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LUNNON METALS LIMITED — Proxy Solicitation & Information Statement 2025
Oct 7, 2025
65246_rns_2025-10-07_b81abcf3-75f4-4f2c-8d09-e5a2024ba298.pdf
Proxy Solicitation & Information Statement
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8 October 2025
The Manager Market Announcements Office ASX Limited Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000
Dear Sir/Madam
Lunnon Metals - Notice of General Meeting to be held on 6 November 2025
In accordance with the ASX Listing Rules 3.17.1, please see attached the following documents in relation to Lunnon Metals Limited’s (ASX:LM8) General Meeting to be held on Thursday, 6 November 2025 commencing at 10.00am (AWST) at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia:
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Notice of General Meeting;
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Proxy Voting Form; and
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Letter to Shareholders: Notice of General Meeting – 6 November 2025.
This release has been authorised by the Board.
Yours sincerely
Nicole Jeanneret Company Secretary
LUNNON METALS LIMITED | ASX:LM8 | ABN 82 600 008 848 | [email protected] | www.lunnonmetals.com.au POSTAL ADDRESS | PO Box 470 West Perth WA 6872 | Ph +61 8 6424 8848 REGISTERED ADDRESS | Suite 10, Level 3, 33 Richardson Street, West Perth WA 6005
LUNNON METALS LIMITED
ABN 82 600 008 848
NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
| TIME: | 10.00am (WST) |
|---|---|
| DATE: | Thursday, 6 November 2025 |
| PLACE: | The Park Business Centre |
| 45 Ventnor Avenue, West Perth, Western Australia |
IMPORTANT NOTES Independent Expert’s Report The Independent Expert has determined that the Proposed Transaction is fair and reasonable to Shareholders who are not associated with St Ives Gold Mining Co. Pty Ltd. The Independent Expert’s Report is attached to this Notice of Meeting as Schedule 1. General A Proxy Form is enclosed or has otherwise been provided to you. If you are unable to attend the Meeting, please complete and return the Proxy Form in accordance with the specified directions. This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6424 8848 or [email protected].
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CONTENTS PAGE
| CONTENTS PAGE | |
|---|---|
| Business of the Meeting (setting out the proposed resolution) | 4 |
| Voting Exclusions | 4 |
| Explanatory Statement (explaining the proposed resolution) | 6 |
| Glossary | 15 |
| Schedule 1 – Independent Expert’s Report | 17 |
| Proxy Form | enclosed |
IMPORTANT INFORMATION
1.1 Time and place of meeting
Notice is given that a General Meeting of the Shareholders of Lunnon Metals Limited (ABN 82 600 008 848) will be held at 10.00am (WST) on Thursday, 6 November 2025 at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia.
1.2 Your vote is important
The business of the Meeting affects your shareholding and your vote is important .
1.3 Voting eligibility
The Directors have determined pursuant to paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on Tuesday, 4 November 2025 .
1.4 Voting in person (or by attorney)
To vote in person, attend the Meeting at the time, date and place set out above. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the Meeting.
1.5 Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
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1.6 Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return it by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, members are advised that:
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each member has a right to appoint a proxy;
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the proxy need not be a member of the Company; and
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a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.
To be effective, proxies must be received by 10.00am (WST) on Tuesday, 4 November 2025 . Proxies lodged after this time will be invalid.
How to lodge a proxy vote
You can submit your proxy appointment using one of the following methods:
Online : https://investor.automic.com.au/#/loginsah or by scanning the QR code on the Proxy Form. Use the Company code “LM8” and your Holder Number (as shown at the top of the Proxy Form). Once logged in, click “Meetings”.
Post : Automic, GPO Box 5193, Sydney NSW 2001
Email : [email protected] Fax : +61 2 8583 3040
1.7 Poll
Shareholders are advised that the Resolution to be considered at the Meeting will be put to a poll, in accordance with the provisions of the Company’s Constitution.
1.8 Written questions
Shareholders are encouraged to submit written questions in advance of the Meeting.
Questions should relate to matters that are relevant to the business of the Meeting or the Company’s operations.
The Chair will seek to address as many of the more frequently raised and relevant written questions as possible during the course of the Meeting. Please note that individual responses will not be sent to Shareholders.
Written questions must be submitted by 5.00pm (WST) on Monday, 3 November 2025 .
Questions can be submitted by:
- Email : [email protected]; or
Post : Lunnon Metals Limited, PO Box 470, West Perth WA 6872
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BUSINESS OF THE MEETING
AGENDA
Item 1 Resolution 1:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
Approval of Ore resolution: Purchase Agreement “That, for the purposes of Listing Rule 10.1 and for all other purposes, approval is given for the Company to sell Ore mined from the Lady Herial Deposit to St Ives Gold Mining Co. Pty Ltd ( SIGMC ), a subsidiary of Gold Fields Limited, on the terms contained in the Ore Purchase Agreement, and to do anything which is necessary, incidental or desirable to do in connection with the Ore Purchase Agreement, including any variations, extensions or waivers contemplated by the Ore Purchase Agreement, on the terms and conditions set out in the Explanatory Statement.”
| Shareholder | Page |
|---|---|
| Approval | |
| Ordinary | 7 |
| Resolution |
Independent Expert’s Report: Shareholders should carefully consider the report prepared by BDO Corporate Finance Australia Pty Ltd ( Independent Expert ) for the purposes of the Shareholder approval required under Listing Rule 10.1. The Independent Expert’s Report considers the fairness and reasonableness of the Proposed Transaction the subject of Resolution 1 to the Shareholders in the Company who are not associated with SIGMC.
The Independent Expert has determined that the Proposed Transaction is fair and reasonable to Shareholders who are not associated with SIGMC. The Independent Expert’s Report is attached to this Notice of Meeting as Schedule 1.
Note : A voting exclusion applies to the Resolution, as set out below.
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Votin Exclusion Statement g
Resolution 1: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of SIGMC and any other person who will obtain a material benefit as a result of the Proposed Transaction (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 1 by:
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(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way;
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(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 1; and
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(ii) the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.
OTHER BUSINESS
To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.
BY ORDER OF THE BOARD
Nicole Jeanneret Company Secretary 1 October 2025
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution the subject of the business of the Meeting.
You should read this document (and Schedule 1) carefully
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting. You should read this document (and Schedule 1) in its entirety before deciding how to vote on the Resolution. If you are in any doubt as to what you should do, you should consult your financial, legal or other professional adviser.
Independent Expert’s Report
Shareholders should also carefully consider the Independent Expert’s Report (a copy of which is attached to this Explanatory Statement at Schedule 1) when considering whether to vote in favour of (or to vote against or to abstain from voting in relation to) Resolution 1. The Independent Expert’s Report comments on the fairness and reasonableness of the Proposed Transaction the subject of Resolution 1 to the Shareholders in the Company who are not associated with SIGMC.
The Independent Expert has concluded that the Proposed Transaction the subject of Resolution 1 is fair and reasonable to the Shareholders of the Company who are not associated with SIGMC.
The Independent Expert’s Report is attached to this Explanatory Statement at Schedule 1 and is also accessible on the Company’s website at https://lunnonmetals.com.au/. If requested by a Shareholder, the Company will send to them a hard copy of the Independent Expert’s Report at no cost.
Forward looking statements
Certain statements in this Explanatory Statement relate to the future. These statements reflect views only as of the date of this Explanatory Statement. While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Statement will actually occur.
Disclaimer
No person is authorised to give any information or make any representation in connection with the Resolution which is not contained in this Explanatory Statement. Any information which is not contained in this Explanatory Statement may not be relied on as having been authorised by the Company or the Board in connection with the Resolution or the Proposed Transaction.
ASX
A copy of the Notice of Meeting and Explanatory Statement has been lodged with ASX pursuant to the ASX Listing Rules. Neither ASX nor any of its officers take any responsibility for the contents of the Notice of Meeting and Explanatory Statement.
Definitions
Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Statement.
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Resolution 1 – Approval of Ore Purchase Agreement
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1.1 Background to the Proposed Transaction
As announced by the Company to the ASX on 19 September 2025, the Company has entered into an ore purchase agreement ( Ore Purchase Agreement or OPA ) in relation to the Company’s Lady Herial Deposit with St Ives Gold Mining Co. Pty Ltd (ACN 098 386 273) ( SIGMC ), a wholly owned subsidiary of major global gold producer Gold Fields Limited ( Gold Fields ). The entry into the OPA followed a period of exclusive negotiation (as extended) between the Company and SIGMC that commenced on 17 June 2025 (refer to the Company’s ASX announcements of 12 September 2025 and 17 June 2025). Prior to this the Company and SIGMC had agreed to vary SIGMC’s existing right of pre-emption that applies to future gold bearing material from the Lady Herial Deposit (refer to the Company’s ASX announcement of 21 March 2025). Under the OPA, the Company will sell, and SIGMC will purchase, Ore mined from the Lady Herial Deposit on the terms contained in the OPA, including any variations, extensions or waivers contemplated by the OPA (the Proposed Transaction ). The material terms of the OPA are summarised in Section 1.2 below. SIGMC is currently the registered holder of 67,327,550 Shares representing 30.52% of the Company’s issued Shares.[1] Accordingly, Shareholder approval of the Proposed Transaction is required for the purposes of Listing Rule 10.1.
The Independent Expert’s Report accompanying this Notice (at Schedule 1) sets out a detailed independent examination of the Proposed Transaction to enable non-associated Shareholders to assess the merits and decide whether to approve Resolution 1. The Independent Expert has concluded that the Proposed Transaction is fair and reasonable to the non-associated Shareholders.
Resolution 1 is an ordinary resolution, and the Chair intends to exercise all available undirected proxies in favour of Resolution 1. The Directors’ recommendation as to how Shareholders should vote on Resolution 1 is set out in Section 1.6 below.
1.2 Summary of the material terms of the Ore Purchase Agreement
A summary of the material terms of the OPA is set out in the table below.
As at the date of this Notice, the OPA remains conditional on satisfaction (or waiver) of the Conditions (defined in item 2 in the table below), which include the requirement for Shareholder approval for the purposes of Listing Rule 10.1 and for all other required purposes (pursuant to Resolution 1) (refer to item 2 in the table below). Shareholders should note that there is a risk that one or more of these Conditions may not be met or waived and if this occurs the OPA may be terminated in which case the Proposed Transaction will not proceed.
| Item | Key Term | Summary |
|---|---|---|
| 1 | Overview | A conditional ore purchase agreement (being the OPA) between Lunnon and SIGMC pursuant to which Lunnon will sell, and SIGMC will purchase, Ore (see item 5 below) mined from the area within the Tenements comprising the Lady Herial gold deposit (Lady Herial Deposit), as set out in the OPA. |
1 SIGMC currently holds 67,327,550 Shares and voting power of 30.52% based on Lunnon’s Annual Report for the financial year ended 30 June 2025. SIGMC last disclosed a holding of 66,216,438 Shares and voting power of 30.75% in a Form 604 (Notice of change of interests of substantial holder) dated 29 August 2023 but was subsequently issued 1,111,112 Shares on 13 November 2023 which resulted in a change to SIGMC’s voting power of less than 1%.
