work Program	Year 1 (A$)	Year 2 (A$)	Total (A$)
Drilling	Drill testing (RC and DD) of ranked lithium targets with follow-up drilling and exploration as required	600,000	450,000	1,050,000
Drilling	Resource definition drilling		1,000,000	1,000,000
Total				$3,455,000

Table 6-2: Bynoe Projects – technical use of funds (maximum subscription)

Activity	Work Program	Year 1 (A$)	Year 2 (A$)	Total (A$)
Access and tenure	Tenement rent, access, and heritage	75,000	75,000	150,000
Desktop review	Data acquisition/purchase, re-processing and prospectivity ranking of lithium prospects	95,000	105,000	200,000
Mapping and geochemistry	Prospect- to camp-scale mapping and rock chip and soil sampling programs	275,000	450,000	725,000
	High resolution satellite data and spectral
Hyperspectral	interpretation to support mapping and structural	95,000	35,000	130,000
	interpretations
Geophysics	Acquisition of high-resolution magnetic data in preparation to support structural interpretations	60,000	0	60,000
	High resolution DGPR data acquisition to
Geophysics	support geochemistry programs on highly	60,000	80,000	140,000
	ranked prospects in preparation for drill testing
	Drill testing (RC and DD) of ranked lithium
Drilling	targets with follow-up drilling and exploration as	600,000	450,000	1,050,000
	required
Drilling	Resource definition drilling		3,000,000	3,000,000
Total				$5,455,000

Given that LCT-type pegmatite systems are the result of extreme fractional crystallisation of S-type granites and that rare-element enrichment occurs in regional zonation patterns around the parental granites it will be important for LPM to complete its assessment of the rare element ratios derived from the geochemistry prior to the commencement of drilling. Whilst this geochemical interpretation may not be straight forward given the complexity contributed by local structural discontinuities, the planned exploration programs are reasonable. The programs have been thoughtfully designed to test both the proximal (less evolved and poorly mineralised) pegmatites and the known distal (more evolved and well mineralised) pegmatites.

In Archaean settings S-type granites are scarce although they host the largest known lithium deposits hosted in LCT pegmatites. As such, the Bynoe Project is well placed geologically for lithium prospectivity. Given the presence of the mineral amblygonite at Bynoe, there is likely to be additional lithium fractionation relating to potential lepidolite-petalite-spodumene zonation.

While the Arunta Projects remain underexplored with respect to lithium prospectivity, several historical tin and tantalum workings are located within the broader Arunta province. Significantly, historical workings exist at the Spotted Wonder prospect and elevated lithium in soil anomalies with exposed amblygonite mineralisation provide a regional prospectivity model indicating the presence of a local LCT-type pegmatite system at Arunta. LPM has allocated the balance of the technical budget (25% and 19% to minimum and maximum respectively) to the assessment of the Spotted

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Wonder, Wingate, Barrow Creek and Moonlight projects (Table 6-3 and Table 6-4). Given that the regional geology model supports pegmatite prospectivity these budgets are reasonable.

Table 6-3: Arunta Projects – technical use of funds (minimum subscription)

Activity Access and tenure Desktop review Mapping and geochemistry Hyperspectral Geophysics Drilling Total	Work Program Year 1 (A$) Year 2 (A$) Total (A$)
	Tenement rent, access, and heritage 90,000 90,000 180,000
	Data acquisition/purchase, re-processing and prospectivity ranking of lithium prospects 60,000 60,000 120,000
	Prospect- to camp-scale mapping and rock chip and soil sampling programs 280,000 230,000 510,000
	High resolution satellite data and spectral interpretation to support mapping and structural interpretations 75,000 30,000 105,000
	High resolution DGPR data acquisition to support geochemistry programs on highly ranked prospects in preparation for drill testing 30,000 50,000 80,000
	Drill testing (RC and DD) of ranked lithium targets with follow-up drilling and exploration as required 0 400,000 400,000
	$1,395,000

Table 6-4: Arunta Projects - technical use of funds (maximum subscription)

Activity Access and tenure Desktop review Mapping and geochemistry Hyperspectral Geophysics Drilling Total	Work Program Year 1 (A$) Year 2 (A$) Total (A$)
	Tenement rent, access, and heritage 90,000 90,000 180,000
	Data acquisition/purchase, re-processing and prospectivity ranking of lithium prospects 60,000 60,000 120,000
	Prospect- to camp-scale mapping and rock chip and soil sampling programs 280,000 230,000 510,000
	High resolution satellite data and spectral interpretation to support mapping and structural interpretations 75,000 30,000 105,000
	High resolution DGPR data acquisition to support geochemistry programs on highly ranked prospects in preparation for drill testing 30,000 50,000 80,000
	Drill testing (RC and DD) of ranked lithium targets with follow-up drilling and exploration as required 0 400,000 400,000
	$1,395,000

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Closure  Final

Closure

This report, Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory, was prepared by

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Dr Karen Lloyd Associate Principal Consultant

and reviewed by

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Dr Michael Cunningham Associate Principal Consultant

All data used as source material plus the text, tables, figures, and attachments of this document have been reviewed and prepared in accordance with generally accepted professional engineering and environmental practices.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory References  Final

References

ASX:CXO Announcement, 2021, Stage 1 Definitive Feasibility Study Sets Scene for Australia’s Next Lithium Producer. Core Lithium Ltd, dated 26[th] July 2021.

Bradley, DC, McCauley, AD and Stillings, LL 2017, Mineral- deposit model for lithium-caesium-tantalum pegmatites: United States Geological Survey, Reston, VA, Scientific Investigations Report 2010-5070, 58p.

Cerný, P 1989, Exploration strategy and methods for pegmatite deposits of tantalum, in Lanthanides, Tantalum and Niobium edited by P Möller, P Cerný and F Saupé: Springer-Verlag, p. 274–302.

Duuring, P., 2020, Rare-element pegmatites: A mineral systems analysis. Government of Western Australia, Department of Mines, Industry Regulation and Safety. Record 2020/7.

Galeschuk, CR and Vanstone, PJ 2005, Exploration for buried rare element pegmatites in the Bernic Lake region of southeastern Manitoba, in Rare-element geochemistry and mineral deposits edited by RL Linnen and IM Samson: Geological Association of Canada, Short Course Notes 17, p. 159–173.

London, D 1992, The application of experimental petrology to the genesis and crystallization of granitic pegmatites: Canadian Mineralogist, v. 30, p. 499–540.

London, D 2008, Pegmatites: Mineralogical Association of Canada, The Canadian Mineralogist Special Publication 10, 347p.

Rawlings, D., 2017. Lithium-rich pegmatites of the Bynoe Field. AGES 2017 Proceedings, NT Geological Survey.

Spitalny, P., 2021. Report of Inspection of some prospects within the Bynoe Lithium Project, June 2021. Unpublished report for by Han-Rae Holdings Pty Ltd, July 2021.

Sweetapple, M.T., Petrogenetic classification of rare earth enriched pegmatites, with reference to their REE mineralogy and Australian Occurrences. CSIRO Earth Science and Resource Engineering.
The JORC Code 2012 Edition, Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, (http://jorc.org/docs/JORC_code_2012.pdf).
The VALMIN Code 2015 Edition, Australasian Code For Public Reporting of Technical Assessments and Valuations of Mineral Assets. Prepared by The VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists (http://valmin.org/docs/VALMIN_Code_2015_final.pdf).
Trueman, DL and Cerný, P 1982, Exploration for rare-element granitic pegmatites, in Granitic Pegmatites in Science and Industry edited by P Cerný: Mineralogical Association of Canada, Short Couse Handbook 8, p. 463–494.