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| Item | Key Term | Summary |
|---|---|---|
| 2 | Conditions Precedent |
The OPA (other than certain preliminary clauses) is conditional upon and will have no force or effect unless and until the following conditions (theConditions) are satisfied: 1. Shareholders approve the transaction for the purposes of Listing Rule 10.1 and all other required purposes. 2. The Independent Expert concludes the transaction is “fair and reasonable” (or “not fair but reasonable”) to Shareholders other than SIGMC and its Associates and does not adversely change or withdraw that opinion before the Meeting. 3. Lunnon receives regulatory approval for the mining proposal, mine closure plan and native vegetation clearing permit in respect of the proposed mining operations, on terms and conditions satisfactory to Lunnon. 4. The parties agree a mine design, mine plan schedule and final grade control model in accordance with the parameters set out in the OPA. If the parties are unable to agree on the mine design, mine plan schedule or final grade control model either party may refer the matter in dispute to a technical expert for resolution. The Conditions may only be waived by written agreement of both parties, and each party must use reasonable endeavours to satisfy the Conditions within four months of execution of the OPA (or such later date agreed by the parties) (Conditions Precedent Date). If the Conditions are not satisfied or waived within the required time either party may terminate the OPA after first meeting to discuss an extension in good faith. |
| 3 | Term of Agreement |
The OPA commences on the date all Conditions are satisfied (Effective Date) and the term (Term) commences on the date mining of Ore starts (Commencement Date). If mining has not commenced within four months of the Effective Date (or such later date as agreed), either party may elect to terminate the OPA after first meeting to discuss an extension in good faith. The Term ends on the earlier of termination in accordance with the OPA (see item 12 below) or when all Ore the subject of the OPA has been collected and fully paid for by SIGMC in accordance with the OPA (see items 4 to 9 below). |
| 4 | Ore Tonnages | Total Ore tonnage, grade and contained gold will be estimated in accordance with the agreed mine design, which is based on detailed grade control drilling and modelling. Monthly tonnage forecasts will be set out in the mine plan schedule, which is indicative and may be updated as mining progresses. The parties will meet regularly to discuss the mine plan schedule and operational matters. Ore is delivered in parcels (each aParcel) to the Collection Point and each Parcel is certified after reconciliation of in-pit survey volumes against the final grade control model, as set out in the OPA (Certified Ore Parcel). If the parties cannot agree on the tonnage and grade either party may refer the matter to a technical expert for resolution. |
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| Item | Key Term | Summary |
|---|---|---|
| 5 | Ore Specifications |
For the purposes of the OPA, ore is gold-bearing material derived from the mining operation at the Lady Herial Deposit with a gold grade of at least 0.5 grams per dry tonne (Ore). The types of Ore include high-grade Ore (that with a gold grade equal to or exceeding 1.2 grams per dry tonne) and low-grade Ore (that with a gold grade less than 1.2 grams per dry tonne). All Ore must be 100% owned by Lunnon and free of any security interests other than permitted encumbrances. Lunnon must use reasonable endeavours to minimise the presence of tramp and extraneous materials (such as steel, wood, or plastic) in the Ore. |
| 6 | Pricing / Revenue |
SIGMC will pay Lunnon monthly for each calendar month commencing from the commencement of mining of Ore in accordance with the following calculation (Monthly Payment): Monthly Payment due to Lunnon = Lunnon Costs + Amount A Where: • Amount Ais [(Aggregate Gold Payment – SIGMC Costs – Lunnon Costs – State Royalty) × Lunnon Percentage Share]. • Aggregate Gold Paymentis calculated as the total fine troy ounces of gold contained in each Certified Ore Parcel (based on agreed tonnage, grade, and a 91% agreed recovery factor) multiplied by the average LBMA A$ gold price (PM Fix) for the relevant month. • Lunnon Percentage Shareis 70%, subject to any variation that Lunnon may agree to (in its absolute discretion) in the event of a Major Gold Price Fall, but which cannot be reduced below 50%. • Lunnon Costsis all pre-mining start-up expenditure (allocated per ounce of contained gold), monthly operating expenses related to the mining operation, and the royalty payment payable to the native title party. • SIGMC Costsis processing costs (A$35/dry tonne), sustaining capital charge (A$3.54/dry tonne), and haulage charge (A$6.40/dry tonne). The above provisions (including the Lunnon Percentage Share, Lunnon Costs and SIGMC Costs) may be varied in the event of a Major Gold Price Fall (see item 10 below) or where a party reasonably considers that an adjustment is required (due to errors in calculation with any disputes referred to a technical expert for determination). The relevant royalty payable to the State of Western Australia on minerals (as defined in the_Mining Act 1978_(WA)) produced from the Tenements as calculated in accordance with the_Mining Regulations 1981_(WA) (State Royalty) is deducted before the Lunnon Percentage Share is calculated. |
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| Item | Key Term | Summary |
|---|---|---|
| 7 | Collection, Delivery and Handling |
• The collection point is the ROM pad located at or near the Lady Herial Deposit (Collection Point). • The delivery point is the ROM pad at the gold processing plant owned and operated by Gold Fields and located approximately 20km south south-west of the town of Kambalda (Lefroy Gold Plant). • SIGMC is solely responsible for, and bears all costs of, loading, transport, and unloading of Ore. SIGMC must commence collection promptly after receiving a collection notice and complete collection within 10 days. SIGMC is free to commingle and process Certified Ore Parcels that it has collected as and when it sees fit. • Lunnon is responsible for stockpiling Ore by Ore type at the Collection Point, issuing collection notices for Certified Ore Parcels, and ensuring the Collection Point is suitable for access and loading by SIGMC or its haulage contractor. |
| 8 | Title, Risk and Custody |
• Risk and custody of Ore is transferred to SIGMC when the Ore is loaded onto trucks at the Collection Point by SIGMC or its haulage contractor. • Title to the Ore (and any gold derived from it) remains with Lunnon until the relevant Monthly Payment is received in full, at which point title passes to SIGMC. • SIGMC has full title to tailings resulting from processing the Ore at the LefroyGold Plant. |
| 9 | Payment | • Lunnon will issue a tax invoice for the Monthly Payment within 10 business days after the end of each month, attaching all supporting calculations, Ore Parcel certificates, and relevant documentation. • SIGMC must pay the invoiced Monthly Payment in cleared A$ funds within 10 business days of receiving the tax invoice. • Any disputes or adjustments regarding the Monthly Payment are dealt with under an “open book” review and, if necessary, technical expert determination process. • Undisputed amounts must be paid when due, regardless of any ongoing dispute. |
| 10 | Major Gold Price Fall |
• If during the Term, the LBMA A$ gold price (PM fix) falls below A$3,000/oz for 10 consecutive business days (Major Gold Price Fall), either party may issue a notice (MGPF Notice) immediately, and in any event, within two business days of the Major Gold Price Fall, to claim the benefit of the Major Gold Price Fall provisions set out below. • If a MGPF Notice is given, the parties must then meet as soon as practicable, and in any event within five business days of a MGPF Notice, to: (1) discuss and agree, in good faith, the likely financial implications of the Major Gold Price Fall on the parties if they were to continue performing the OPA on its current terms or if it should be terminated; and (2) discuss in good faith any opportunities to vary the terms of the OPA (including the Lunnon Percentage Share, Lunnon Costs and SIGMC Costs – see item 6 above) to enable continued performance of the OPA on its varied terms (in each case if the gold price continued to fall or if the gold price remained at its then current price for the remainder of the OPA). • If no acceptable variation is agreed within five business days after the meeting,eitherpartymayterminate the OPA bynotice. |
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| Item | Key Term | Summary |
|---|---|---|
| 11 | Access to Tenements |
• SIGMC representatives may inspect and observe mining operations at the Tenements during normal operational hours, provided they give at least two business days’ notice, and do so at their own risk and cost. • All SIGMC personnel (including contractors and agents) must complete site inductions and comply with Lunnon’s site safety and environmental rules. SIGMC must ensure that all plant and equipment used on the Tenements complies with all applicable laws and safetystandards. |
| 12 | Termination | The OPA may be terminated in the following circumstances: • by mutual written agreement of the parties; • if any Condition is not satisfied or waived by within the required time (see item 2 above); • if mining has not commenced within the required time (see item 3 above); • following a Major Gold Price Fall, if no acceptable variation is agreed (see item 10 above); • after a force majeure event that prevents performance for at least three consecutive months; or • for material breach of the OPA that is not remedied within the specified period (five days for payment default by SIGMC; 20 days for other material breaches). In the event of termination of the OPA: • Certified Ore Parcels already collected remain payable; • high grade Parcels already certified but not yet collected must still be collected and paid for by SIGMC; and • any outstanding obligations that by their nature survive termination (such as payment obligations, indemnities, and confidentiality) will continue in effect. |
| 13 | Miscellaneous | In addition to the provisions described above, the OPA contains other terms and conditions considered customary for an agreement of this nature, including assignment restrictions, warranties, liability and indemnity provisions and force majeure, insurance, dispute resolution and confidentiality provisions. |
Further details of the Proposed Transaction are contained in the Company’s ASX announcement dated 19 September 2025 and the Independent Expert’s Report accompanying this Notice as Schedule 1.
Things which are necessary, incidental or desirable for Lunnon to do in connection with the OPA include any variations, extensions or waivers contemplated by the OPA (for example, extensions to time frames (see items 2 and 3 above), pricing or cost adjustments (see item 6 above) and any Major Gold Price Fall variations (see item 10 above)) and any other matters to be agreed by the parties or determined by an expert as contemplated by the OPA.
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1.3 Independent Expert’s Report
Listing Rule 10.5.10 requires a notice of meeting containing a resolution under Listing Rule 10.1 to include a report on the transaction from an independent expert.
The Independent Expert’s Report accompanying this Notice as Schedule 1 sets out a detailed independent examination of the Proposed Transaction to enable non-associated Shareholders to assess the merits and decide whether to approve Resolution 1. Shareholders are urged to carefully read the Independent Expert’s Report to understand its scope, methodology of the valuation and the sources of information and assumptions made.
The Independent Expert has concluded that the Proposed Transaction is fair and reasonable to the nonassociated Shareholders.
1.4 Listing Rule 10.1
Resolution 1 seeks Shareholder approval for the purposes of Listing Rule 10.1 and for all other purposes for the Proposed Transaction. Listing Rule 10.1 provides that a company must not acquire or agree to acquire a substantial asset from, or dispose of or agree to dispose of a substantial asset to:
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a related party (Listing Rule 10.1.1);
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a child entity (Listing Rule 10.1.2);
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a person who is, or who was at any time in the 6 months before the transaction, a substantial (10%+) holder in the company (Listing Rule 10.1.3);
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an associate of a person referred to Listing Rules 10.1.1 to 10.1.3 (Listing Rule 10.1.4); or
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a person whose relationship with the company or a person referred to in Listing Rules 10.1.1 to 10.1.4 is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders (Listing Rule 10.1.5),
unless it obtains the approval of its shareholders.
SIGMC is an entity to which Listing Rule 10.1 applies as it is (and was at the time of execution of the OPA) a substantial (10%+) holder in the Company. As at the date of the Notice, SIGMC has a relevant interest in 30.52% of the total votes attaching to the Shares (refer to Section 1.1 above for further details).
Under the Listing Rules, the term “dispose” includes disposing or agreeing to dispose directly or through another person by any means. The proposed sale of Ore by the Company to SIGMC under the OPA involves a disposal of the Company’s assets for the purposes of Listing Rule 10.1.
Under Listing Rule 10.2, an asset is substantial if its value or the value of the consideration being paid or received by the Company for it, or in ASX’s opinion is, 5% or more of the equity interests of the Company, as set out in the latest accounts given to ASX under the Listing Rules. As set out in ASX Guidance Note 24, to determine the value of future mineral production being sold under an offtake agreement, ASX will typically look at the total purchase price payable under the agreement over its term (including any option to renew) when determining whether or not it meets the substantial asset definition. Based on the Company’s financial statements for the year ended 30 June 2025 (being the latest accounts given to ASX under the Listing Rules), the Company’s equity interests (equivalent to its net assets) were $34,109,015. As a result, an asset of the Company is “substantial” if it is valued at $1,705,451 or more. Pursuant to section 10.1 of the Independent Expert’s Report (contained in Schedule 1 of the Notice), the estimated value of the discounted future cash flows to be received by the Company from SIGMC for the sale of Ore under the OPA over its term is more than 5% of the Company’s equity interests.
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Accordingly, the Proposed Transaction falls within Listing Rule 10.1.3 and requires the approval of the Company’s Shareholders under Listing Rule 10.1. Resolution 1 seeks the required Shareholder approval for the Proposed Transaction under and for the purposes of Listing Rule 10.1.
If Resolution 1 is passed, the Company will be able to proceed with the Proposed Transaction as set out in Sections 1.1 and 1.2 above.
If Resolution 1 is not passed, the Company will not be able to proceed with the Proposed Transaction, unless Shareholder approval or a waiver from Listing Rule 10.1 is obtained at a future date, failing which the Company will not receive the funds derived from the sale of the Ore to SIGMC unless it is able to renegotiate the Proposed Transaction with SIGMC or secure alternative offtake partners for the Ore. There is no guarantee the Company will be able to renegotiate the Proposed Transaction with SIGMC or that alternative offtake partners will be forthcoming and, if so, on what terms. Shareholders should note that if further offtake partners can be found, the terms agreed with those partners may be less favourable to the Company than the terms under the OPA.
1.5 Information required under Listing Rule 10.5
The following further information is provided to Shareholders for the purposes of Listing Rule 10.5.
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(a) Under the Proposed Transaction, the Company will sell, and SIGMC (a wholly owned subsidiary of Gold Fields) will purchase, Ore mined from the Lady Herial Deposit on the terms contained in the OPA.
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(b) SIGMC falls within the category of persons referred to in Listing Rule 10.1.3 as it currently holds 30.52% of the Company’s issued Shares (refer to Section 1.1 above for further details).
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(c) The asset being disposed of by the Company is the Ore to be mined from and contained within the Lady Herial Deposit that meets the specifications set out in the OPA.
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(d) The consideration payable by SIGMC and receivable by the Company for the sale of the Ore is the Monthly Payments over the term of the OPA, details of which are set out in Section 1.2 above. Section 10.1 of the Independent Expert’s Report (contained in Schedule 1 of the Notice) sets out the estimated value of the discounted future cash flows to be received by the Company from SIGMC.
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(e) The Company intends to use the funds derived from the Monthly Payments received from SIGMC pursuant to Ore sales under the OPA for exploration purposes at the Company’s Foster-Baker Project and for general working capital. Shareholders should note that this intended use of funds is a statement of the Board’s current intentions as at the date of the Notice. As with any budget and forecast (and noting that the OPA is proposed to operate over several years), the use of the funds may change depending on several factors, including the outcome of operational, development and exploration activities, regulatory developments, market and general economic conditions, and environmental factors. Considering this, the Board reserves the right to alter the way that amounts received under the OPA are applied.
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(f) The indicative timetable for completing the Proposed Transaction is set out below:
Event Date* Announcement of execution of the OPA 19 September 2025 Notice of Meeting dispatched to Shareholders 7 October 2025 Meeting to approve Proposed Transaction 6 November 2025 Satisfaction of Conditions under the OPA By 18 January 2026 (or such later date agreed by the parties) Commencement of term of the OPA The date on which mining of Ore commences
*The timetable is indicative only and may be subject to change. The Company reserves the right to amend any or all of these events and dates in its absolute discretion. As at the date of this Notice, the exact timing for satisfaction (or waiver) of the Conditions to the Proposed Transaction is unknown and this date may be extended by agreement between the parties (as contemplated by the terms of the OPA – refer to Section 1.2 above). The Company will keep the market updated on the status of the Conditions.
(g) The material terms of the OPA are set out above in Section 1.2 of the Explanatory Statement.
1.6 Voting exclusion
A voting exclusion statement applies to Resolution 1 as set out in the Notice.
Directors’ Recommendation
The Directors (other than Mr Ashley McDonald) recommend that Shareholders vote in favour of Resolution 1. The Directors (other than Mr Ashley McDonald) are not aware of any other information that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 1. Mr Ashley McDonald, who is the Gold Fields nominee director on the Board and accordingly may have a potential conflict of interest in the outcome of the Proposed Transaction, declines to make a recommendation on Resolution 1.
The Chair intends to vote undirected proxies in favour of Resolution 1.
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GLOSSARY
$ or A$ means Australian dollars.
ASIC means the Australian Securities and Investments Commission.
Associate has the meaning given to that term in the ASX Listing Rules.
ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Certified Ore Parcel has the meaning given in item 6 in Section 1.2 of the Explanatory Statement.
Chair means the chair of the Meeting.
Collection Point has the meaning given in item 7 in Section 1.2 of the Explanatory Statement.
Commencement Date has the meaning given in item 3 Section 1.2 of the Explanatory Statement.
Company or Lunnon means Lunnon Metals Limited ACN 600 008 848.
Conditions has the meaning given in item2 in Section 1.2 of the Explanatory Statement.
Conditions Precedent Date has the meaning given in item 2 in Section 1.2 of the Explanatory Statement.
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
DMPE means the WA Department of Mines, Petroleum, and Exploration.
Effective Date has the meaning given in item 3 in Section 1.2 of the Explanatory Statement.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by this Notice.
Gold Fields means Gold Fields Limited.
Independent Expert means BDO Corporate Finance Australia Pty Ltd.
Independent Expert’s Report means the report prepared by the Independent Expert as attached as Schedule 1.
Lady Herial Deposit has the meaning given in item 1 in Section 1.2 of the Explanatory Statement.
LBMA means the London Bullion Market Association.
Lefroy Gold Plant has the meaning given in item 7 in Section 1.2 of the Explanatory Statement.
Major Gold Price Fall has the meaning given in item 10 in Section 1.2 of the Explanatory Statement.
MGPF Notice has the meaning given in item 10 in Section 1.2 of the Explanatory Statement.
Monthly Payment has the meaning given in item 6 in Section 1.2 of the Explanatory Statement.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Ore has the meaning given in item 5 Section 1.2 of the Explanatory Statement.
Ore Purchase Agreement or OPA has the meaning given in Section 1.1 of the Explanatory Statement.
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Parcel has the meaning given in Section 1.1 of the Explanatory Statement.
Proposed Transaction has the meaning given in Section 1.1 of the Explanatory Statement.
Proxy Form means the proxy form accompanying the Notice.
Resolution means the resolution set out in the Notice.
ROM means run-of-mine.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
SIGMC means St Ives Gold Mining Co. Pty Ltd ACN 098 386 273.
State Royalty has the meaning given in item 6 in Section 1.2 of the Explanatory Statement.
Tenements means mining leases M15/1549, M15/1550, M15/1553 and M15/1576 and any mining tenements or tenements issued in substitution or replacement of any of those mining leases.
Term has the meaning given in item 3 in Section 1.2 of the Explanatory Statement.
WST means Western Standard Time as observed in Perth, Western Australia.
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Schedule 1 – Independent Expert’s Report
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Page 17 of 17
Lunnon Metals Limited Independent Expert's Report
Opinion: Fair and reasonable
25 September 2025
Tel: +61 8 6382 4600 Level 9 Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia
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FINANCIAL SERVICES GUIDE
Dated: 25 September 2025
This Financial Services Guide ( FSG ) helps you decide whether to use any of the financial services offered by BDO Corporate Finance Australia Pty Ltd ( BDO Corporate Finance, we, us, our).
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Table of contents
| 1. | Introduction | 1 |
|---|---|---|
| 2. | Summary and opinion | 1 |
| 3. | Scope of the Report | 4 |
| 4. | Outline of the Proposed Transaction | 6 |
| 5. | Profile of Lunnon | 8 |
| 6. | Profile of Gold Fields | 15 |
| 7. | Economic analysis | 16 |
| 8. | Industry analysis | 17 |
| 9. | Approach adopted for the fairness assessment | 24 |
| 10. | Fairness assessment | 25 |
| 11. | Is the Proposed Transaction Fair? | 31 |
| 12. | Is the Proposed Transaction reasonable? | 32 |
| 13. | Conclusion | 38 |
| 14. | Sources of information | 39 |
| 15. | Independence | 39 |
| 16. | Qualifications | 39 |
| 17. | Disclaimers and consents | 40 |
Appendix 1 – Glossary and copyright notice
Appendix 2 – Valuation methodologies
Appendix 3 – Discount rate assessment
© 2025 BDO Corporate Finance Australia Pty Ltd
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Tel: +61 8 6382 4600 Level 9 Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia
25 September 2025
The Independent Directors Lunnon Metals Limited Level 3/33 Richardson Street West Perth WA 6005
Dear Independent Directors
INDEPENDENT EXPERT’S REPORT
1. Introduction
On 21 March 2025, Lunnon Metals Limited (‘ Lunnon ’ or ‘ the Company ’) announced that it had entered into negotiations with St Ives Gold Mining Company Pty Ltd (‘ SIGMC ’), a wholly owned subsidiary of Gold Fields Limited (‘ Gold Fields ’) for the sale and purchase of gold ore (‘ Lady Herial Ore ’) to be mined at Lunnon’s Kambalda Gold and Nickel Project (‘ KGN Project ’) from the Lady Herial deposit (‘ Lady Herial ’).
On 17 June 2025, Lunnon announced it had commenced a 90-day exclusivity period with SIGMC to negotiate the terms of a sale and purchase agreement, with both parties agreeing to a 5-day extension on 12 September 2025 (‘ Exclusivity Period ’).
The Ore Purchase Agreement (‘ OPA ’) between Lunnon and SIGMC was entered on 18 September 2025. Under the OPA, Lady Herial Ore will be sold to SIGMC for processing at its Lefroy gold plant (‘ Lefroy Plant ’). Under the OPA, the Company will sell, and SIGMC will purchase, the Lady Herial Ore on the terms contained in the OPA, including any variations, extensions or waivers contemplated by the OPA (‘ Proposed Transaction ’).
As at the date of our report, SIGMC holds a 30.52% interest in Lunnon and is the largest shareholder in the Company. Accordingly, the Proposed Transaction is considered a related party transaction under the Australian Securities Exchange (‘ ASX ’) Listing Rules and is subject to shareholder approval prior to commencing under ASX Listing Rule 10.1. This requirement is triggered as the implied value of the Proposed Transaction is greater than 5% Lunnon’s equity interests as at 30 June 2025.
All figures in our Report are quoted in Australian dollars ( ‘AUD’ or ‘$’ ) unless otherwise stated.
2. Summary and opinion
2.1 Requirement for the report
The independent directors of Lunnon have requested that BDO Corporate Finance Australia Pty Ltd (‘ BDO ’) prepare an independent expert’s report (‘ our Report ’) to express an opinion as to whether the Proposed Transaction is fair and reasonable to the shareholders of Lunnon who are not associated with SIGMC (‘ Shareholders ’).
BDO Corporate Finance Australia Pty Ltd ABN 70 050 038 170 AFS Licence No 247420 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance Australia Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Our Report is prepared pursuant to ASX Listing Rule 10.1 and 10.5, and is to be included in Lunnon’s Notice of Meeting to assist Shareholders in their decision whether to approve the Proposed Transaction.
2.2 Approach
Our Report has been prepared having regard to Australian Securities and Investments Commission (‘ ASIC ’) Regulatory Guide 76 ‘Related party transactions’ ( ‘RG 76’ ), Regulatory Guide 111 ‘Content of expert reports’ (‘ RG 111 ’), and Regulatory Guide 112 ‘Independence of experts’ (‘ RG 112 ’).
In arriving at our opinion, we have assessed the terms of the Proposed Transaction as outlined in the body of this Report. We have considered the following:
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How the value of cash flows to Lunnon under the OPA (‘ Option 1’) compare to the value of cash flows to Lunnon if it is to process the Lady Herial Ore in-house (‘ Option 2 ’).
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Other factors which we consider to be relevant to Shareholders in their assessment of the Proposed Transaction.
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The position of Shareholders should the Proposed Transaction not proceed.
2.3 Opinion
We have considered the terms of the Proposed Transaction as outlined in the body of this Report and have concluded that, in the absence of an alternative offer, the Proposed Transaction is fair and reasonable to Shareholders.
2.4 Fairness
The value of cash flows to Lunnon under Option 1 (the OPA) and the value of the cash flows to Lunnon under Option 2 (processing the Lady Herial ore in-house) are compared below.
| Ref | Low | Preferred | High | ||
|---|---|---|---|---|---|
| $m | $m | $m | |||
| Value of cash flows to Lunnon under Option | 1 | 10.1.1 | 32.0 | 34.0 | 36.0 |
| Value of cash flows to Lunnon under Option | 2 | 10.2.3 | Nil | Nil | Nil |
Source: BDO analysis
The above values indicate that, in the absence of any other relevant information, and a superior proposal, the Proposed Transaction is fair for Shareholders.
We note that the above fairness assessment has been based on Lunnon’s percentage share of 70% as per the terms of the OPA. We have considered the potential variation of Lunnon’s percentage share to 50%, as permitted under the OPA where there is a material decrease in the gold price. In the scenario where Lunnon’s percentage share reduces from 70% to 50%, our opinion remains unchanged. Further details can be found in Section 4 and Section 10 of this Report.
2.5 Reasonableness
We have considered the analysis in Section 12 of this Report, in terms of the following:
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Alternative toll processing options available to Lunnon
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Consequences of not approving the Proposed Transaction
2
• Advantages and disadvantages of the Proposed Transaction.
In our opinion, the position of Shareholders if the Proposed Transaction is approved is more advantageous than the position if the Proposed Transaction is not approved. Accordingly, in the absence of any other relevant information and/or an alternate proposal we consider that the Proposed Transaction is reasonable for Shareholders.
Key matters we have considered include:
| Section | Description |
|---|---|
| 12.1 | Assessment of alternative toll processing options |
| 12.2 | Consequences of not approving the Proposed Transaction |
| 12.3 | Other considerations |
The respective advantages and disadvantages considered are summarised below:
| ADVANTAGES AND DISADVANTAGES | ||
|---|---|---|
| Section Advantages |
Section | Disadvantages |
| 12.4.1 The Proposed Transaction is fair |
12.5.1 | Lunnon must sell the Lady Herial Ore to SIGMC for a profit share of 70% and will lose the benefit of any future increase in its value |
| 12.4.2 The Proposed Transaction advances Lunnon’s KGN Project towards production |
12.5.2 | Committing to selling the Lady Herial Ore to SIGMC removes the ability of the Company to attract new customers |
| 12.4.3 The Proposed Transaction provides future cash flows for Lunnon’s Shareholders and to fund the Company’s operations |
12.5.3 | The OPA will terminate |
| 12.4.4 The Proposed Transaction strengthens the relationship between Lunnon and Gold Fields |
||
| 12.4.5 The 30% profit-share to be received by SIGMC under the OPA is representative of the costs to process the Lady Herial Ore |
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3. Scope of the Report
3.1 Purpose of the Report
ASX Listing Rule 10.1 requires that a listed entity must obtain shareholders’ approval before it acquires or disposes of, or agrees to acquire or dispose of, a substantial asset when the consideration to be paid for the asset or the value of the asset being disposed constitutes more than 5% of the equity interests of that entity as set out in the latest accounts given to the ASX under its Listing Rules. Listing Rule 10.1 applies where the vendor or acquirer of the relevant assets is a related party or person of influence of the listed entity as defined under the ASX Listing Rules.
As at the date of our report, SIGMC holds a 30.52% interest in Lunnon and is the largest shareholder of the Company. Accordingly, the Proposed Transaction is between related parties and will require shareholder approval prior to commencing under ASX Listing Rule 10.1. This requirement is triggered as the implied value of the Proposed Transaction is greater than 5% Lunnon’s equity interests as at 30 June 2025.
Listing Rule 10.5.10 requires the Notice of Meeting for shareholders’ approval to be accompanied by a report by an independent expert expressing their opinion as to whether the transaction is fair and reasonable to the shareholders whose votes are not to be disregarded.
3.2 Regulatory guidance
Neither the Listing Rules nor the Corporations Act define the meaning of ‘fair and reasonable’. In determining whether the Proposed Transaction is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111 which provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.
This regulatory guide suggests that, where an expert assesses whether a related party transaction is ‘fair and reasonable’ for the purposes of ASX Listing Rule 10.1 this should not be applied as a composite test— that is, there should be a separate assessment of whether the transaction is ‘fair’ and ‘reasonable’, as in a control transaction. An expert should not assess whether the transaction is ‘fair and reasonable’ based simply on a consideration of the advantages and disadvantages of the proposal.
The Proposed Transaction concerns SIGMC purchasing the Lady Herial Ore from Lunnon, as such there is no acquisition or disposal of securities taking place. Hence, we do not consider the Proposed Transaction to be a control transaction as defined by RG 111.
3.3 Adopted basis of evaluation
RG 111 suggests that the main purpose of an independent expert’s report is to adequately deal with the concerns that could reasonably be anticipated of those persons affected by the transaction.
Having regard to RG 111, we have completed our Report as follows:
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How the value of cash flows to Lunnon under Option 1 (the OPA) compares to the value of cash flows to Lunnon under Option 2 (Lunnon processing the Lady Herial Ore in-house) (fairness - see Section 11 ‘Is the Proposed Transaction fair?’).
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An investigation into alternative toll processing options available, the consequences of not approving the Proposed Transaction, and the advantages and disadvantages of the Proposed Transaction (reasonableness – see Section 12 ‘Is the Proposed Transaction reasonable?’).
This assignment is a Valuation Engagement as defined by Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’ (‘ APES 225 ’).
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A Valuation Engagement is defined by APES 225 as follows:
‘an Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Member is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment available to the Member at that time.’
This Valuation Engagement has been undertaken in accordance with the requirements set out in APES 225.
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4. Outline of the Proposed Transaction
On 21 March 2025, Lunnon announced it had entered negotiations with SIGMC, regarding a proposal for Lady Herial Ore to be mined by Lunnon and sold to SIGMC for processing at its Lefroy Plant. The announcement specified that Gold Fields (the parent Company of SIGMC) and Lunnon entered a 90-day Exclusivity Period to negotiate commercial terms for the treatment of the Lady Herial Ore, which would commence upon Lunnon completing and delivering a Mineral Resources Estimate (‘ MRE ’) and metallurgical test work to SIGMC.
On 16 June 2025, Lunnon announced the results of a scoping study for Lady Herial based on the MRE, which confirmed the potential for a short mine life, high-grade open pit gold mine at the deposit. This provided the basis to initiate the Exclusivity Period with Gold Fields, which commenced on 16 June 2025.
Lunnon announced on 12 September 2025 that it had agreed with SIGMC to extend the Exclusivity Period by 5-days to end on 19 September 2025. Following this, on 18 September 2025 Lunnon and SIGMC entered the OPA.
We consider the key terms of the agreement to be:
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SIGMC will purchase the Lady Herial Ore from Lunnon to process at its Lefroy Plant.
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Lunnon is reimbursed for mining costs and SIGMC is reimbursed for processing and haulage costs, with remaining surplus shared 70% to Lunnon and 30% to SIGMC.
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The OPA takes effect on the effective date, once all conditions precedent are satisfied (shareholder approval, regulatory approvals, agreement on mine design and model).
-
The operation term commences once the mining of Lady Herial Ore begins, which must be within four months of the effective date, otherwise either party can terminate.
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The OPA terminates when all Lady Herial Ore is delivered, unless there is early termination.
Under the OPA, SIGMC will make monthly payments to Lunnon based on the following formula:
Monthly payment to Lunnon = Lunnon costs + ((aggregate gold payment – SIGMC costs – Lunnon costs – relevant state royalty) x 70%) (‘ Payment Formula ’)
Where:
-
Aggregate gold payment means the aggregate of the gold payments due for each certified ore parcel collected in the relevant month, where for each parcel:
-
The gold payment means the gold purchased in that parcel multiplied by the average gold price.
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Gold purchased means the (certified weight of that parcel * certified grade of that parcel) / 31.1035 * agreed recovery.
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Certified weight of a parcel means for the weight that parcel as set out in the ore parcel certificate, which is determined by agreement with SIGMC in accordance with the procedures set out in the OPA.
-
Agreed grade of a parcel means for the gold grade of that parcel as set out in the ore parcel certificate, which is determined by agreement with SIGMC in accordance with the procedures set out in the OPA.
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Agreed recovery is 91%.
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Average gold price means average gold price during the relevant month calculated as the gold price on each London Bullion Market Association (PM Fix) trading day in the relevant month divided by the number of trading days.
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-
Lunnon costs are calculated using the following formula (‘ Lunnon Costs ’):
-
Lunnon Costs = start-up expenditure allocation + monthly operating expenses + royalty payment payable to the native title party
-
Start-up expenditure allocation comprises costs for grade control drilling, site access and clearance, regulatory bunding, and mine operating costs incurred prior to commencing mining, allocated per ounce based on the gold identified in the mine design.
-
Monthly operating expenses for the relevant month, comprising all costs relating to the conduct of mining operations since commencement of mining, including mining, blasting, outof-pit haulage, surveying, stockpile management, consulting, accounting, insurance, and head office overheads.
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Native title party royalty payment is calculated as 0.90% of gross revenue from gold sales.
-
SIGMC Costs are calculated using the following formula (‘ SIGMC Costs ’): (processing costs multiplied by aggregate certified weight) + (sustaining capital charge multiplied by aggregate certified weight) + monthly haulage charge
-
Processing cost is $35/dry tonne.