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Appendix A JORC Table 1: Bynoe Projects

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

This Table 1 refers to a combination of historical and recent geochemical surface sampling, geophysical survey results and drilling intersections completed at the Bynoe Project. Drilling and exploration was carried out between 2016 and 2018 with the drilling undertaken by previous Tenement holders Kingston. The historical drilling is currently being reviewed and information provided in this Table reflects an understanding of the historical data at time of compilation. Most of this Table 1 is based upon earlier reporting and announcements from previous owners. LPM and the Competent Person note verification is ongoing.

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 downhole 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. RC drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases, more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	Drilling The Cai, Lei, Liana and Bao prospects have been drilled and sampled by RC methods with holes on variable spacings consistent with early-stage reconnaissance exploration. The prospects have been drilled in 2017 by Kingston includes 45 holes for a total of 4,507 m of drilling. The drilling was completed by Kalgoorlie-based drilling contractors WDA drilling Services Pty Ltd. Sample Representativity Initial shallow drilling was undertaken to identify near surface mineralisation. Most holes are oriented appropriately to give optimal sample representivity, drilled mostly perpendicular to the interpreted strike of the pegmatite bodies and oriented towards the dip the target pegmatite dyke. None-the-less, downhole widths will in most instances not represent true widths. RC Sampling • RC drilling was sampled using a 43/4 -inch face bit. • RC drilling techniques returned samples through a fully enclosed cyclone setup with sample return routinely collected in 1 m intervals approximating 20 kg of sample. 1 m interval RC samples were homogenised and collected by a static riffle splitter to produce a representative 2-3 kg sub-sample (~10% of sample weight). Rock Chip Sampling • Rock chip sampling was undertaken as part of Kingston reconnaissance mapping and ground truthing of pegmatite occurrences at the Cai, Lei, Liana and Bao prospects. Samples are typically taken as composite rock chip sample, generally 2-5 kg of sample weight, considered large enough to be representative of the coarse pegmatite lithology and are selectively taken from pegmatite lithologies (preferably unweathered). • Sample location sites are biased toward exposed or outcropping pegmatite occurrences which is consistent with early-stage reconnaissance exploration in the region. In general, most samples are taken in-situ however some indicative samples were also collected form waste or mullock dumps associated with historical workings or costeans.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
		• Samples were collected during the 2017 field campaign. Soil Sampling • The Cai, Lei and Liana prospects have been sampled by surface soil geochemical methods with Soil samples were collected using hand tools (shovels) from the B horizon (or A horizon in the absence of B), approximating a sample >30cm depth. • The sample was sieved on site to retain the <2.36 mm soil fraction, removing organic matter in the process. Approximately 100 – 200 g of soil sample is retained in pre-numbered paper bags for the purpose of laboratory analysis. • Sample sites were collected on a 200 m (north-south) by 50 m (east-west) grid spacing considered appropriate for early-stage reconnaissance exploration. Infill sample spacing on a 50 m by 50 m grid has supplemented the regional grid in places to better define anomalies highlighted by wider sample spacing. • The prospects were sampled by Kingston in 2016 and comprises a total of 191 soil samples. DGPR Trial and follow-up DGPR was conducted by geophysical contractor Loza Radar Australia (Loza) over the Lei and Cai prospects by Kingston in 2017. The survey work comprises a total of 25 survey lines (16 lines at Cai; 9 lines at Lei) for 7,142 m.
Drilling techniques	• Drill type (e.g. core, RC, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	• The prospects have been drilled with RC drilling technique using a reputable drilling contractor (WDA drilling Services Pty Ltd) and appropriate rig capabilities to complete the planned drill holes. The rig type and hole size has not been comprehensively documented. • RC drilling was sampled using a 4 3/4 -inch face bit. • RC holes range in depth from 52 to 172 m.
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.	Qualitative RC Recoveries • Sample weights are rarely recorded/reported for any of the drilling campaigns, with recoveries estimated visually from volume of primary sample recovered. The configuration of the rig set-up provides for an enclosed sample mechanism and clean-out protocol to prevent sample loss, sample inter-mingling and contamination. • Holes are preferably drilled dry to prevent poor recoveries and contamination and wet intervals are routinely logged and compared against assay results. • RC logs document recoveries within 90% of expected with nothing recorded concerning the amount and consistency of material recovered from the RC or PC drilling.
Logging	• Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	• Geological logging has been routinely undertaken by suitably qualified geologists on all RC holes along the entire length of the hole recording lithology, mineralogy, veining, alteration, weathering, structure, and other sample features as appropriate to the style