-
Sustaining capital charge is $3.54/dry tonne
-
Aggregate certified weight means for the weight that parcel as set out in the ore parcel certificate, which is determined by agreement with SIGMC in accordance with the procedures set out in the OPA .
-
Monthly haulage charge is $6.40/dry tonne.
-
Relevant state royalty is calculated as 2.5% of gold sales.
-
70% means the Lunnon percentage share, which is subject to any variation that Lunnon may agree to (in its absolute discretion) under clause 9.3(b) of the OPA but which cannot be less than 50%. Accordingly, shareholder approval is being sought for the Proposed Transaction on the basis that it encompasses any such variation within the 50%–70% range for the percentage share to Lunnon.
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5. Profile of Lunnon
5.1 Overview
Lunnon is an ASX listed gold and nickel exploration and development company, focused on its flagship KGN Project located in Kambalda within the Eastern Goldfields of Western Australia (‘ WA ’). The Company was incorporated in 2014 and is currently headquartered in West Perth, WA.
The Company’s current Board of Directors comprise:
-
Mr. Liam Twigger – Chairperson and Independent Director
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Mr. Edmund Ainscough – Managing Director
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Mr. Ashley McDonald – Non-executive Director
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Ms. Deborah Lord – Non-executive Director.
Mr Ashley McDonald is the nominee of Gold Fields on the board of Lunnon.
5.2 KGN Project
The KGN Project is a gold and nickel exploration project which consists of 47 square kilometres (‘ km[2] ’) of tenements in Kambalda, approximately 70 kilometres (‘ km ’) south-east of Kalgoorlie, in the Eastern Goldfields of WA. The KGN Project consists of two main areas, Foster-Baker, and Silver Lake-Fisher.
5.2.1. Foster-Baker Area
The Foster-Baker area is made up of 19 contiguous mining leases within the KGN Project. Lunnon owns 100% of the mineral rights for the area, with SIGMC retaining the right to explore for and mine gold in certain excluded areas as defined through subsisting agreements between Lunnon and SIGMC.
Within and surrounding the Foster-Baker area are several deposits and mines including:
-
The Baker Nickel Deposit
-
The Foster Nickel Mine
-
The Lady Herial Deposit
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The Jan Nickel Mine.
Baker Nickel Deposit
Located approximately 2.5km from the Foster Nickel Mine, the Baker Nickel Deposit (‘ Baker Deposit ’) was discovered by Lunnon following a drilling campaign at the site in January 2022. Prior drilling had been conducted at the site before Lunnon’s ownership, but the nickel (‘ Ni ’) mineralisation identified had not been further developed.
Lunnon provided an initial MRE for the Baker Deposit in June 2022, which was updated in December 2022. On 22 May 2023, the Company announced pre-feasibility study results for the Baker Deposit, revealing a probable ore reserve of 612,000t at 2.86% Ni, totalling 17,500t contained Ni. The most recent MRE for the site in June 2024, showed 3.3% Ni and an increased contained ore of 33,700t Ni (comprising 3,700t Ni in the measured category at 3.4% Ni, 22,900t Ni in the indicated category at 3.7% Ni, and 7,100t Ni in the inferred category at 2.4% Ni).
Lunnon is advancing its evaluation of the Baker Deposit, focusing on refining resource estimates and assessing logistical considerations for further development and production. A mining proposal to the
8
Department of Energy, Mines, Industry Regulation, and Safety was approved in May 2024 which progresses the potential for mining operations at the Baker Deposit.
Foster Nickel Mine
The Foster Nickel Mine (‘ Foster Mine ’) forms part of Lunnon’s nickel operations at the KGN Project and hosts the Company’s site office. The Foster Mine was mined in the 1980s and 1990s, with underground mining producing over 60,000t of nickel before operations closed in 1994.
The Foster Mine collectively has an indicated resource of 40,900t Ni at a grade of 3.2% Ni and an inferred resource of 17,500t Ni at a grade of 2.5% Ni.
In addition to its nickel operations, Lunnon is actively exploring several gold prospects within and surrounding the Foster Nickel Mine. These include the Lady Herial, Hustler, Guiding Star, Koombana, Defiance West, Plentiful and Paringa West prospects, where the Company is currently carrying out drilling campaigns. The most promising of these is the Lady Herial prospect, described in greater detail in the following section.
Lady Herial
Lady Herial represents the Company’s first gold discovery at its KGN Project, initially discovered through drilling in February 2024 and under active development since. The deposit is high-grade, occurring near surface on granted mining leases, located close to existing infrastructure.
Between February and May 2025, Lunnon drilled 207 reverse circulation holes and 13 diamond drill holes, for a total of 9,171 metres (‘ m ’) drilled at Lady Herial. This progressed the deposit toward an initial MRE and supported future grade control for open pit mining.
On 7 May 2025, the Company announced an initial MRE for Lady Herial. Based on a 0.5 grams per tonne (‘ g/t ’) Au cut-off grade, the measured grade was 1.9g/t Au with contained gold of 16,600 ounces (‘ oz ’), indicated grade was 1.3g/t Au with contained gold of 8,900 oz, and inferred grade was 1.3g/t Au with contained gold of 3,500 oz.
On 15 June 2025, Lunnon released a scoping study confirming Lady Herial’s potential as a high-grade, short-life open-pit gold mine, with no material obstacles anticipated for regulatory approval. On 17 June ‑ 2025, Lunnon and SIGMC entered a 90 day Exclusivity Period to negotiate the terms for the sale and processing of the Lady Herial Ore at SIGMC Lefroy Plant, forming the Proposed Transaction. The Lefroy Plant is located 7km along an existing haulage route north of Lady Herial.
On 29 July 2025, the Company announced it had identified another gold-bearing structure northwest of the planned Lady Herial open pit, with drill results including 15m at 2.2 g/t, 12m at 2.2 g/t and 14m at 1.1 g/t. Lunnon stated these new results are unlikely to change the open pit mine design, but they provide potential for future underground mining once the open pit is complete.
Further to this, on 14 August 2025, Lunnon completed metallurgical test work at Lady Herial, confirming gold recoveries under processing conditions that mirror SIGMC Lefroy Plant. Results indicated total gold recoveries up to 95%. Further drilling results announced on 15 September 2025 identified thick, high-grade gold zones, with results including 26m at 6.4 g/t, 14m at 18.1 g/t and 7m at 34.4 g/t. Lunnon considered the project a near-term production opportunity.
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5.2.2. Silver Lake-Fisher Area
The Silver Lake-Fisher area of the KGN Project comprises 20 contiguous mining leases, within which are several deposits and mines including:
-
The Silver Lake Nickel Project
-
The Fisher Nickel Mine
-
Long South Gap
The Silver Lake-Fisher area is owned by SIGMC. However, Lunnon holds the exclusive rights to nickel on 19 of these mining leases and related access to the remaining element. Lunnon therefore has further access to nickel mineralisation or nickel bearing ore where this occurs in the Silver Lake-Fisher area, while SIGMC retains the gold, and other mineralisation rights.
Lunnon holds a MRE for the Silver Lake area with an indicated resource of 5,300t Ni at a grade of 1.6% Ni and an inferred resource of 8,500t Ni at a grade of 1.7% Ni. The Fisher Area has an indicated resource of 1,500t Ni with a grade of 2.7% Ni and an inferred resource of 3,200t Ni at a grade of 1.6% Ni.
5.3 Recent Corporate Events
Proposed Transaction with SIGMC
On 21 March 2025, Lunnon announced it had entered negotiations with SIGMC, regarding the proposal for Lady Herial Ore to be mined by Lunnon and sold to SIGMC for processing at its Lefroy Plant. The announcement specified that Gold Fields and Lunnon agreed to enter a 90-day Exclusivity Period to negotiate commercial terms for the treatment of the Lady Herial Ore, which would commence upon Lunnon completing and delivering a MRE and metallurgical test work to SIGMC.
On 16 June 2025, Lunnon announced the results of a scoping study for Lady Herial, which provided the basis to commence the Exclusivity Period, which was extended by 5-days on 12 September 2025, before the OPA was signed on 18 September 2025.
Changes to Lunnon’s Board of Directors and key management personnel:
-
Ian Junk – resigned as Non-Executive Director on 1 July 2024
-
Nicole Jeanneret – appointed Joint Company Secretary on 23 September 2024
-
Hayden Bartrop – resigned as Chief Financial Officer and Company Secretary on 9 November 2024.
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5.4 Historical Statements of Financial Position
| Historical Statements of Financial Position | Audited as at 30-Jun-25 Audited as at 30-Jun-24 Audited as at 30-Jun-23 |
|---|---|
| $ $ $ | |
| CURRENT ASSETS | |
| Cash and cash equivalents | 15,262,999 21,901,989 19,540,382 |
| Term deposits | 110,954 110,954 161,090 |
| Receivables and other assets | 175,503 423,787 426,849 |
| Prepayments | 154,888 130,724 137,590 |
| TOTAL CURRENT ASSETS | 15,704,344 22,567,454 20,265,911 |
| NON-CURRENT ASSETS | |
| Exploration and evaluation asset | 19,358,585 24,229,061 33,587,059 |
| Property, plant and equipment | 172,483 274,602 371,379 |
| Right-of-use of asset | 31,094 77,735 124,376 |
| TOTAL NON-CURRENT ASSETS | 19,562,162 24,581,398 34,082,814 |
| TOTAL ASSETS | 35,266,506 47,148,852 54,348,725 |
| CURRENT LIABILITIES | |
| Trade and other payables | 672,261 322,560 2,028,572 |
| Provisions | 394,158 356,715 321,823 |
| Lease liability | 34,514 53,731 53,731 |
| TOTAL CURRENT LIABILITIES | 1,100,933 733,006 2,404,126 |
| NON-CURRENT LIABILITIES | |
| Provisions | 56,558 28,774 13,142 |
| Lease liability | - 28,442 71,583 |
| TOTAL NON-CURRENT LIABILITIES | 56,558 57,216 84,725 |
| TOTAL LIABILITIES | 1,157,491 790,222 2,488,851 |
| NET ASSETS | 34,109,015 46,358,630 51,859,874 |
| EQUITY | |
| Contributed equity | 101,130,713 100,072,613 82,528,358 |
| Reserves | 3,194,242 3,267,492 2,206,546 |
| Accumulated losses | (70,215,940) (56,981,475) (32,875,030) |
| TOTAL EQUITY | 34,109,015 46,358,630 51,859,874 |
Source: Lunnon’s audited financial statement as at 30 June 2025, 30 June 2024 and 30 June 2023
Commentary on Historical Statements of Financial Position
-
Cash and cash equivalents decreased from $21.9 million as at 30 June 2024 to $15.3 million as at 30 June 2025, consisting of payments to suppliers and employees of $3.9 million and expensed payments for exploration and evaluation of $4.4 million.
-
Exploration and evaluation assets decreased from $33.6 million as at 30 June 2023 to $24.2 million as at 30 June 2024, and further to $19.4 million as at 30 June 2025. These decreases were caused by impairments of $12.6 million for the year ended 30 June 2024 and $5.0 million for the year ended 30 June 2025, due to a material decline in nickel prices over the periods, in accordance with Australian Accounting Standards.
-
Trade and other payables decreased from $2.0 million as at 30 June 2023 to $0.3 million as at 30 June 2024, due to limited exploration activity during the period, resulting in lower levels of unpaid invoices and accruals. Subsequently, trade and other payables increased to $0.7 million as
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at 30 June 2025, relating to accrued expense invoices included in open payables for employee liabilities and following the recovery of exploration activities.
5.5 Historical Statements of Profit or Loss and Other Comprehensive Income
| Historical Statements of Profit or Loss and Other Comprehensive Income |
Audited for the year ended 30-Jun-25 Audited for the year ended 30-Jun-24 Audited for the year ended 30-Jun-23 |
|---|---|
| $ $ $ | |
| Government grant | - 800 44,615 |
| Other income | - 1,551 7,500 |
| Total other income | - 2,351 52,115 |
| Share-based payment expense | (899,850) (1,060,946) (8,507,616) |
| Employee expenses | (2,862,479) (3,954,901) (3,353,981) |
| Exploration and evaluation expensed | (4,137,173) (6,480,458) (5,276,918) |
| Audit, company secretarial and accounting | (117,736) (175,485) (223,770) |
| Computer, software and database | (225,142) (181,131) (183,776) |
| ASX, ASIC and share registry fees | (77,896) (125,408) (117,511) |
| Legal costs | (160,699) (35,530) (78,409) |
| Insurance | (33,931) (29,271) (69,569) |
| Depreciation and amortisation | (159,899) (151,018) (137,011) |
| Impairment expense | (4,956,481) (12,551,247) - |
| Other expenses | (511,575) (552,632) (543,311) |
| Loss before finance and income tax | (14,142,861) (25,295,676) (18,439,757) |
| Finance income | 914,495 1,199,901 708,573 |
| Finance expense | (6,099) (10,670) (3,924) |
| Loss before income tax | (13,234,465) (24,106,445) (17,735,108) |
| Income tax expense | - - - |
| Loss for the period | (13,234,465) (24,106,445) (17,735,108) |
| Other comprehensive profit/(loss) net of tax | - - - |
| Total comprehensive loss for period attributed to the owners of the Company |
(13,234,465) (24,106,445) (17,735,108) |
Source: Lunnon’s audited financial statement as at 30 June 2025, 30 June 2024 and 30 June 2023
Commentary on Historical Statements of Profit or Loss and Other Comprehensive Income
-
Share-based payment expenses of $8.5 million for the year ended 30 June 2023 relates to Lunnon’s acquisition of the nickel rights on 19 mining leases held by SIGMC at Silver Lake-Fisher. Lunnon issued SIGMC 21.5 million shares as consideration, in which the net of the identifiable assets acquired less the consideration paid resulted in exploration costs expensed of $7.3 million.
-
Exploration and evaluation expensed decreased from $6.5 million for the year ended 30 June 2024 to $4.1 million for the year ended 30 June 2025, following the Company’s decision to reduce exploration expenditure in response to declining nickel prices.
-
As detailed in Section 5.4, impairment expenses in the years ended 30 June 2024 and 30 June 2025 relate to the material decline in nickel prices over the periods, in accordance with Australian Accounting Standards.