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
	• Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography. • The total length and percentage of the relevant intersections logged.	of deposit. Observations were recorded appropriate to the drilling and sample return method and is quantitative, based on visual field estimates. • During the logging process Kingston routinely retained representative samples (stored in chip trays) for future reference. The RC chip trays are photographed and electronically stored. • Standard logging was routinely undertaken by suitably qualified field staff on all rock chip and soil sample sites. • Observations were recorded appropriate to the sample type based on visual field estimates. • Rock chip sample logs routinely recorded lithology, mineralogy, veining, alteration, weathering. • Soil sample logs routinely recorded relating to the nature of the soil profile, type of soil and depth of sample
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.	RC Sampling • RC were collected at 1 m intervals in the field. A representative sample to approximately 3-4 kg sample (approximating 10-20% of the original sample) weight is obtained from the rig mounted static cone splitter in pre-numbered calico bags for the purpose of laboratory analysis. The sample size is considered adequate for the style of mineralisation and target host rock. • The remaining ‘reject’ drill sample (weighing ~20 – 30 kg) is collected into large pre-numbered plastic bags and set aside and retained until assay results have been received. A sample is sieved from the reject material and retained in chip trays for geological logging and future reference and stored at the LPM’s offices in Darwin. • It has been reported that all material was sampled as returned - usually dry and wet holes were redrilled to prevent bias from poor recoveries and contamination. • A total of 4,507 RC samples were obtained from the field program. A total of 1,193 selected RC chip samples from the target mineralised downhole intervals were dispatched via commercial transport services from Bynoe to either Intertek laboratories located in Darwin or Perth; both commercial accredited laboratories. The use of commercial laboratory facilities for the preparation of samples is industry standard practice and typically involves preparation by drying, crushing, riffling and pulverizing to a homogeneous sample pulp. • Kingston routinely submitted RC field duplicates collected in the field at a rate of 1 in every 20 samples to monitor sampling methodology and homogeneity of RC drilling. Duplicates were typically spear sampled from the primary sample bag. • QA/QC samples in the form of Certified lithium (and Tantalum) standards (CRM Reference: GTA-01 & GTA-02) were also inserted into the field sample stream at a rate of 1 in 100 samples. • The field duplicate sampling from the RC holes, when conducted, is supportive of the original results. Most duplicates were spear sampled.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
		Rock Chip Sampling • The whole of the rock samples was prepared by coarse crushing to obtain a homogeneous crushed sample. Soil Sampling • Soil samples represent a partial sample generated with a particular sieve fraction size. It is not reported whether sampling procedures were instructed by orientation programs to determine the optimal size, sieve size fraction and depth collected are to best discern trends for regional assessment purposes. • One duplicate soil sample was collected every 25th sample site to monitor sample variability. No material variations were noted in the data. • No other quality control procedures were considered necessary of this reconnaissance style sampling program for both rock chip and soil programs. Rock Chip and Soil Sample Preparation • Rock chip and soil samples were prepared and assayed at Intertek Genalysis Darwin and/or Perth, both NATA accredited laboratories. • Rock samples were prepared by coarse crushing to obtain a homogeneous crushed sample. A sub- sample to <1 kg is obtained via a riffle splitter at the laboratory. The sub-sample is then pulverised to a homogeneous sample pulp.
Quality of assay data and laboratory tests	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.	RC Sampling • Selected samples were assayed at Intertek Genalysis Darwin and/or Perth, both NATA accredited laboratories. A sub-sample of the pulp is digested via sodium peroxide fusion (zirconia crucibles) and hydrochloric acid to dissolve the melt and analysed via Inductively Coupled Plasma Mass Spectrometry (ICP-MS: FP1MS) and Optical (Atomic) Emission Spectrometry (ICP-OES: FP1/OE) methods for the following elements: As, Be, Cs, Fe, K, Li, Nb, Rb, Sn, Sr, Ta, Th and U (20ppm, 1ppm, 0.1ppm, 0.01%, 1ppm, 2ppm, 0.5ppm, 0.01%, 20ppm, 0.1ppm, 0.1ppm, 0.1ppm respectively). The lower detection for Li by this method is 1 ppm. • A barren flush is inserted between samples at the laboratory. • Intertek utilise standard internal quality control measures including the use of internal Standards, Control Blanks and duplicates/repeats at a rate of 1 in 16 samples. • No geophysical tools were employed for analysis. Rock Chip Sampling • A sub-sample of the pulp is digested via sodium peroxide fusion (zirconia crucibles) and hydrochloric acid to dissolve the melt and analysed via Inductively Coupled Plasma Mass Spectrometry (ICP-MS: FP1MS) methods for the following elements: As, Ba, Be, Cs, K, Li, Nb, Rb, Sn, Sr, Ta, Th, U and W (20ppm, 1ppm, 1ppm, 0.1ppm, 0.05%, 1ppm, 2ppm, 0.5ppm, 0.01%, 20ppm, 0.1ppm, 0.1ppm, 0.1ppm and 1ppm respectively). The lower detection for Li by this method is 1 ppm.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
		• A barren flush is inserted between samples at the laboratory. • Intertek utilize standard internal quality control measures including the use of internal Standards, Control Blanks and duplicates/repeats at a rate of 1 in 16 samples. Soil Sampling • After sample preparation, a sub-sample of the pulp is digested via four acid digestion (4A/MS)(Hydrofluoric, Nitric, Perchloric and Hydrochloric acids) and analysed via Inductively Coupled Plasma Mass Spectrometry (ICP-MS: ICP_W003)) analysis for the following elements: Cs, K, Li, Ta, Rb and Sn. (0.05ppm, 20ppm, 0.1ppm, 0.01ppm, 0.05ppm, and 0.1ppm respectively). The lower detection for Li by this method is 1 ppm. • A barren flush is inserted between samples at the laboratory. • Intertek utilise standard internal quality control measures including the use of internal Standards, Control Blanks and duplicates/repeats at a rate of 1 in 16 samples.
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.	RC Sampling • Higher grade mineralisation intercepts were observed and verified by Kingston personnel. • No specific twinning program has been conducted, given the early-stage of the project. • The assay data has been validated against the logging for all RC holes and were directly input onto electronic spread sheets and validated by the database manager. Reported assay results are calculated at a 0.4% LiO2 cut-off with allowances for a maximum 2 m internal dilution • A complete record of historical logging, sampling and assays were stored within an Access Database by previous owners Kingston, including digital assay sheets obtained from Intertek. • Metallic Lithium percent was multiplied by a conversion factor of 2.1527/10000 to report Li ppm as Li2O%. • No other adjustments to assay data were undertaken. Rock Chip and Soil Sampling • All geochemical data was verified by Kingston personnel. • The assay data has been validated against the field logging and were directly input onto electronic spread sheets and validated by the database manager. • A complete record of historical logging, sampling and assays were stored within an Access Database by previous owners Kingston, including digital assay sheets obtained from Intertek. • The soil geochemistry is statistically validated through the gridding process. DGPR Sampling Raw, located and profile imagery is stored in digital format by LPM and Contractor.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
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.	RC Sampling • A hand-held GPS has been used to determine all collar locations at this stage. • The grid system is MGA_GDA94, zone 52 for easting, northing and RL. • Down hole surveying is routinely employed through the drilling campaign. Most RC holes (39 of 45 holes) were downhole surveyed by north seeking gyro tool operated by the drillers. • The local topographic surface (SRTM 1 m topographic data) is used to generate the RL of most of the collars, given the large errors obtained by GPS (±10 m). Rock Chip and Soil Sampling All sample sites are recorded using a hand-held GPS. The grid system is MGA_GDA94, zone 52 for easting, northing and RL. DGPR Radar data are collected along lines oriented approximately perpendicular to interpreted or projected strike of the pegmatite dykes. Their position is tagged very 25 m and at ground control points (e.g., drill collars) by handheld GPS, which is sufficient for this level of detail.
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.	RC Sampling • Drill spacing is determined by the stage of exploration of the prospect. All prospects are newly defined prospects drilled with a wider drill holes spacing required at this stage to determine the merit of the prospect and produce a reliable interval. • No sample compositing has been applied to the data. Rock Chip and Soil Sampling • Data spacing for rock chip sampling is ad hoc and governed primarily by the pegmatite outcrop occurrences and level of exposure. • Soil sample sites were collected on a 200 m (north- south) by 50 m (east-west) grid spacing considered appropriate for early-stage reconnaissance exploration. Infill sample spacing on a 50 m by 50 m grid has supplemented the regional grid in places to better define anomalies highlighted by wider sample spacing.
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.	• The drilling and Radar lines are oriented as best as possible to perpendicular to the structure/geology containing or controlling the pegmatite dyke occurrences mineralisation based on projections from surface outcrops and modelled subsurface occurrences from DGPR survey lines. • Generally, the orientation is appropriate. No sampling bias is considered to have been introduced given that the mineralisation is disseminated within the pegmatite body and as well is associated with small scale quartz veins. • The short axis of soil sampling grids is typically oriented perpendicular to the interpreted strike of mineralisation as mapped or predicted by geological interpretations. In some cases the trend of the geochemical anomaly is inferred to relate to the

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
		pegmatite orientations. • There is insufficient rock chip sampling data to show trends.
Sample security	• The measures taken to ensure sample security.	Sample security adopted by Kingston was based on responsibility and documentation of site personal with the appropriate experience and knowledge to maintain sample chain of custody protocols from site to lab.
Audits or reviews	• The results of any audits or reviews of sampling techniques and data.	• No review or audit by companies that have conducted the historical drilling is documented or reported. • An independent review in early 2016 of available data for the prospects was undertaken by LPP following significant due diligence that was undertaken by LPM.

Section 2 Reporting of Exploration Results

(Criteria listed in Section 1 also applies to this section).

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 JVs, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the Tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• The Bynoe project is centered around 15 km south of Darwin (at 12°40’S latitude, 130° 45’W longitude). The drilling reported here took place at the Cai, Lei, Liana and Bao prospects which are located within EL’s 31133 and 31091 respectively. • Lithium Plus Minerals Ltd are the registered holders of 22 EL’s (see Table 2-1). • The Tenements are in good standing with the NT DPIR Title Division.
Exploration done by other parties	• Acknowledgment and appraisal of exploration by other parties.	• Previous exploration of pegmatite hosted mineralisation has occurred in the Bynoe region predominantly through historical small-scale workings targeting Sn ± Ta and through regional recent RC drilling programs by Core Exploration and Liontown Resources. Within Lithium Plus’s target areas only historical workings and sparsely selected rock chip samples (pegmatite + host rock) have been previously undertaken. • First pass drilling on the mentioned prospects was conducted by Kingston under the current Tenure in 2017.
Geology	• Deposit type, geological setting and style of mineralisation.	• The Tenements listed above form part of LPM’s Bynoe Project which is in the BPF (NTGS Report 16). • The BPF extends for some 70 km in length and extending up to 15 km in width. • The pegmatites occur as clusters, in groups or a single body hosted within the metasedimentary rocks (turbiditic) of the Burrell Creek Formation and Welltree Metamorphics proximal to the Two Sisters Granite (ca 1850). The NTGS have interpreted the pegmatite occurrences to have evolved from the S- type Two Sisters Granite giving an age of ~1850 Ma. • Individual pegmatites range from narrow metre-scale veins to broad lozenge-shaped bodies several tens of meters in width and up to 500 m wide, and generally conform to the regional schistosity (structural fabric).

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
		• The Bynoe pegmatites are characteristically LCT type. It has been reported many of the pegmatite occurrences exhibit highly weathered clay-quartz saprolite surface expressions to significant depth. Weathering has likely stripped the pegmatite of the key lithium mineral spodumene (and possibly Tantalum) requiring deeper drilling to test for lithium grades. • In drill core, the fresh pegmatite is composed of extremely coarse spodumene (20–30%), quartz, albite, microcline and muscovite (in decreasing order of abundance), along with accessory amblygonite, apatite, cassiterite, ilmenite, rutile, and rare columbite, tantalite, tourmaline (elbaite), fluorite, topaz and beryl (NTGS, 2017).
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 drillholes: • easting and northing of the drillhole collar • elevation or RL (Reduced Level – elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • downhole 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.	•See Table 4-2 for drill hole information •No drilling or material assay information has been excluded
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated. • 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.	•All quoted drill intercepts represent downhole widths, not true widths •0.4% Li2O was used as a lower cut-off grade, with allowances for a maximum 2 m internal dilution, for compositing and reporting significant assay intersections. •Metallic Lithium percent was multiplied by a conversion factor of 2.1527/10,000 to report Li ppm as Li2O%.
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 drillhole angle is known, its nature should be reported. • If it is not known and only the downhole lengths arereported, there should be a	•The azimuth and dip data for all holes is presented in Table 4-2. Most holes have been drilled at angles approximating 60° on the interpretation of vertical to steeply dipping pegmatite veins and approximately perpendicular to the strike of the pegmatites as mapped. •The nature and dip of the pegmatite occurrences are still being evaluated.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
	clear statement to this effect (e.g. ‘down hole length, true width not known’).	•True widths are not reported, downhole depths are reported.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drillhole collar locations and appropriate sectional views.	A collar plan of all collar locations and intercept are provided in the main body of the report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• All exploration results have been reported. • Significant assays (> 0.4% Li2O downhole intercept in m cut-off with allowances for a maximum 2 m internal dilution) have been reported.
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	Refer main body of the report: DGPR • Loza carried out ground penetrating radar (GPR) trials designed to apply new radar technology to assist in assessing the geophysical nature of known pegmatite bodies at the Cai and Lei projects in 2017. • Loza has processed the data using their own software (Krot), to apply filters that best pick out the features of interest. • Loza uses GPRplus, a ground scanning device designed for studying subsurface structure at depths from a few metres to hundreds of metres. Data collection is based on radiation of ultra-wideband electromagnetic pulses penetrating the subsurface medium and registration of the reflected signals born at the medium interfaces or buried objects. Reflections are the primary result of a change in density and/or a change in electromagnetic permeability. • The transmitter uses a high-pressure hydrogen discharge, which operates in standalone mode without synchronisation. Traditional GPR mechanics have been completely revised: pulse transmitter power has been increased by a minimum of 100,000 times, and the stroboscopic transformation replaced to direct detection of signal. The antennas use RC- Loaded dipoles. This ensures the exclusion of interference in the received signal that suppresses weak signals, whilst also permitting the reception of strong signals and avoids the requirement for connecting lines (which also introduce strong interference from the transmitter). Only the Low Frequency Systems were applied at the Lei and Cai prospects where the 6 metre antenna x 25 Mhz was used with specific acquisition parameters developed by Loza • The horizontal resolution, i.e. the spacing of the 'radar-shots' taken along a profile is chosen according to the required scale of the target objects and in discussion with the client. In this case, the shot spacing was 0.5 m and/or 1 m depending on the depth range intended, with varied lengths of survey lines due to the uncertainty of the dimensions of the targets onthefirst passes. The system identifies

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix A

Criteria	JORC Code explanation	Commentary
		structures at all angles, including the vertical structure as well as voids, changes in rock density caused by fracturing, geological changes, or water. This system shows any structure as the signal array returns from both the vertical and horizontal structures. Additionally, the Radar operator can either manually operate the 'firing switch' or it can be set to automatic. The 'shot' spacing is determined by the client's objective; and also by the speed of the traverse. • At each measurement point, the arrival time of the signal is recorded from the geological boundaries or structure/feature of interest. The profile 'Radargram' is formed in real time on the operator's console LCD screen in the form of a binary plot depicting radar return time of the subsurface reflections. Travel time of the EM wave depends on the reflector depth and propagation velocity, this varies along the profile giving a picture of subsurface layered structures. Results of the survey are stored in the console memory which can be instantly downloaded into a normal laptop computer for immediate review of data quality and points of interest whilst still in the field. This real-time capability means that the operator can mark features of interest as the profile is taken. The downloaded data is analysed on the laptop using proprietary software. • The profile lines are georeferenced and displayed as Radargrams with filters applied in the Loza software (Krot).
Further work	• The nature and scale of planned further work (e.g. 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.	LPM plans to raise exploration funds to continue RC drilling at its Bynoe Project testing the Cai, Bao, Lei, and Liana Prospects and will use DGPR geophysical surveys to guide drill placement. This will include further assessment of potential targets and prospects. Refer main body of the report.