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5.6 Capital structure
The share structure of Lunnon as at 23 September 2025 is outlined below:
| Number | |
|---|---|
| Total ordinary shares on issue | 220,628,174 |
| Top 20 shareholders | 153,455,696 |
| Top 20 shareholders - % of shares on issue | 69.55% |
Source: Lunnon’s share registry information
The range of shares held in Lunnon as at 23 September 2025 is as follows:
| Range of Shares Held | No. of Ordinary Shareholders |
No. of Ordinary Shareholders |
No. of Ordinary Shares |
Percentage of Issued Shares (%) |
|---|---|---|---|---|
| 1 - 1,000 | 99 | 55,474 | 0.03% | |
| 1,001 - 5,000 | 272 | 736,311 | 0.33% | |
| 5,001 - 10,000 | 161 | 1,291,943 | 0.59% | |
| 10,001 - 100,000 | 512 | 21,329,605 | 9.67% | |
| 100,001 - and over | 173 | 197,214,841 | 89.39% | |
| TOTAL | 1,217 | 220,628,174 | 100.00% |
Source: Lunnon’s share registry information
The ordinary shares held by the most significant shareholders as at 23 September 2025 are detailed below:
| Name | No. of Ordinary Shares |
Percentage of Issued Shares (%) |
|---|---|---|
| SIGMC Gold Mining Company Pty Limited | 67,327,550 | 30.52% |
| PHGM Pty Ltd | 18,289,426 | 8.29% |
| Aurora Prospects Pty Ltd | 9,711,898 | 4.40% |
| Mainglow Pty Ltd | 9,678,565 | 4.39% |
| UBS Nominees Pty Ltd | 7,259,409 | 3.29% |
| Subtotal | 112,266,848 | 50.89% |
| Others | 108,361,326 | 49.11% |
| Total ordinary shares on Issue | 220,628,174 | 100.00% |
Source: Lunnon’s share registry information
The options on issue in Lunnon as at 23 September 2025 are outlined below:
| Description | No. of Options | Exercise price ($) |
Expiry Date |
|---|---|---|---|
| Unlisted Options | 1,700,000 | 0.05 | 22-Mar-26 |
| Unlisted Options | 625,000 | 1.18 | 11-Feb-26 |
| Total number of options | 2,325,000 | ||
| Cash raised if options are exercised | 822,500 |
Source: Management of Lunnon
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The performance rights on issue in Lunnon as at 23 September 2025 are outlined below:
| Description | No. of Rights | Exercise price ($) |
Vesting Date | Expiry Date |
|---|---|---|---|---|
| 2023-24 STI Performance Rights | 36,406 | N/A | 30-Jun-24 | 31-Dec-29 |
| 2023-26 LTI Performance Rights | 1,441,904 | N/A | 30-Jun-26 | 31-Dec-29 |
| FY2025 STI Performance Rights | 2,874,596 | N/A | 30-Jun-25 | 31-Dec-29* |
| FY2025-27 LTI Performance Rights | 6,089,734 | N/A | 30-Jun-27 | 31-Dec-29 |
| Total number of performance rights | 10,442,640 |
Source: Management of Lunnon
*FY2025 STI Performance Rights expire on varying dates up to 31 December 2029
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6. Profile of Gold Fields
6.1 Overview
Gold Fields is a globally diversified, large-scale gold producer headquartered in Johannesburg, South Africa and dual-listed on the Johannesburg Stock Exchange (‘ JSE ’) and the New York Stock Exchange (‘ NYSE ’). The company was formed in 1998 through the merger of Gencor Limited and Gold Fields of South Africa Limited, originally founded in 1887.
Gold Fields operates nine mines across Australia, South Africa, Canada, Ghana, Chile and Peru. Its core assets are located in the Goldfields–Esperance region of WA, and include the St Ives, Agnew, Granny Smith and Gruyere mines. These Australian operations account for approximately 50% of the company’s total gold production. In addition to gold, Gold Fields also produces silver and copper, primarily as by-products at its South American operations.
6.2 SIGMC
St Ives Gold Mine is a gold mine located near Lake Lefroy, approximately 80km south of Kalgoorlie and 630km east of Perth, in WA’s Eastern Goldfields region. Acquired by Gold Fields from WMC Resources Limited in 2001, the operation comprises both underground and open-pit mining, along with the 4.7 million tonnes per annum (‘ Mtpa ’) Lefroy Plant, which produces over 350,000 oz of gold annually and supports a workforce of over 1,000 staff and contractors.
St Ives Gold Mine comprises two active underground (Invincible and Hamlet) and two open-pit (Invincible and Neptune) operations. The high-grade Invincible deposit, initially mined as an open pit and developed into an underground mine, is the most significant discovery at St Ives and is the current flagship deposit.
In conjunction with its mining operations, SIGMC is constructing a large-scale renewable energy project incorporating a 42-megawatt (‘ MW ’) wind farm and 35 MW solar plant. Once operational, the renewable system is expected to provide approximately 73% of St Ives electricity and aligns with Gold Fields’ broader decarbonisation strategy.
Lefroy Plant
The 4.7 Mtpa Lefroy Gold Plant, commissioned in 2004, is the central processing facility at SIGMC and currently operates at approximately 4.0 Mtpa, treating oxide, transitional and fresh ore from the Invincible, Hamlet and Neptune deposits. The plant employs a conventional gold recovery process including semi-autogenous grinding (‘ SAG ’) and ball milling, with gold initially recovered through gravity separation, and residual gold extracted through a leach circuit and carbon absorption. Final recovery is achieved through elution, electrowinning and smelting, producing gold bullion for shipment to the refinery. Tailings are deposited in a thickened in-pit storage facility.
SIGMC intends to use the Lefroy Plant to process the Lady Herial Ore that it will purchase from Lunnon under the OPA. The Lefroy Plant is located 7 km to the north of Lady Herial, along an existing haulage route.
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7. Economic analysis
Lunnon is primarily exposed to the risks and opportunities of the Australian market through its operations and listing on the ASX. As such, we have presented an analysis of the Australian economy.
Overview
At the August 2025 Monetary Policy Decision meeting, the Reserve Bank of Australia ( ‘RBA’ ) reduced the cash rate target by 25 basis points to 3.60%, marking a cumulative decline of 75 basis points since the beginning of the year. The decision followed continued moderation in inflation since its peak in 2022, with higher interest rates over recent years helping to bring aggregate demand and potential supply closer into balance.
In the June 2025 quarter, trimmed mean inflation fell from 2.9% in the March 2025 quarter to 2.7%, while headline inflation decreased from 2.4% in May 2025 to 2.1%, assisted in part by temporary cost-of-living relief measures. Updated RBA forecasts suggest underlying inflation will continue to ease towards the midpoint of the 2–3% target range, with the cash rate assumed to follow a gradual easing path.
Labour market conditions have softened slightly but remain relatively tight. The unemployment rate rose to 4.3% in June 2025, from 4.1% in May 2025, and averaged 4.2% over the June quarter. Measures of labour underutilisation remain low, although business surveys indicate that labour availability is still a constraint for many employers. Wage growth has eased from its peak, but productivity growth remains weak and unit labour cost growth continues to be high.
Domestically, private demand is recovering gradually. Real household incomes have risen, and some measures of financial conditions have eased. However, many businesses continue to report that weak demand is limiting their ability to pass on cost increases to consumers. Gross Domestic Product growth for the year to March 2025 was 1.3%, remaining unchanged from the prior reference period of December 2024.
Financial markets have been volatile in 2025. Australian equities reached all-time highs in February, supported by strong corporate earnings, positive economic data, and firm commodity prices, mirroring gains in the United States ( ‘US’ ) market. On 2 April 2025, however, the Trump Administration imposed significant tariffs on major economies including Australia, China, and Europe, prompting sharp declines in global equity prices. While both the US and Australian markets have since rebounded following a partial pause in tariffs, volatility and investor uncertainty remain elevated.
Outlook
The RBA notes that uncertainty in the world economy remains high, though there is now more clarity on the scope of US tariffs and policy responses, reducing the likelihood of the most severe scenarios. Nonetheless, trade policy developments are expected to weigh on global activity, with a risk that households and firms delay spending until the outlook becomes clearer.
The RBA’s recent forecast is for household consumption growth to be sustained as real incomes rise. However, the RBA acknowledges risks on both sides; consumption growth could be slower than expected, which could weigh on growth in aggregate demand and lead to weaker labour market conditions. Conversely, as real incomes rise, households may consume more and save less, and labour market conditions may prove stronger than forecasted.
Other uncertainties include the lagged impact of recent monetary policy easing and how firms’ pricing and wage decisions will respond to demand-supply conditions, and the ongoing effect of weak productivity growth on unit labour costs.
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The RBA Board emphasised that maintaining price stability and full employment remains its priority. With underlying inflation easing towards target and labour market conditions softening as expected, further monetary easing was considered appropriate. The RBA Board remains cautious about the outlook, and is positioned to respond decisively to international developments that may have material implications for the Australian economy.
Source: www.rba.gov.au Statement by the Monetary Policy Board: Monetary Policy Decision dated 12 August 2025 and prior periods, the Australian Bureau of Statistics “Labour Force Australia June 2025”, Australian Financial Review “Trump mocks world leaders as huge new tariffs take effect”.
8. Industry analysis
Given the nature of Lunnon and Gold Fields operations, we set out an industry analysis for the Australian exploration mining sector as well as the gold industry more broadly.
8.1 Exploration Sector
BDO reports on the financial health and cash positions of ASX-listed exploration companies based on the quarterly Appendix 5B reports lodged with the ASX. ASX-listed mining and oil and gas exploration companies are required to lodge an Appendix 5B report each quarter, outlining the company’s cash flows, their financing facilities available and management’s expectation of future funding requirements. BDO’s report for the June quarter of 2025 reveals a rebound in activity across the sector after a subdued start to the year marked by cautious capital allocation and declining cash reserves. This quarter delivered a broadbased rebound in financing, exploration activity, and investor engagement, suggesting that explorers are beginning to re-engage in growth strategies as macroeconomic conditions stabilise.
In the June 2025 quarter financing cash inflows rose to $1.93 billion, a 22% increase from the $1.57 billion of funds raised in the previous quarter. Financing inflows averaged $2.58 million per explorer, which is 13% lower than the two-year average of $2.95 million (since June 2023). This increase in financing inflows was partially offset by a 16% increase in financing cash outflows. As a result, net financing cashflows increased by 25% from the March 2025 quarter, up to $1.40 billion. However, we acknowledge the influence of seasonality on this trend, with the June quarter often being a stronger net financing inflow quarter.
ASX explorers' financing cash flows ($M)
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----- Start of picture text -----
4,000
3,000
2,000
1,000
-
(1,000)
(2,000)
Inflows Outflows Net cash flows
$M
----- End of picture text -----
Source: BDO analysis
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The number of companies which raised capital exceeding $10 million (which we have termed ‘ Fund Finders ’) increased in the June 2025 quarter with 42 companies raising $1.31 billion compared to the 26 companies who raised $1.07 billion in the March 2025 quarter. On average, the Fund Finders in the June 2025 quarter raised $31.97 million each and contributed to 69% of the total financing inflows in the quarter. This quarter’s Fund Finder cohort was again dominated by gold companies, with the remaining 28 companies spread across ten commodities, comprised mostly of copper-gold, oil and gas, and lithium. Equity remained the main source of investment, accounting for 83% of total funds raised.
Gold maintained its position as the leading commodity in the quarter, raising $646.91 million, and contributing 48% of the total funds raised by the Fund Finders. The persistence of gold in recent quarters underscores gold’s enduring appeal as a safe haven asset, particularly amid heightened macroeconomic uncertainty. Copper-gold and oil and gas explorers followed, benefiting from themes of electrification and energy security.
Meanwhile, lithium explorers continued to show reduced activity this quarter, extending the pullback from last year’s fund raisings for the commodity. However, as global lithium pricing remains soft due to oversupply and subdued demand, signs of a full recovery have yet to materialise. On the other hand, uranium financing rebounded after dropping to nil in the March 2025 quarter, after building up momentum since the December 2023 quarter due to renewed interest in nuclear energy.
Interestingly, despite the global energy transition narrative, coal companies have consistently appeared among Fund Finders for the past eight quarters. This suggests investors are selectively backing coal projects that meet short-term market needs, particularly for steelmaking and energy security concerns. Meanwhile, niche critical minerals are regaining attention, with two tungsten companies securing significant funding this quarter, the first since March 2024. This reappearance likely reflects nascent investor interest in diversified critical minerals.
Financing inflow by commodity - Top 42 explorers - June quarter 2025
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----- Start of picture text -----
Gold 646.91
Copper-Gold 192.53
Oil & Gas 184.03
Lithium 71.51
Copper 60.94
Coal 48.85
Graphite 39.94
Tungsten 31.75
Uranium 27.31
Aluminium 25.84
Gold-Silver 12.47
- 50 100 150 200 250 300 350 400 450 500 550 600 650 700
A$ million
----- End of picture text -----
Source: BDO analysis
After a significant slowdown in exploration activities across the board in the March 2025 quarter, we observed a rebound in exploration expenditure in the June 2025 quarter. Exploration expenditure of $728.97 million represents a 13% increase from the preceding March quarter, breaking a four-quarter downtrend, with the average exploration spend per explorer of $0.98 million also breaking the multi-year
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low. This reversal signals a cautious recovery as financing improves, especially with expected rate relief likely to support an upward trend in exploration budgets.
Our analysis indicates that spending for the June 2025 quarter was spread with more companies committing over $2 million. The $1 million to $2 million cohort grew, and those spending above $5 million also increased.
Total exploration expenditure - Last two years ($M)
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----- Start of picture text -----
1,100 1.40
1,010
983
1,000
914
1.20
900
826
795 792
800 748 729 1.00
700 644
0.80
600
500
0.60
400
300 0.40
200
0.20
100
- -
Jun 23 Sep 23 Dec 23 Mar 24 Jun 24 Sep 24 Dec 24 Mar 25 Jun 25
Total exploration expenditure Average exploration expenditure
($M)
($M)
Average exploration expenditure
Total exploration expenditure
----- End of picture text -----
Source: BDO analysis
Over the quarter we observed a continued reduction in the cash balances of explorers, with total cash reserves declining by 7% from the previous quarter. This is below the peak of over $10 million we observed in the year prior, as spending slightly outpaced fundraising. Our analysis indicates that most companies have enough cash for the near term. However, inflation has reduced the real value of cash, prompting management to continue to prioritise treasury top-ups when feasible, even if it means issuing equity.
Overall, activity in the June 2025 quarter suggests cautious optimism, marked by heightened investor engagement, rebounds across key metrics, and gold maintaining its dominance due to high prices and investor support. This quarter illustrates signs of resurgence amongst the explorer cohort, with fundraising and in-ground activity lifted from March 2025 lows, led again by gold and a handful of advanced energy transition adjacent companies.
Source: BDO Explorer Quarterly Cash Update: June 2025 and prior releases.
8.2 Gold
Gold is a soft malleable metal which is highly desirable due to its rarity, permanence, and unique mineral properties. Gold has been used in jewellery and as a form of currency for thousands of years. More recently, there has been increasing demand for its use in the manufacture of electronics, dentistry, medicine, and aerospace technology.
In addition to its practical applications, gold also serves as an international store of monetary value. Gold is widely regarded as a monetary asset as it is considered less volatile than world currencies, and therefore, provides a safe haven investment during periods of economic uncertainty.