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Appendix B JORC Table 1: Arunta Projects

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

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 JVs, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the Tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• The Bynoe project is centered around 15 km south of Darwin (at 12°40’S latitude, 130° 45’W longitude). The drilling reported here took place at the Cai, Lei, Liana and Bao prospects which are located within EL’s 31133 and 31091 respectively. • Lithium Plus Minerals Ltd are the registered holders of 22 EL’s (see Table 2-1). • The Tenements are in good standing with the NT DPIR Title Division.
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 downhole 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. RC drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases, more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	Drilling The Cai, Lei, Liana and Bao prospects have been drilled and sampled by RC methods with holes on variable spacings consistent with early-stage reconnaissance exploration. The prospects have been drilled in 2017 by Kingston includes 45 holes for a total of 4,507 m of drilling. The drilling was completed by Kalgoorlie-based drilling contractors WDA drilling Services Pty Ltd. Sample Representativity Initial shallow drilling was undertaken to identify near surface mineralisation. Most holes are oriented appropriately to give optimal sample representivity, drilled mostly perpendicular to the interpreted strike of the pegmatite bodies and oriented towards the dip the target pegmatite dyke. None-the-less, downhole widths will in most instances not represent true widths. RC Sampling • RC drilling was sampled using a 43/4 -inch face bit. • RC drilling techniques returned samples through a fully enclosed cyclone setup with sample return routinely collected in 1 m intervals approximating 20 kg of sample. 1 m interval RC samples were homogenised and collected by a static riffle splitter to produce a representative 2-3 kg sub-sample (~10% of sample weight). Rock Chip Sampling • Rock chip sampling was undertaken as part of Kingston reconnaissance mapping and ground truthing of pegmatite occurrences at the Cai, Lei, Liana and Bao prospects. Samples are typically takenas compositerockchip sample, generally2-5

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		kg of sample weight, considered large enough to be representative of the coarse pegmatite lithology and are selectively taken from pegmatite lithologies (preferably unweathered). • Sample location sites are biased toward exposed or outcropping pegmatite occurrences which is consistent with early-stage reconnaissance exploration in the region. In general, most samples are taken in-situ however some indicative samples were also collected form waste or mullock dumps associated with historical workings or costeans. • Samples were collected during the 2017 field campaign. Soil Sampling • The Cai, Lei and Liana prospects have been sampled by surface soil geochemical methods with Soil samples were collected using hand tools (shovels) from the B horizon (or A horizon in the absence of B), approximating a sample >30cm depth. • The sample was sieved on site to retain the <2.36 mm soil fraction, removing organic matter in the process. Approximately 100 – 200 g of soil sample is retained in pre-numbered paper bags for the purpose of laboratory analysis. • Sample sites were collected on a 200 m (north- south) by 50 m (east-west) grid spacing considered appropriate for early-stage reconnaissance exploration. Infill sample spacing on a 50 m by 50 m grid has supplemented the regional grid in places to better define anomalies highlighted by wider sample spacing. • The prospects were sampled by Kingston in 2016 and comprises a total of 191 soil samples. DGPR Trial and follow-up DGPR was conducted by geophysical contractor Loza over the Lei and Cai prospects by Kingston in 2017. The survey work comprises a total of 25 survey lines (16 lines at Cai; 9 lines at Lei) for 7,142 m.
Drilling techniques	• Drill type (e.g. core, RC, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	• The prospects have been drilled with RC drilling technique using a reputable drilling contractor (WDA drilling Services Pty Ltd) and appropriate rig capabilities to complete the planned drill holes. The rig type and hole size has not been comprehensively documented. • RC drilling was sampled using a 4 3/4 -inch face bit. • RC holes range in depth from 52 to 172 m.
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.	Qualitative RC Recoveries • Sample weights are rarely recorded/reported for any of the drilling campaigns, with recoveries estimated visually from volume of primary sample recovered. The configuration of the rig set-up provides for an enclosed sample mechanism and clean-out protocol to prevent sample loss, sample inter-mingling and contamination. • Holes are preferably drilled dry to prevent poor recoveries and contamination and wet intervals are routinely logged and compared against assay results.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		• RC logs document recoveries within 90% of expected with nothing recorded concerning the amount and consistency of material recovered from the RC or PC drilling.
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.	• Geological logging has been routinely undertaken by suitably qualified geologists on all RC holes along the entire length of the hole recording lithology, mineralogy, veining, alteration, weathering, structure, and other sample features as appropriate to the style of deposit. Observations were recorded appropriate to the drilling and sample return method and is quantitative, based on visual field estimates. • During the logging process Kingston routinely retained representative samples (stored in chip trays) for future reference. The RC chip trays are photographed and electronically stored. • Standard logging was routinely undertaken by suitably qualified field staff on all rock chip and soil sample sites. • Observations were recorded appropriate to the sample type based on visual field estimates. • Rock chip sample logs routinely recorded lithology, mineralogy, veining, alteration, weathering. • Soil sample logs routinely recorded relating to the nature of the soil profile, type of soil and depth of sample
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.	RC Sampling • RC were collected at 1 m intervals in the field. A representative sample to approximately 3-4 kg sample (approximating 10-20% of the original sample) weight is obtained from the rig mounted static cone splitter in pre-numbered calico bags for the purpose of laboratory analysis. The sample size is considered adequate for the style of mineralisation and target host rock. • The remaining ‘reject’ drill sample (weighing ~20 – 30 kg) is collected into large pre-numbered plastic bags and set aside and retained until assay results have been received. A sample is sieved from the reject material and retained in chip trays for geological logging and future reference and stored at LPM’s offices in Darwin. • It has been reported that all material was sampled as returned - usually dry and wet holes were redrilled to prevent bias from poor recoveries and contamination. • A total of 4507 RC samples were obtained from the field program. A total of 1,193 selected RC chip samples from the target mineralised downhole intervals were dispatched via commercial transport services from Bynoe to either Intertek laboratories located in Darwin or Perth; both commercial accredited laboratories. The use of commercial laboratory facilities for the preparation of samples is industry standard practice and typically involves preparation by drying, crushing, riffling and pulverizing to a homogeneous sample pulp. • Kingston routinely submitted RC field duplicates collected in the field at a rate of 1 in every 20