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The mining and mineral processing techniques applied to gold is determined by the nature of the ore deposit. Gold contained in oxide ore deposits are typically of low grade and are simple to extract and readily amenable by cyanidation. Consequently, highly disseminated gold can be contained within sulphide minerals which require mining, crushing, grinding and to be followed by gravity separation to recover the gold, subject to flotation to concentrate the sulphide mineral fraction containing the gold. Inherently, the costs associated with the treatment of oxide ore are significantly less than of sulphide ores.
Once mined, gold continues to exist indefinitely and is often melted down and recycled to produce alternative or replacement products. Consequently, demand for gold is supported by both gold ore mining and gold recycling. A summary of the recent historical supply of gold is provided in the table below.
| Gold supply (tonnes) | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Mine production | 3,656 | 3,596 | 3,482 | 3,589 | 3,625 | 3,644 | 3,661 |
| Net producer hedging | (12) | 6 | (39) | (7) | (13) | 17 | (57) |
| Recycled gold | 1,132 | 1,276 | 1,293 | 1,136 | 1,140 | 1,237 | 1,370 |
| Total supply | 4,776 | 4,878 | 4,736 | 4,718 | 4,752 | 4,899 | 4,975 |
Source: World Gold Council Statistics, 5 February 2025
The World Gold Council anticipates that gold will achieve its strongest annual performance in over a decade in 2025. Heightened geopolitical tension during a key election year for many major economies and ongoing financial uncertainty from weakening global economic conditions should see gold experience persisting strong demand. Continued purchases by major central banks and concerns about a global recession is anticipated to offer further backing for the commodity. However, the risk of tighter monetary policy or an economic soft landing, particularly concerning the US economy, could result in gold divestment.
Gold ore mining is a capital intensive and high-cost process, which becomes increasingly difficult and more expensive as the quality of ore reserves diminish. The industry also incurs many indirect costs related to exploration, royalties, overheads, marketing, and native title law. Typically, many of these costs are fixed in the short term as a result of industry operators’ inability to significantly alter cost structures once a mine commences production.
The gold industry is geographically diverse as China, Australia and Russia lead global gold production. According to the USGS, total estimated global gold ore mined for 2024 was approximately 3,250 metric tonnes (‘ t ’). The following charts illustrate the estimated global gold production and reserves by country for 2024.
Gold production and reserves
The USGS estimates that overall global gold production in 2024 remained relatively unchanged from 2023 as production decreases in the US, Kazakhstan and South Africa were offset slightly by production increases in countries such as Ghana, Tanzania and Mali.
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----- Start of picture text -----
Global Gold Mine Production 2024
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----- Start of picture text -----
Kazakhstan Mexico
4%
4%
Ghana
4%
United States
5%
Canada
6%
Rest of World
47%
Australia
9%
Russia
9%
China
12%
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Source: U.S. Geological Survey January 2025 (revised March 2025), and BDO Analysis
Despite China leading global gold production in 2024, Australia, Russia and South Africa hold the largest known gold reserves globally. As depicted below, the USGS estimates that collectively, these three countries account for approximately 46% of global gold reserves.
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----- Start of picture text -----
Global Gold Reserves 2024
United States
China 5%
5%
Canada
5%
Indonesia Rest of World
5% 34%
South Africa
8%
Russia
19%
Australia
19%
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Source: U.S. Geological Survey January 2025 (revised March 2025), and BDO Analysis
According to USGS, Australia’s gold reserves amount to 12,000t, representing approximately 19% of global reserves.
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Gold prices
Gold spot and forecast price
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----- Start of picture text -----
4000
3500
3000
2500
2000
1500
1000
500
0
2015 2017 2019 2021 2023 2025 2027 2029 2031 2033
Historical Forecast
US$/oz
----- End of picture text -----
Source: CapIQ, Consensus Economics Survey dated 22 August 2025, and BDO Analysis
The figure above illustrates the historical fluctuations in the gold spot prices quoted on the Commodity Exchange (‘ COMEX ’) from January 2015 to August 2025 as well as forecasts for gold prices from the remainder of 2025 to 2034 based on forecast data from Consensus Economics and BDO analysis.
Over the period from 2015 through to 2019, the gold price fluctuated primarily between US$1,100/oz and US$1,400/oz. Throughout 2020, gold prices fluctuated significantly. Demand for gold increased in response to the uncertainty created by the pandemic, as investors prioritised safe haven assets. In late March 2020, the increasing demand for gold was interrupted by a panic selloff as investors began to realise their profits amidst growing uncertainty. Gold spot prices fell to a yearly low of US$1,471/oz, before rallying in late July and early August to exceed US$2,000/oz. COVID-19 was the primary driver of the increase in gold price, as central banks injected billions of dollars into financial markets and investors flocked to safe assets. Additionally, the prevailing low-interest rate environment at the time increased access to capital, which further spurred investment in gold.
Through to early January 2021, the price of gold increased due to further fallout from the US Election, climbing back over US$1,900/oz after remaining in the US$1,800s/oz through most of December 2020. For the rest of 2021, the price of gold traded between US$1,600/oz and US$1,900/oz as demand fluctuated throughout the year. Rising US treasury yields initially threatened gold’s appeal as an inflation hedge by increasing the opportunity cost of holding the precious metal. However, concerns regarding the spread of the Delta Variant of COVID-19 increased gold’s appeal as a safe-haven asset. The price of gold exceeded US$1,800/oz in early July 2021. However, this was quickly reversed in the following months as the US Federal Reserve signalled policy tightening, which coming sooner than anticipated, drove US treasury yields and a stronger US dollar. Towards the end of the year, gold prices strengthened following the US Federal Reserve’s announcement to reduce purchases of Government bonds, as well as the release of US inflation data which revealed an annualised inflation rate of 6.2%, its highest level since 1990.
The invasion of Ukraine by Russia in February 2022 saw gold prices climb above US$1,900/oz and peak at US$2,039/oz during March, in response to several economic sanctions on Russia and the release of US inflation data which indicated an annualised inflation rate of 8.5%. In May 2022, the price of gold weakened to US$1,800/oz following the US Federal Reserve’s aggressive monetary tightening to control rising inflation. The gold price continued to decline until September 2022, before it staged a recovery driven by a
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combination of slowing US inflation, depreciation of the US dollar, and increased gold demand by central banks for reserve diversification.
In the first quarter of 2023, several financial institutions, such as the Credit Suisse Group AG and the Silicon Valley Bank, faced liquidity and investor confidence issues. A lack of confidence in some parts of the banking sector supported the gold price. Early April 2023 saw gold prices surpass US$2,000/oz as investors speculated a nearing of the end of interest rate tightening in the US.
During January and February of 2024, gold continued to largely trade above US$2,000/oz. However, in March, the gold price rapidly increased to over US$2,400/oz. The rise in the gold price was attributed to several factors including geopolitical instability from conflicts in Ukraine and the Middle East, global inflation, and an increased holding in gold by central banks in developing countries. In late October 2024, gold prices increased to a 10-year high, rising above US$2,700/oz, driven by continuing uncertainty in the Middle East, the US presidential election and US economic data supporting interest rate cuts.
In early 2025, gold prices continued their upward trend, surpassing US$3,000/oz in March and ending the month of June at approximately US$3,400/oz. The increase was primarily driven by safe haven demand amid concerns over US trade policies. Additionally, central banks increasing their gold holdings, which along with a weakening US dollar, further contributed to the movement.
As we enter the latter part of 2025, gold has extended its rally, climbing nearly 40% year-to-date to reach a record almost US$3,700/oz on 19 September. The surge has been fuelled by continued central bank buying, particularly from China, as part of broader efforts to diversify reserves away from the US dollar, and by persistent geopolitical tensions driving safe-haven demand. The US Federal Reserve’s rate cut in mid-September, along with expectations of further easing, has added further support. With ongoing macroeconomic and political uncertainty, gold is expected to remain well-supported.
According to Consensus Economics and BDO analysis, the gold price is expected to trade around current levels from the remainder of 2025 through to 2026, before weakening up to 2029. From the remainder of 2025 to 2029, the gold price is expected to range between around US$3,000/oz and US$3,500/oz. Despite weakening over the medium-term, the longer-term nominal forecast from 2030 onwards, is expected to be closer to the middle of this range at approximately US$3,400/oz.
Source: CapIQ, Consensus Economics, IBISWorld, US Geological Survey, World Gold Council, Reuters, and BDO Analysis
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9. Approach adopted for the fairness assessment
In assessing whether the Proposed Transaction is fair to Shareholders for the purposes of ASX Listing Rule 10.1, we have assessed how the value of cash flows to Lunnon under Option 1 (the OPA) compares to the value of cash flows to Lunnon under Option 2 (Lunnon processing the Lady Herial Ore in-house).
The directors of Lunnon have provided us with a Model agreed with SIGMC that calculates the value of cash flows to Lunnon under the OPA (‘ the Model ’) in accordance with the Payment Formula. We have reviewed the Model and its material underlying assumptions, and have used it as the basis for constructing our adjusted model (‘ Adjusted Model ’). Details of the material assumptions underpinning our analysis are set out in Section 10 of our Report.
We have also assessed alternative toll processing options available to Lunnon when considering reasonableness in Section 12.
9.1 Value of cash flows to Lunnon under Option 1
To test the fairness of the Proposed Transaction, we have assessed the value of cash flows to Lunnon under Option 1, having consideration to the following:
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The Payment Formula
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The Model’s mining costs, processing costs, and production schedule
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Recovery, grade, and dilution assumptions
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Forecast gold price
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Lunnon’s 70% profit-share
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Royalties.
We have assessed the value of cash flows to Lunnon under Option 1 by constructing the Adjusted Model, a discounted cash flow (‘ DCF ’) model that determines the net present value (‘ NPV ’) of the cashflows deriving from the mining, processing and sale of Lady Herial Ore under the OPA. The Adjusted Model also includes our gold price, exchange rate and inflation assumptions. We consider this to be the most appropriate methodology for assessing the value of cash flows to Lunnon under Option 1.
9.2 Value of cash flows to Lunnon under Option 2
We have considered the feasibility, costs and timeframe associated with Lunnon constructing a gold processing facility at the KGN Project and processing the Lady Herial Ore in-house (‘ KGN Plant ’). We then adapted our Adjusted Model to reflect the costs, extended development period and operation of the KGN Plant, omitting the 70% profit-share when calculating the NPV of Option 2.
To determine the construction costs and development timeframe for the KGN Plant, we have assessed recent capital expenditures by ASX listed gold producers on comparable processing facilities, with consideration for the following:
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The facility should be for the purpose of gold processing
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The facility was constructed in WA within the last five years
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The facility must have a nameplate capacity of at least 0.32 Mtpa (the implied quantity of Lady Herial Ore to be processed under the OPA)
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The cost of processing in comparison to the processing costs implied by the SIGMC Costs.
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10. Fairness assessment
10.1 DCF valuation of Option 1
We have elected to use the DCF approach in valuing the cash flows to Lunnon under Option 1. The DCF approach estimates the fair value of Option 1 by discounting forecasted post-tax cash flows to NPV. This valuation is based on an Adjusted Model we have constructed, which is built having regard to Lunnon’s internal Model and the OPA terms, incorporating our view of future economic assumptions.
Limitations
Since forecasts relate to the future, they may be affected by unforeseen events and they depend, in part, on the effectiveness of management’s actions in implementing the plans on which the forecasts are based. Accordingly, actual results may vary from the forecasts included in the Adjusted Model, as it is often the case that some events and circumstances do not occur as expected, or are not anticipated, and those differences may be material.
Key assumptions
General assumptions underlying the Adjusted Model include the following:
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We have adopted a valuation date of 1 September 2025 (‘ Valuation Date ’), with cash flows commencing 1 November 2025, based on Lunnon’s internal schedule, the OPA, and Lady Herial development timelines
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The Adjusted Model forecasts cash flows over a 14-month period ending 31 July 2026
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Key inputs in calculating ore mined and gold produced: Dilution rate of 10%, product loss rate of 5%, recovery rate of 91%, and gold head grades ranging between 1.10g/t and 2.06g/t
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The 70% profit-share is applied when calculating the net cash flows to Lunnon. We note, as detailed in Section 4, in the event of a significant fall in the gold price to below AUD3,000/oz, Lunnon may agree to reduce its profit-share to a minimum of 50%. Accordingly, shareholder approval is being sought for the Proposed Transaction on the basis that it encompasses any such variation within the 50%–70% range. We have adopted the 70% profit-share to Lunnon intended under the OPA for the purposes of our valuation given we have no reasonable basis to assume the gold price is going to fall to a spot price in proximity of AUD3,000/oz. However, we have considered the scenario where a major gold price fall results in the variation of Lunnon’s profit share to 50%, and confirm this does not change our opinion that the Proposed Transaction is fair and reasonable to Shareholders.
Gold price
The Adjusted Model forecasts cash flows to be generated from the sale of gold ore and therefore considers the gold price. In assessing the forecast commodity prices, we have considered the Consensus Economics price forecasts as at 22 August 2025. The gold price applied over the period averages US$ 3,401/oz.
Inflation
As the Adjusted Model reflects costs in AUD, we have applied the forecast Australian inflation rate to the mining and processing costs. In forming our assessment of the forecast inflation rate, we have had regard to consensus views of forecast inflation as at 15 August 2025, sourced from S&P CapIQ. The inflation rate applied over the period averages 2.23%.
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Exchange rates
As our gold price forecast data from Consensus Economics is in US dollars, we have considered broker consensus forecasts also sourced from Consensus Economics to arrive at our foreign exchange rate assumptions. The AUD/USD exchange rate applied over the period averages 0.67.
Gold sales
Revenue from gold sales has been calculated in accordance with the Payment Formula set out in Section 4. Over the period, 15,580 oz of gold is forecast to be produced, generating $81.61 million in revenue.
Costs
Monthly mining and processing costs were calculated with reference to Lunnon’s internal Model and in accordance with the Payment Formula set out in Section 4. Significant costs include the following:
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Mining costs totalling $16.85 million
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Start-up expenditure, mobilisation and mine closure totalling $2.84 million
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Processing costs totalling $11.06 million, calculated as $35/t of product processed. We note this represents approximately 33% of total costs, in line with the 30% profit-share to be received by SIGMC, indicating the profit-share arrangement is representative of the underlying cost structure.
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Sustaining capital charge totalling $1.12 million, calculated as $3.54/t of product processed
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Haulage charges totalling $2.02 million, calculated as $6.40/t of product processed.
Royalties
The following royalties were calculated in accordance with the Payment Formula:
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WA State Royalty totalling $1.98 million calculated as 2.5% on gold sales in accordance with the Mining Regulations WA 1981.
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Native title party royalty payments totalling $0.71 million, calculated as 0.90% of gross revenue from gold sales.
Taxation
Taxation has been applied at the notional rate of 30% which represents the current corporate tax rate in Australia.
Discount rate
To calculate the NPV of the future cash flows to be received by Lunnon, we have deemed the weighted average cost of capital (‘ WACC ’) to be most appropriate as a discount rate to account for the risks inherent in these cash flows.
For the assessment of the value of Option 1 and Option 2, we have calculated an appropriate discount rate of 9.50%. We have used our preferred rounded midpoint to discount the post-tax cash flows in the Adjusted Model.
In selecting our range of discount rates, we considered the following:
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The rate of return for comparable ASX listed gold producing companies operating in WA.
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The risk profile of Lady Herial as compared to the projects of the comparable companies identified.
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A detailed consideration of how we arrived at the adopted post-tax nominal discount rate range is discussed in Appendix 3.
Sensitivity analysis
We have analysed the most material assumptions to the Adjusted Model and have prepared sensitivities on the post-tax NPV. The sensitivity analysis considers the value of cash flows to Lunnon under Option 1, when applying:
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a relative change of +/- 10% to the gold price.
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a relative change of +/- 10% to the mining and processing costs
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an absolute change of +/- 1% to the rate of inflation rate assumed.
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a discount rate in the range of 8.5% to 10.5%.
| Sensitivity analysis of | the value of Option 1 to thegoldprice | the value of Option 1 to thegoldprice | the value of Option 1 to thegoldprice | the value of Option 1 to thegoldprice | |
|---|---|---|---|---|---|
| Gold price -10.00% |
-5.00% | - | 5.00% | 10.00% | |
| NPV ($ 000s) 30,506 |
32,351 | 34,196 | 36,042 | 37,887 | |
| Source: BDO analysis and the Adjusted Model | |||||
| Sensitivity analysis of the value of Option 1 to | the mining andprocessing costs | ||||
| Mining and processing costs -10.00% |
-5.00% | - | 5.00% | 10.00% | |
| NPV ($ 000s) 34,467 |
34,332 | 34,196 | 34,061 | 33,926 | |
| Source: BDO analysis and the Adjusted Model | |||||
| Sensitivity analysis of the value of Option | 1 to the inflation rate | ||||
| Inflation rate -1.00% |
-0.50% | - | 0.50% | 1.00% | |
| NPV ($ 000s) 34,212 |
34,204 | 34,196 | 34,189 | 34,181 | |
| Source: BDO analysis and the Adjusted Model | |||||
| Sensitivity analysis of the value of Option | 1 to the discount rate | ||||
| Discount rate 8.50% |
9.00% | 9.5% | 10.00% | 10.50% | |
| NPV ($ 000s) 34,401 |
34,298 | 34,196 | 34,095 | 33,995 |
Source : BDO analysis and the Adjusted Model
10.1.1. Conclusion on the value of Option 1
Based on the above, we consider the DCF value of Option 1, ranges from $32 million to $36 million, with a preferred midpoint of $34 million, based primarily on the sensitivity of the gold price.
10.2 DCF valuation of Option 2
We have elected to use the DCF approach in valuing the cash flows to Lunnon under Option 2 by adapting our Adjusted Model to reflect the costs and extended development period associated with the KGN Plant, omitting the 70% profit-share. We have elected to use this approach as Lunnon would not incur the 70% profit-share under the OPA with SIGMC if it were to construct its own plant and process the Lady Herial Ore in-house.
10.2.1. Determining the construction cost of the KGN Plant
Below we have presented our research on the estimated costs for Lunnon to develop its own KGN Plant, based on actual costs paid by Australian companies to construct or acquire comparable gold processing plants, that have a nameplate capacity greater than 0.32 Mtpa.
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Black Cat Syndicate 1.2Mtpa Lakewood Mill - $85 million (2025)
In February 2025, Black Cat Syndicate Limited (‘ Black Cat’ ) announced it had entered into a binding agreement to acquire the fully permitted, operating 1.2 Mtpa Lakewood gold processing facility ( ‘Lakewood Mill’ ) from Westgold Resources Limited (‘ Westgold ’) for $85 million. Lakewood is located 6km southeast of Kalgoorlie and approximately 40 km from Black Cat’s Kal East Gold Project in WA. The Lakewood Mill was initially acquired by Karora Resources Limited (now Westgold) in July 2022 for $80 million.
The plant comprises a tailings storage facility, grid power connection, a primary and secondary mill, carbon-in-leach tanks, water bores, and other supporting infrastructure such as workshops and sealed road access. Following the acquisition, Black Cat commenced processing ore from its nearby Myhree open pit, with first gold poured in April 2025.
We consider the $85 million cost for acquisition of the Lakewood Mill to be indicative of the cost to construct the KGN Plant, for the purposes of our fairness assessment.
Bellevue Gold Limited 1Mtpa plant - $88 million (2022)
In July 2022, Bellevue Gold Limited (‘ Bellevue ’) announced it had awarded a contract to GR Engineering Limited (‘ GRE ’) for the engineering, procurement and construction (‘ EPC ’) of a 1Mtpa gold processing plant (‘ Bellevue Plant ’) for a total fixed contract price of $87.8 million. The plant was designed to process gold ore at the Bellevue Gold Project, located in the Goldfields region of WA.
The plant comprises a tailings storage facility, power generation, mine dewatering and water storage, a potable water bore field, accommodation camp, and other supporting infrastructure such as workshops. The contract was awarded in March 2022 and construction completed 1.6 years later in October 2023.
We consider the $87.8 million cost for the construction of the Bellevue Plant to be indicative of the cost to build the KGN Plant, for the purposes of our fairness assessment.
Aurenne Mt Ida Pty Ltd 1.2Mtpa plant - $74 million (2021)
In September 2021, Aurenne Mt Ida Pty Ltd (‘ Aurenne ’) appointed GRE to undertake the EPC for a 1.2Mtpa gold processing facility (‘ Mt Ida Plant ’) and associated plant infrastructure for a contract price of $74 million. The plant was designed to process gold ore at Aurenne’s Mt Ida Gold Project, approximately 220km north of Kalgoorlie, WA.
The plant consists of a single stage crushing circuit, a two-stage grinding circuit, seven stage carbon in leach circuit and a gold room with electrowinning cells and other infrastructure including tailing transfer and distribution pipework. The contract was awarded in September 2021 and construction completed 1.6 years later in April 2023.
We consider the $74 million cost for the construction of the Bellevue Plant to be indicative of the cost to construct the KGN Plant, for the purposes of our fairness assessment.
Pantoro Limited 1Mtpa plant - $57 million (2021)
In February 2021, Pantoro Limited (‘ Pantoro ’) appointed GRE to construct a 1Mtpa gold processing plant (‘ Pantoro Plant ’) for a maximum contract price of $57 million. The plant was designed to process gold ore at Pantoro’s Norseman Gold Project in the Eastern Goldfields of WA.
The plant consists of a three-stage crushing circuit, a grinding mill, gravity gold recovery circuit, carbon in leach circuit and an elution system and gold recovery plant. The contract was awarded in February 2021 and construction completed 1.6 years later in September 2022.
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We consider the $57 million cost for the construction of the Pantoro Plant to be indicative of the cost to build the KGN Plant, for the purposes of our fairness assessment.
Conclusion
In the following table we have summarised the capacity, construction or acquisition date, time to construct and costs of the comparable processing plants, to conclude on the cost to develop the KGN Plant for the purposes of our fairness assessment. We have adjusted the costs for inflation, using historical CPI data released by the Australian Bureau of Statistics (‘ ABS ’), to arrive at a present value cost for the comparable plants.
| Comparable processing plants | Lakewood Mill | Belleveue Plant | Mt Ida Plant | Pantoro Plant |
|---|---|---|---|---|
| Nameplate capacity (Mtpa) | 1.2 | 1.0 | 1.2 | 1.0 |
| Construction/acquisition date | Feb-2025 | Jul-2022 | Sep-2021 | Feb-2021 |
| Time to construct (years) | N/A | 1.6 | 1.6 | 1.6 |
| Cost($m) | 85.00 | 87.80 | 74.00 | 57.00 |
| Cost adjusted for inflation to present value ($m) |
85.00 | 97.73 | 87.82 | 67.65 |
Source: BDO analysis, ABS
Based on our analysis, the construction of the KGN Plant is estimated to cost $85 million and require approximately 1.5 years to complete.
10.2.2. Modelling the construction of the KGN Plant
We adapted our Adjusted Model to reflect the estimated 1.5-year development period and $85 million capital cost required to construct the KGN Plant. The NPV of cash flows to Lunnon are then calculated on a 100% profit share scenario.
Key assumptions
The key assumptions underpinning our DCF valuation of Option 1, detailed in Section 10.1, remain unchanged for our DCF valuation of Option 2. The sources of our economic assumptions are consistent with those used in Option 1; however, differences in project timing result in the application of slightly different economic inputs and later receival of cash flows.
The key differences in inputs applied in our Adjusted Model valuing Option 2, compared with our valuation of Option 1, are as follows:
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When incorporating the 1.5-year development period for the construction of the KGN Plant, the Adjusted Model forecasts cash flows over a 2.5 year period from 1 September 2025 to 29 February 2028.
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The cost to build the KGN Plant is $85 million incurred over a 1.5-year period, from 1 September 2025 to 28 February 2027.
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The gold price applied over the extended period averages US$3,305/oz.
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The inflation rate applied over the extended period averages 2.34%.
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The AUD/USD exchange rate applied over the extended period averages 0.68.
Costs
The specific processing costs per tonne for the assessed comparable processing plants are not publicly disclosed. Although some companies do report certain processing or production cost metrics, these figures are not always presented on a directly comparable basis.
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We note that based on technical reports released by Westgold, processing and surface haulage costs are reported as $49/t for its Beta Hunt Operations, and processing costs at the Fortnum Gold Operation are reported at $34/t, in line with the processing and haulage costs to be incurred under the OPA, detailed in Section 4.
Based on this and further market research we have conducted, we consider processing costs of $35/t to be incurred by SIGMC as per the OPA to be in line with industry averages. For the purposes of our analysis, we have assumed the mining and processing costs under Option 2 will be the same as the costs under Option 1.
Gold sales
Total revenue derived from gold sales over the period is forecast to be $75.13 million, slightly less than revenue forecasted under Option 1. The difference is attributed to the later sale of gold resulting in the application of slightly lower gold prices.
Sensitivity analysis
We have analysed the most material assumptions to the Adjusted Model and have prepared sensitivities on the post-tax NPV. The sensitivity analysis considers the value of cash flows to Lunnon under Option 2, when applying:
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a relative change of +/- 10% to the gold price.
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a relative change of +/- 10% to the mining and processing costs
-
an absolute change of +/- 1% to the rate of inflation rate assumed.
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a discount rate in the range of 8.5% to 10.5%.
| Sensitivity analysis | of the value of Option 2 to thegoldprice | of the value of Option 2 to thegoldprice | of the value of Option 2 to thegoldprice | |
|---|---|---|---|---|
| Gold price -10.00% |
-5.00% | - | 5.00% | 10.00% |
| NPV ($ 000s) (62,575) |
(60,469) | (58,363) | (56,258) | (54,152) |
| Source: BDO analysis and the Adjusted Model | ||||
| Sensitivity analysis of the value of Option 2 to the mining andprocessing costs | ||||
| Mining and processing costs -10.00% |
-5.00% | - | 5.00% | 10.00% |
| NPV ($ 000s) (56,264) |
(57,314) | (58,363) | (59,413) | (60,462) |
| Source: BDO analysis and the Adjusted Model | ||||
| Sensitivity analysis of the value of Option 2 to the inflation rate | ||||
| Inflation rate -1.00% |
-0.50% | - | 0.50% | 1.00% |
| NPV ($ 000s) (57,949) |
(58,155) | (58,363) | (58,572) | (58,782) |
| Source: BDO analysis and the Adjusted Model | ||||
| Sensitivity analysis of the value of Option 2 to the discount rate | ||||
| Discount rate 8.50% |
9.00% | 9.5% | 10.00% | 10.50% |
| NPV ($ 000s) (58,495) |
(58,429) | (58,363) | (58,297) | (58,230) |
Source : BDO analysis and the Adjusted Model
10.2.3. Conclusion on the value of Option 2
Based on the above, we consider the value of Option 2 to be nil, given its NPV is negative across all presented sensitivities.
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However, despite Option 2 being not fair, we note the ability of Lunnon to process ore beyond termination of the OPA may represent additional benefits for Shareholders which we have not captured in our fairness assessment.
11. Is the Proposed Transaction Fair?
The values Option 1 and Option 2 are compared below:
| Ref | Low | Preferred | High | ||
|---|---|---|---|---|---|
| $m | $m | $m | |||
| Value of cash flows to Lunnon under Option | 1 | 10.1.1 | 32.0 | 34.0 | 36.0 |
| Value of cash flows to Lunnon under Option | 2 | 10.2.3 | Nil | Nil | Nil |
Source: BDO analysis
The above values indicate that, in the absence of any other relevant information, the Proposed Transaction is fair for Shareholders, as the value of cash flows to Lunnon under Option 1 (the OPA) is greater than the value of the cash flows to Lunnon under Option 2 (processing the Lady Herial ore inhouse).
We have considered the potential variation of Lunnon’s percentage share to 50%, as permitted under the OPA. On this basis, our opinion remains unchanged, as the Proposed Transaction is still assessed to be fair to Shareholders within the approved 50%–70% range.
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12. Is the Proposed Transaction reasonable?
We have considered the analysis below, in terms of the following:
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Alternative toll processing options available to Lunnon
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Consequences of not approving the Proposed Transaction
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Advantages and disadvantages of the Proposed Transaction.
In our opinion, the position of Shareholders if the Proposed Transaction is approved is more advantageous than the position if the Proposed Transaction is not approved. Accordingly, in the absence of any other relevant information and/or an alternate proposal we consider that the Proposed Transaction is reasonable for Shareholders.
12.1 Assessment of alternative toll processing options
To assess the reasonableness of the Proposed Transaction, we have considered the feasibility and costs of Lunnon using an alternative toll processing arrangement to treat the Lady Herial Ore. We determined a reasonable area to assess alternative processing plants within, based on haulage distances that would not result in prohibitively high costs.
Based on our analysis, we have determined that a 100km radius from the KGN Project is a reasonable distance to consider alternate processing plants, given the Lefroy Plant is located adjacent to the KGN Project. Within this distance, there are multiple gold processing plants identified, as illustrated in the map below.
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==> picture [472 x 413] intentionally omitted <==
Source: S&P Capital IQ, Google Earth and BDO Analysis
The potentially viable options are set out below, with specific consideration for the respective processing plants’ proximity to Lady Herial, and whether these plants have spare capacity available to process the Lady Herial Ore.
Northern Star Resources Limited – Kanowna Belle Operations
Northern Star Resources Limited’s (‘ Northern Star ’) Kanowna Belle Operations includes a 2Mtpa gold processing facility, located adjacent to the Kanowna Belle mine and part of Northen Star’s broader Kalgoorlie Operations. Given its distance of approximately 100km from Lady Herial, its lower processing capacity compared to the Lefroy Plant, and Northern Star’s focus on internal operations with limited toll processing in recent years, Kanowna Belle is unlikely to be a superior alternative for Lunnon.