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		samples to monitor sampling methodology and homogeneity of RC drilling. Duplicates were typically spear sampled from the primary sample bag. • QA/QC samples in the form of Certified lithium (and Tantalum) standards (CRM Reference: GTA-01 & GTA-02) were also inserted into the field sample stream at a rate of 1 in 100 samples. • The field duplicate sampling from the RC holes, when conducted, is supportive of the original results. Most duplicates were spear sampled. Rock Chip Sampling The whole of the rock samples was prepared by coarse crushing to obtain a homogeneous crushed sample. Soil Sampling • Soil samples represent a partial sample generated with a particular sieve fraction size. It is not reported whether sampling procedures were instructed by orientation programs to determine the optimal size, sieve size fraction and depth collected are to best discern trends for regional assessment purposes. • One duplicate soil sample was collected every 25th sample site to monitor sample variability. No material variations were noted in the data. • No other quality control procedures were considered necessary of this reconnaissance style sampling program for both rock chip and soil programs. Rock Chip and Soil Sample Preparation • Rock chip and soil samples were prepared and assayed at Intertek Genalysis Darwin and/or Perth, both NATA accredited laboratories • Rock samples were prepared by coarse crushing to obtain a homogeneous crushed sample. A sub- sample to <1 kg is obtained via a riffle splitter at the laboratory. The sub-sample is then pulverised to a homogeneous sample pulp.
Quality of assay data and laboratory tests	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.	RC Sampling • Selected samples were assayed at Intertek Genalysis Darwin and/or Perth, both NATA accredited laboratories. A sub-sample of the pulp is digested via sodium peroxide fusion (zirconia crucibles) and hydrochloric acid to dissolve the melt and analysed via Inductively Coupled Plasma Mass Spectrometry (ICP-MS: FP1MS) and Optical (Atomic) Emission Spectrometry (ICP-OES: FP1/OE) methods for the following elements: As, Be, Cs, Fe, K, Li, Nb, Rb, Sn, Sr, Ta, Th and U (20ppm, 1ppm, 0.1ppm, 0.01%, 1ppm, 2ppm, 0.5ppm, 0.01%, 20ppm, 0.1ppm, 0.1ppm, 0.1ppm respectively). The lower detection for Li by this method is 1 ppm. • A barren flush is inserted between samples at the laboratory. • Intertek utilise standard internal quality control measures including the use of internal Standards, Control Blanks and duplicates/repeats at a rate of 1 in 16 samples. • No geophysical tools were employed for analysis.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		Rock Chip Sampling • A sub-sample of the pulp is digested via sodium peroxide fusion (zirconia crucibles) and hydrochloric acid to dissolve the melt and analysed via Inductively Coupled Plasma Mass Spectrometry (ICP-MS: FP1MS) methods for the following elements: As, Ba, Be, Cs, K, Li, Nb, Rb, Sn, Sr, Ta, Th, U and W (20ppm, 1ppm, 1ppm, 0.1ppm, 0.05%, 1ppm, 2ppm, 0.5ppm, 0.01%, 20ppm, 0.1ppm, 0.1ppm, 0.1ppm and 1ppm respectively). The lower detection for Li by this method is 1 ppm. • A barren flush is inserted between samples at the laboratory. • Intertek utilize standard internal quality control measures including the use of internal Standards, Control Blanks and duplicates/repeats at a rate of 1 in 16 samples Soil Sampling • After sample preparation, a sub-sample of the pulp is digested via four acid digestion (4A/MS)(Hydrofluoric, Nitric, Perchloric and Hydrochloric acids) and analysed via Inductively Coupled Plasma Mass Spectrometry (ICP-MS: ICP_W003)) analysis for the following elements: Cs, K, Li, Ta, Rb and Sn. (0.05ppm, 20ppm, 0.1ppm, 0.01ppm, 0.05ppm, and 0.1ppm respectively). The lower detection for Li by this method is 1 ppm. • A barren flush is inserted between samples at the laboratory. • Intertek utilise standard internal quality control measures including the use of internal Standards, Control Blanks and duplicates/repeats at a rate of 1 in 16 samples.
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.	RC Sampling • Higher grade mineralisation intercepts were observed and verified by Kingston personnel. • No specific twinning program has been conducted, given the early-stage of the project. • The assay data has been validated against the logging for all RC holes and were directly input onto electronic spread sheets and validated by the database manager. Reported assay results are calculated at a 0.4% LiO2 cut-off with allowances for a maximum 2 m internal dilution • A complete record of historical logging, sampling and assays were stored within an Access Database by previous owners Kingston, including digital assay sheets obtained from Intertek. • Metallic Lithium percent was multiplied by a conversion factor of 2.1527/10,000 to report Li ppm as Li2O%. • No other adjustments to assay data were undertaken. Rock Chip and Soil Sampling • All geochemical data was verified by Kingston personnel. • The assay data has been validated against the field logging and were directly input onto electronic spread sheets and validated by the database manager.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		• A complete record of historical logging, sampling and assays were stored within an Access Database by previous owners Kingston, including digital assay sheets obtained from Intertek. • The soil geochemistry is statistically validated through the gridding process. DGPR Sampling Raw, located and profile imagery is stored in digital format by LPM and Contractor.
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.	RC Sampling • A hand-held GPS has been used to determine all collar locations at this stage. • The grid system is MGA_GDA94, zone 52 for easting, northing and RL. • Down hole surveying is routinely employed through the drilling campaign. Most RC holes (39 of 45 holes) were downhole surveyed by north seeking gyro tool operated by the drillers. • The local topographic surface (SRTM 1 m topographic data) is used to generate the RL of most of the collars, given the large errors obtained by GPS (±10 m). Rock chip and Soil Sampling All sample sites are recorded using a hand-held GPS. The grid system is MGA_GDA94, zone 52 for easting, northing and RL. DGPR Radar data are collected along lines oriented approximately perpendicular to interpreted or projected strike of the pegmatite dykes. Their position is tagged very 25 m and at ground control points (e.g., drill collars) by handheld GPS, which is sufficient for this level of detail.
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.	RC Sampling • Drill spacing is determined by the stage of exploration of the prospect. All prospects are newly defined prospects drilled with a wider drill holes spacing required at this stage to determine the merit of the prospect and produce a reliable interval. • No sample compositing has been applied to the data Rock Chip and Soil Sampling • Data spacing for rock chip sampling is ad hoc and governed primarily by the pegmatite outcrop occurrences and level of exposure. • Soil sample sites were collected on a 200 m (north- south) by 50 m (east-west) grid spacing considered appropriate for early-stage reconnaissance exploration. Infill sample spacing on a 50 m by 50 m grid has supplemented the regional grid in places to better define anomalies highlighted by wider sample spacing.
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	• The drilling and Radar lines are oriented as best as possible to perpendicular to the structure/geology containing or controlling the pegmatite dyke occurrences mineralisation based on projections from surface outcrops and modelled subsurface occurrences from DGPR survey lines.

SRK CONSULTING (AUSTRALASIA) PTY LTD  FEBRUARY 2022  KL/MC

Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
	mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• Generally, the orientation is appropriate. No sampling bias is considered to have been introduced given that the mineralisation is disseminated within the pegmatite body and as well is associated with small scale quartz veins. • The short axis of soil sampling grids is typically oriented perpendicular to the interpreted strike of mineralisation as mapped or predicted by geological interpretations. In some cases the trend of the geochemical anomaly is inferred to relate to the pegmatite orientations. • There is insufficient rock chip sampling data to show trends.
Sample security	• The measures taken to ensure sample security.	Sample security adopted by Kingston was based on responsibility and documentation of site personal with the appropriate experience and knowledge to maintain sample chain of custodyprotocols from site to lab.
Audits or reviews	• The results of any audits or reviews of sampling techniques and data.	• No review or audit by companies that have conducted the historical drilling is documented or reported. • An independent review in early 2016 of available data for the prospects was undertaken by LPP following significant due diligence that was undertaken by LPM.

Section 2 Reporting of Exploration Results

(Criteria listed in section 1 also apply to this section)

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 JVs, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the Tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• The Bynoe project is centred around 15 km south of Darwin (at 12°40’S latitude, 130° 45’W longitude). The drilling reported here took place at the Cai, Lei, Liana and Bao prospects which are located within EL’s 31133 and 31091 respectively. • Lithium Plus Minerals Ltd are the registered holders of 22 EL’s (see Table 2.1). • The Tenements are in good standing with the NT DPIR Title Division.
Exploration done by other parties	• Acknowledgment and appraisal of exploration by other parties.	• Previous exploration of pegmatite hosted mineralisation has occurred in the Bynoe region predominantly through historical small-scale workings targeting Sn ± Ta and through regional recent RC drilling programs by Core Exploration and Liontown Resources. Within Lithium Plus’s target areas only historical workings and sparsely selected rock chip samples (pegmatite + host rock) have been previously undertaken. • First pass drilling on the mentioned prospects was conducted by Kingston under the current Tenure in 2017.
Geology	• Deposit type, geological setting and style of mineralisation.	• The Tenements listed above form part of LPM’s Bynoe Project which is in the BPF (NTGS Report 16).

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		• The BPF extends for some 70 km in length and extending up to 15 km in width. • The pegmatites occur as clusters, in groups or a single body hosted within the metasedimentary rocks (turbiditic) of the Burrell Creek Formation and Welltree Metamorphics proximal to the Two Sisters Granite (ca 1850). The NTGS have interpreted the pegmatite occurrences to have evolved from the S- type Two Sisters Granite giving an age of ~1850 Ma. • Individual pegmatites range from narrow metre- scale veins to broad lozenge-shaped bodies several tens of meters in width and up to 500 m wide, and generally conform to the regional schistosity (structural fabric). • The Bynoe pegmatites are characteristically LCT type. It has been reported many of the pegmatite occurrences exhibit highly weathered clay-quartz saprolite surface expressions to significant depth. Weathering has likely stripped the pegmatite of the key lithium mineral spodumene (and possibly Tantalum) requiring deeper drilling to test for lithium grades. • In drill core, the fresh pegmatite is composed of extremely coarse spodumene (20–30%), quartz, albite, microcline and muscovite (in decreasing order of abundance), along with accessory amblygonite, apatite, cassiterite, ilmenite, rutile, and rare columbite, tantalite, tourmaline (elbaite), fluorite, topaz and beryl (NTGS, 2017).
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 drillholes: • easting and northing of the drillhole collar • elevation or RL (Reduced Level – elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • downhole 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 clearlyexplain whythis is the case.	•See Table 4.2 for drill hole information •No drilling or material assay information has been excluded
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated. • 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	•All quoted drill intercepts represent downhole widths, not true widths •0.4% Li2O was used as a lower cut-off grade, with allowances for a maximum 2 m internal dilution, for compositing and reporting significant assay intersections. •Metallic Lithium percent was multiplied by a conversion factor of 2.1527/10000 to report Li ppm as Li2O%.

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
	examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated.
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 drillhole angle is known, its nature should be reported. • If it is not known and only the downhole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	•The azimuth and dip data for all holes is presented in Table 4.2. Most holes have been drilled at angles approximating 60° on the interpretation of vertical to steeply dipping pegmatite veins and approximately perpendicular to the strike of the pegmatites as mapped. •The nature and dip of the pegmatite occurrences are still being evaluated. •True widths are not reported, downhole depths are reported.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drillhole collar locations and appropriate sectional views.	A collar plan of all collar locations and intercept are provided in the main body of the report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• All exploration results have been reported. • Significant assays (> 0.4% Li2O downhole intercept in m cut-off with allowances for a maximum 2 m internal dilution) have been reported.
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	Refer main body of the report DGPR • Loza carried out GPR trials designed to apply new radar technology to assist in assessing the geophysical nature of known pegmatite bodies at the Cai and Lei projects in 2017. • Loza has processed the data using their own software (Krot), to apply filters that best pick out the features of interest. • Loza uses GPRplus, a ground scanning device designed for studying subsurface structure at depths from a few metres to hundreds of metres. Data collection is based on radiation of ultra- wideband electromagnetic pulses penetrating the subsurface medium and registration of the reflected signals born at the medium interfaces or buried objects. Reflections are the primary result of a change in density and/or a change in electromagnetic permeability. • The transmitter uses a high-pressure hydrogen discharge, which operates in standalone mode without synchronisation. Traditional GPR mechanics have been completely revised: pulse transmitter power has been increased by a minimum of 100,000 times, and the stroboscopic transformation replaced to direct detection of signal. The antennas use RC-Loaded dipoles. This ensures the exclusion of interference in the received signal that suppresses weak signals, whilst also permitting the reception of strong signals and avoids the requirement for connecting lines (which

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Independent Geologist’s Report on the Bynoe and Arunta Projects, Northern Territory Appendix B

Criteria	JORC Code explanation	Commentary
		also introduce strong interference from the transmitter). Only the Low Frequency Systems were applied at the Lei and Cai prospects where the 6 metre antenna x 25 Mhz was used with specific acquisition parameters developed by Loza • The horizontal resolution, i.e. the spacing of the 'radar-shots' taken along a profile is chosen according to the required scale of the target objects and in discussion with the client. In this case, the shot spacing was 0.5 m and/or 1 m depending on the depth range intended, with varied lengths of survey lines due to the uncertainty of the dimensions of the targets on the first passes. The system identifies structures at all angles, including the vertical structure as well as voids, changes in rock density caused by fracturing, geological changes, or water. This system shows any structure as the signal array returns from both the vertical and horizontal structures. Additionally, the Radar operator can either manually operate the 'firing switch' or it can be set to automatic. The 'shot' spacing is determined by the client's objective; and also by the speed of the traverse. • At each measurement point, the arrival time of the signal is recorded from the geological boundaries or structure/feature of interest. The profile 'Radargram' is formed in real time on the operator's console LCD screen in the form of a binary plot depicting radar return time of the subsurface reflections. Travel time of the EM wave depends on the reflector depth and propagation velocity, this varies along the profile giving a picture of subsurface layered structures. Results of the survey are stored in the console memory which can be instantly downloaded into a normal laptop computer for immediate review of data quality and points of interest whilst still in the field. This real-time capability means that the operator can mark features of interest as the profile is taken. The downloaded data is analysed on the laptop using proprietary software. • The profile lines are georeferenced and displayed as Radargrams with filters applied in the Loza software (Krot).
Further work	• The nature and scale of planned further work (e.g. 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.	LPM plans to raise exploration funds to continue RC drilling at its Bynoe Project testing the Cai, Bao, Lei, and Liana Prospects and will use DGPR geophysical surveys to guide drill placement. This will include further assessment of potential targets and prospects. Refer main body of the report.

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SCHEDULE 4

KEY ACCOUNTING POLICIES

a) Basis of preparation

The Financial Information included in this Prospectus has been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act, as appropriate for for-profit oriented entities. The Financial Information also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).

b) Income Tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to profit, or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. When an investment property that is depreciable is held by the company in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settle.

c) Fair Value of Assets and Liabilities

The company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

Fair value is the price the company would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e., unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

d) Share based payments

Options over ordinary shares have been granted to the non-executive directors and Executive Chairman as part of their remunerations and to consultants for the rendering of services. The cost of these share-based payments is measured at fair value on grant date. Fair value is independently determined using the BlackScholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share as well as the expected risk-free interest rate for the term of the option.

The cost of share-based payments are recognised as an expense with a corresponding increase in equity over the vesting period.

e) Employee Benefits

Short term employee benefits

Provision is made for the Company’s obligation for short term employee benefits. Short term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The company’s obligations for short term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position. The Company’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

Other long term employee benefits

Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity

dates that approximate the terms of the obligations. Upon the remeasurement of obligations due to changes in assumptions for other long term employee benefits, the net change in the obligation is recognised in profit or loss as part of employee benefits expense in the periods in which the changes occur.

The Company’s obligations for long term employee benefits are presented as non-current provisions in its statement of financial position, except where the Company does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

f) Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and at bank, deposits held at call with financial institutions, other short term, highly liquid investments with maturities of three (3) months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.

g) Exploration and evaluation

Exploration and evaluation incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

h) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

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 ATO is included with other receivables or 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 ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

i) Share based payment reserve

Management uses valuation techniques to determine the fair value of the reserve created when options are issued to executives and service providers. This involves developing estimates and assumptions determined by reference to historical data of comparable entities over a period of time. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available.

SCHEDULE 5 APPLICATION FORM

PUBLIC OFFER APPLICATION FORM

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LITHIUM PLUS MINERALS LTD ACN 653 574 219

Your Application Form must be received by no later than: Monday 28 March 2022 (unless extended or closed earlier)

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://investor.automic.com.au/#/ipo/lithiumplusminerals

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✓ Pay electronically: Applying online allows you to pay electronically, via BPAY® or EFT (Electronic Funds Transfer).
✓ Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.
✓ It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your Application has been successfully processed.

To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on page 2 of the form.

	1. Number of Shares applied for Application payment (multiply box 1 by $0.25 per Share) , , A$ , , . 0 0 Applications under the Offer must be for a minimum of 8,000 New Shares ($2,000) and minimum increments of 2,000 New Shares ($500).

Applicant name(s) and postal address (Refer to Naming Standards overleaf)

3. Contact details

Telephone Number Contact Name (PLEASE PRINT) ( )

Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

CHESS Holders Only – Holder Identification Number (HIN) Note: if the HIN is incorrect or the name and address details in ~~section 2 does not match exactly with your registration details~~ X held at CHESS, any Shares issued as a result of your Application ~~will be held on the Issuer Sponsored subregister.~~
TFN/ABN/Exemption Code Applicant #1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

YOUR PRIVACY

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Automic Pty Ltd (ACN 152 260 814) trading as Automic Group advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the Shares you hold) to be included in the public register of the entity in which you hold Shares. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor
Correct Form of Registration
Incorrect Form of Registration
Individual
Mr John Richard Sample
J R Sample
Joint Holdings
Mr John Richard Sample & Mrs Anne Sample
John Richard & Anne Sample
Company
ABC Pty Ltd
ABC P/L or ABC Co
Trusts
Mr John Richard Sample

John Sample Family Company
Superannuation Funds
Mr John Sample & Mrs Anne Sample

John & Anne Superannuation Fund
Partnerships
Mr John Sample &
Mr Richard Sample

John Sample & Son
Clubs/Unincorporated Bodies
Mr John Sample

Health Club
Deceased Estates
Mr John Sample

Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS PUBLIC OFFER APPLICATION FORM.

This is an Application Form for fully paid ordinary Shares in Lithium Plus Minerals Ltd (ACN 653 574 219) ( Company ) made under the terms of the Offer set out in the Prospectus dated 14 March 2022.

Capitalised terms not otherwise defined in this document has the meaning given to them in the Prospectus. The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Prospectus and any supplementary Prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary Prospectus (if applicable) and an Application Form, on request and without charge.

Shares Applied For & Payment Amount - Enter the number of Shares & the amount of the application monies payable you wish to apply for. Applications under the Offer must be for a minimum of 8,000 Shares ($2,000) and then in increments of 2,000 Shares ($500).
Applicant Name(s) and Postal Address - ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. Refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.
Contact Details - Please provide your contact details for us to contact you between 9:00am and 5:00pm (AEST) should we need to speak to you about your application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home
CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (‘SRN’) will be allocated to you.
TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.
Payment - Payments for Applications made using a paper Application Form can only be made by cheque. Your cheque must be made payable to "Lithium Plus Minerals Ltd " and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Completed Application Forms and accompanying cheques must be received before 5:00pm (AEST) on the Closing Date by being delivered or mailed to the address set out in the instructions below.

Applicants wishing to pay by BPAY® or EFT should complete the online Application, which can be accessed by following the web address provided on the front of the Application Form. Please ensure that payments are received by 5:00pm (AEST) on the Closing Date. Do not forward cash with this Application Form as it will not be accepted.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, I/WE DECLARE THAT I/WE:

Have received a copy of the Prospectus, either in printed or electronic form and have read the Prospectus in full;
Have completed this Application Form in accordance with the instructions on the form and in the Prospectus;
Declare that the Application Form and all details and statements made by me/us are complete and accurate;
I/we agree to provide further information or personal details, including information related to tax-related requirements, and acknowledge that processing of my application may be delayed, or my application may be rejected if such required information has not been provided;
Agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Prospectus;
Where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;
Acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;
Apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus);
Acknowledge that my/our Application may be rejected by the Company in its absolute discretion;
Authorise the Company and their agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated;
Am/are over 18 years of age;
Agree to be bound by the Constitution of the Company; and
Acknowledge that neither the Company nor any person or entity guarantees any particular rate of return of the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

The Offer is expected to open on Tuesday 22 March 2022 and is expected to close on Monday 28 March 2022. The Directors reserve the right to close the Offer at any time once sufficient funds are received or to extend the Offer period. Applicants are encouraged to submit their Applications as early as possible. Completed Application Forms and payments must be submitted as follows:

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Paper Application and Cheque Online Applications and BPAY® or EFT Payments
By Post: OR By Hand Delivery: Online:
Lit hium Plus Minerals Ltd Lithium Plus Minerals Ltd https://investor.automic.com.au/#/ipo/lithiumplusminerals
C/- Automic Pty Ltd C/- Automic Pty Ltd
GPO Box 5193 Level 5, 126 Phillip Street
SYDNEY NSW 2001 SYDNEY NSW 2000
ASSISTANCE
Need help with your application, no problem. Please contact Automic on:
PHONE: LIVE WEBCHAT: EMAIL:
1300 288 664 within Australia Go to www.automicgroup.com.au [email protected]
+61 (2) 9698 5414 from outside Australia
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ASSISTANCE

Need help with your application, no problem. Please contact Automic on: PHONE:

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional adviser without delay.

AI assistant

LITHIUM PLUS MINERALS LTD. — Capital/Financing Update 2022

65258_rns_2022-04-21_2b3fef71-30a8-4e58-afa9-571fb4823958.pdf

PROSPECTUS

Last date for acceptance and payment

IMPORTANT NOTICE

Offer

Prospectus

Conditional Offer

Important document

Exposure Period

No Cooling-off Rights

Obtaining a copy of this Prospectus

Restrictions on the distribution of this

Prospectus

Speculative Investment

Forward-looking Statements

Competent Persons Statement

Privacy Statement

Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

Defined terms and abbreviations

Photographs and diagrams

Website

Indicative Timetable

Summary of the Offer

TABLE OF CONTENTS

MESSAGE FROM THE CHAIRMAN

Chairman

Investment Overview

Summary of key risk factors

1. DETAILS OF THE OFFER

1.1

The Offer

1.2 Purpose of the Offer

1.3 Conditions of the Offer

1.4 Capital structure following completion of the Offer

(a) Shares

(b) Options

(c) Performance Rights

1.5 Issue of Shares to cornerstone investor

1.6

How to apply for Shares

1.7

Allocation policy

1.8 Application of money held in trust

1.9 Issue of Shares

1.10

ASX quotation

1.11

Selling Restrictions

(a) General

(b) People's Republic of China (PRC)

(c)

Hong Kong

(d) New Zealand

(e) Singapore

(f) United Kingdom

1.12 Restricted securities and escrow arrangements

1.13

Underwriting

1.14 Taxation implications

1.15 Withdrawal of the Offer

1.16 Enquiries

2. OVERVIEW OF LITHIUM PLUS MINERALS

2.1 Company Overview

2.2 Overview of the Projects

2.3 The Bynoe Project (NT) – 100%

(a) Location and Access

(b) Geology and Mineralisation

(c) Exploration History and Prospectivity

(d) Proposed Exploration

2.4 The Arunta Project (NT) – 100%

(b) Geology and Mineralisation

(c)

Exploration History and Prospectivity

Spotted Wonder

Figure 2.7: Delmore Prospect exploration drilling

(d) Proposed Exploration

2.5 Business strategy and objectives of Lithium Plus Minerals

2.6 Exploration strategy of Lithium Plus Minerals

LITHIUM PLUS MINERALS LTD. Capital/Financing Update 2022