Pantoro Gold Limited - Norseman Gold Project
Pantoro’s Norseman Gold Project, located approximately 200km south of Kalgoorlie, includes its 1Mtpa gold processing plant. However, Pantoro reports that that the plant has been operating above nameplate capacity at 1.2Mtpa. Given this plant is located almost 100km from Lady Herial and that it is operating above nameplate capacity, we consider this is not a viable alternative for Lunnon.
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Evolution Mining Limited – Mungari Operations
Evolution Mining Limited’s (‘ Evolution Mining ’) Mungari Operations are located 20km west of Kalgoorlie and include a 2Mtpa gold processing facility. Evolution Mining is currently commissioning an expansion to increase the plants processing capacity to 4.2Mtpa, with completion expected in the 2026 financial year (‘ FY ’). Given these upgrades, the Mungari facility is unlikely to be a viable option for processing Lunnon’s Lady Herial Ore.
Northern Star Limited – Fimiston Processing Plant
Northern Star’s Kalgoorlie Consolidated Gold Mines Operations include the 13Mpta Fimiston Processing Plant, located adjacent to the Super Pit in Kalgoorlie. The plant is currently undergoing significant upgrades to double its capacity to 27Mtpa by FY2029. As the Super Pit is one of Australia’s largest gold operations, the Fimiston Processing Plant is tightly aligned with Northern Star’s internal production strategy, with processing schedules, feed blends and recovery optimisation tailored to its own ore. Therefore, Northern Star has engaged in little toll processing in recent years, and the scale and timing of upgrades further limit feasibility of third-party access by Lunnon.
FMR Investments Pty Ltd – Greenfields Mill
FMR Investments Pty Ltd’s (‘ FMR Investments ’) Greenfields Mill is a 1Mtpa gold processing facility located approximately 3km east of Coolgardie. In March 2025, FMR Investments entered into an ore processing agreement with Horizon Minerals Limited, with final deliveries scheduled for August 2025. In April 2025, FMR Investments also signed an agreement with Matsa Resources Limited to process ore from the Devon Pit Gold Mine, with initial deliveries of 50,000t expected in September 2025. While these arrangements show a history of toll processing, limited publicly available information makes it difficult to assess whether the Greenfields Mill could accommodate additional third-party ore from Lunnon.
Black Cat Syndicate Limited – Lakewood Mill
Black Cat’s 1.2Mtpa Lakewood Mill is located approximately 6km southeast of Kalgoorlie and was acquired by Black Cat from Westgold on 31 March 2025. Since acquiring the Lakewood Mill, Black Cat reports it has been processing ore at 100% of nameplate capacity. The absence of spare capacity and the closer proximity of other gold processing plants to Lady Herial, mean the Lakewood Mill is unlikely to offer a superior alternative for Lunnon.
Northern Star Limited – Jubilee Plant
The 1.2Mtpa Jubilee plant is part of Northern Star’s South Kalgoorlie Operations. Despite being closer in proximity to Lady Herial than most other alternative processing plants, Northern Star reports the Jubilee plant has been placed on care and maintenance since September 2023 and, therefore, we consider it likely not a viable alternative for Lunnon.
Vault Minerals Limited – Randalls Gold Mine
Vault Minerals Limited’s (‘ Vault Minerals ’) Randalls Gold Mine includes a processing facility with a 1.3Mtpa nameplate capacity, located relatively close to Lady Herial. However, in FY2024, Vault Minerals reported the plant treated 1.24 million tonnes of ore, indicating it is operating near maximum capacity. As such, we consider the Randalls Plant is unlikely to represent a superior alternative for Lunnon.
Westgold Resources Limited – Higginsville Gold Operations
Westgold’s Higginsville Gold Operations, located approximately 75km South of the Beta Hunt Mine and within 50km of Lady Herial, include the 1.6Mtpa Higginsville processing plant. In April 2025, Westgold completed a scoping study supporting the potential expansion of the plant to 2.6Mtpa, with a final
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investment decision expected in FY2026. Westgold have previously engaged in external agreements, with historical examples including the 2024 ore purchase agreement with New Murchison Gold Limited and the 2017 toll-processing agreement with RNC Minerals.
The Higginsville plant’s proximity to Lady Herial, combined with Westgold’s toll processing history, suggests this may be a viable alternative for Lunnon. However, it is unclear whether the planned upgrades may limit feasibility.
Conclusion on alternative options
We are unaware of any alternative proposal that might offer the Shareholders a premium over the value resulting from the Proposed Transaction, nor do we have any basis to consider an alternate processing option represents a superior outcome.
12.2 Consequences of not approving the Proposed Transaction
Shareholders will remain exposed to a gold asset with no immediate ability to process gold ore
Lunnon currently holds a JORC-compliant MRE for its gold assets and intends to commence mining at Lady Herial by November 2025. If the Proposed Transaction is not implemented, Lunnon will lack the immediate capability to process Lady Herial Ore due to the absence of a processing facility. Consequently, Shareholders will be unable to benefit from the potential value uplift associated with Lunnon mining and selling gold agreed under the OPA.
Shareholders’ equity will be diluted if Lunnon undertakes an equity raise to fund the development of its own processing plant
If the Proposed Transaction is not implemented and Lunnon is unable to secure an alternative toll processor, the Company would likely need to develop its own processing plant to process the Lady Herial Ore it anticipates mining in-house. As set out in Section 10.2.1, the estimated construction cost for an appropriate processing facility would be $85 million. As of 8 September 2025, Lunnon’s market capitalisation is $61.8 million. Consequently, to fund the development of its own plant, Lunnon would likely be required to undertake an equity capital raise, further diluting Shareholders’ equity interests.
Potential impact on share price
We have analysed movements in Lunnon’s share price two months prior to, and since, details of the Proposed Transaction were first announced on 21 March 2025. A graph of Lunnon’s share price and trading volume leading up to, and following the announcement of the Proposed Transaction is set out below.
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==> picture [483 x 223] intentionally omitted <==
----- Start of picture text -----
LM8 share price and ASX trading volume history
0.400 2.5
0.350
2.0
0.300
0.250
1.5
0.200
1.0
0.150
0.100
0.5
0.050
0.000 0.0
Volume Share price
Closing share price ($)
Trading volume (millions)
----- End of picture text -----
Source: S&P CapIQ
The Proposed Transaction was announced on 21 March 2025. The 39-day VWAP of Lunnon’s shares prior to announcement of the Proposed Transaction (from the period of 21 January 2025 to 20 March 2025) was $0.207. The 116-day VWAP of Lunnon’s shares following the announcement of the Proposed Transaction was $0.260 (from the period of 21 March 2025 to 22 September 2025). This represents an increase in share price since the Proposed Transaction was announced.
Given the above analysis it is possible that if the Proposed Transaction is not approved, then Lunnon’s share price may decline. However, as the exact impact of the transaction on more recent share price movements is difficult to ascertain, noting that there has been a significant increase in Lunnon’s share price, it is conceivable that Lunnon’s share price may be unimpacted should Shareholders choose not to approve the Proposed Transaction.
12.3 Other considerations
We note the OPA allows Lunnon to reduce its percentage share to a minimum of 50%. In practice, at a gold price of AUD3,000/oz the incremental benefit to SIGMC from such a reduction is diminished and therefore does not alter our overall assessment of the Proposed Transaction as reasonable.
12.4 Advantages of approving the Proposed Transaction
We have considered the following advantages in our assessment of whether the Proposed Transaction is reasonable.
12.4.1. The Proposed Transaction is fair
As set out in Section 12, the Proposed Transaction is fair. RG 111.12 states that an offer is reasonable if it is fair.
12.4.2. The Proposed Transaction advances Lunnon’s KGN Project towards production
Lunnon is currently in the exploration and development phase, holding gold and nickel assets with no immediate capacity to process ore due to the absence of a processing plant. If implemented, the Proposed
36
Transaction will facilitate Lunnon’s progression towards the production phase by establishing a method for the sale and processing of the Lady Herial Ore, as agreed under the OPA.
12.4.3. The Proposed Transaction provides future cash flows for Lunnon’s Shareholders and to fund the Company’s operations
To date, Lunnon has not generated any revenue from the sale of gold or nickel. If the Proposed Transaction is implemented successfully, Lunnon will sell Lady Herial Ore to SIGMC, generating cash for Shareholders and providing the Company capital to fund its operations. As outlined in our assessment of Option 1 in Section 10.1, Lunnon Shareholders will benefit from the receipt of cash inflows from the sale of gold.
Additionally, if the Proposed Transaction is not implemented, one of the alternative options is for Lunnon to construct its own processing plant. In Section 10.2.1 we note that this would take approximately 1.5 years, delaying the receipt of cash flows. If the Proposed Transaction is implemented, Lunnon Shareholders can expect cash inflows beginning at the end of 2025 or early 2026. Therefore, the Proposed Transaction provides the fastest available route to generating cashflows, which would increase the likelihood of Shareholders receiving dividends.
12.4.4. The Proposed Transaction strengthens the relationship between Lunnon and Gold Fields
As at the date of our Report, SIGMC (wholly owned by Gold Fields) holds a 30.52% interest in Lunnon and is the largest substantial shareholder of the Company. The OPA fosters collaboration between Lunnon and Gold Fields, a large-scale global producer. Shareholders may benefit from any cost savings and increases in operational efficiency arising from this relationship between Gold Fields and Lunnon.
12.4.5. The 30% profit-share to be received by SIGMC under the OPA is representative of the costs to process the Lady Herial Ore
As outlined in Section 10.1, the processing costs forecast in the Adjusted Model account for approximately 33% of total costs associated with Lady Herial. This proportion is broadly consistent with the 30% profitshare allocated to SIGMC under the OPA. This demonstrates that the profit-share arrangement appropriately reflects the underlying cost structure.
12.5 Disadvantages of approving the Proposed Transaction
We have considered the following disadvantages in our assessment of whether the Proposed Transaction is reasonable.
12.5.1. Lunnon must sell the Lady Herial Ore to SIGMC for a profit share of 70% and will reduce the benefit of any future increase in its value
Lunnon is required to sell the Lady Herial Ore to SIGMC under the Proposed Transaction, receiving a profitshare equivalent to 70% of pre-tax cash flow, in line with the Payment Formula. This reduces the realisable value from gold sales from 100% and reduces the Company’s asset base, thereby diminishing the maximum benefit available to Shareholders. Furthermore, the Company reduces potential upside from any future increase in the gold price once title transfers to SIGMC.
By contrast, if Lunnon was to undertake the processing of the Lady Herial Ore in-house, the profit-share would not apply, allowing Shareholders to retain a greater proportion of the value derived from gold sales, assuming all other costs are comparable.
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12.5.2. Committing to selling the Lady Herial Ore to SIGMC removes the ability of the Company to attract new customers
By approving the Proposed Transaction, Lunnon must sell the Lady Herial Ore to SIGMC. This removes the ability of the Company to attract new customers wishing to enter into an offtake agreement for the Lady Herial Ore, which could potentially represent a superior deal to the Proposed Transaction. This limits the Company’s ability to take advantage of new customers.
12.5.3. The OPA will terminate
The OPA will terminate once SIGMC collects all Lady Herial Ore from Lunnon or for another reason as detailed in Section 4. Conversely, if the Proposed Transaction does not proceed and Lunnon successfully funds and constructs the KGN Plant, the Company would be positioned to process ore in-house, likely for Lady Herials’ life of mine and for other projects as well, without the profit-share arrangement.
The ability of Lunnon to process its ore beyond termination of the OPA represents an additional benefit for Shareholders which we have not captured in our fairness assessment.
13. Conclusion
We have considered the terms of the Proposed Transaction as outlined in the body of this Report and have concluded that, in the absence of an alternative offer, the Proposed Transaction is fair and reasonable to Shareholders.
38
14. Sources of information
This report has been based on the following information:
-
Draft Notice of Meeting on or about the date of this report
-
Audited financial statements of Lunnon for the years ended 30 June 2023, 30 June 2024 and 30 June 2025
-
Share registry information of Lunnon as at 23 September 2025
-
Ore purchase agreement dated 18 September 2025
-
Reserve Bank of Australia
-
Australian Financial Review
-
U.S. Geological Survey
-
S&P Capital IQ
-
Consensus Economics
-
Announcements made by Lunnon available through the ASX
-
Information available in the public domain
-
Discussions with Directors and Management of Lunnon.
15. Independence
BDO Corporate Finance Australia Pty Ltd is entitled to receive a fee of $35,000 (excluding GST and reimbursement of out of pocket expenses). The fee is not contingent on the conclusion, content or future use of this Report. Except for this fee, BDO Corporate Finance Australia Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.
BDO Corporate Finance Australia Pty Ltd has been indemnified by Lunnon in respect of any claim arising from BDO Corporate Finance Australia Pty Ltd’s reliance on information provided by Lunnon, including the non-provision of material information, in relation to the preparation of this report.
Prior to accepting this engagement BDO Corporate Finance Australia Pty Ltd has considered its independence with respect to Lunnon, SIGMC, Gold Fields and any of their respective associates with reference to ASIC Regulatory Guide 112 ‘Independence of Experts’. In BDO Corporate Finance Australia Pty Ltd’s opinion it is independent of Lunnon, SIGMC, and their respective associates.
A draft of this report was provided to Lunnon and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.
BDO is the brand name for the BDO International network and for each of the BDO Member firms.
BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).
16. Qualifications
BDO Corporate Finance Australia Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.
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BDO Corporate Finance Australia Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investments Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.
The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance Australia Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.
Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Fellow of Chartered Accountants Australia & New Zealand. He has over 35 years’ experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 750 public company independent expert’s reports under the Corporations Act or ASX Listing Rules and is a CA BV Specialist. Sherif Andrawes is the Corporate Finance Practice Group Leader of BDO in Western Australia, the Global Natural Resources & Energy Leader for BDO and a former Chairman of BDO in Western Australia.
Adam Myers is a Fellow of Chartered Accountants Australia & New Zealand and a member of the Joint Ore Reserves Committee. Adam’s career spans over 25 years in the audit and corporate finance areas. Adam is a CA BV Specialist and has considerable experience in the preparation of independent expert reports and valuations in general for companies in a wide number of industry sectors.
17. Disclaimers and consents
This report has been prepared at the request of Lunnon for inclusion in the Notice of Meeting which will be sent to all Lunnon shareholders. Lunnon engaged BDO Corporate Finance Australia Pty Ltd to prepare an independent expert's report to consider the Proposed Transaction as SIGMC is considered to be a related party to Lunnon under the ASX Listing Rules and will require shareholder approval under ASX Listing Rule 10.1.
BDO Corporate Finance Australia Pty Ltd hereby consents to this report accompanying the above Notice of Meeting. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement, or letter without the prior written consent of BDO Corporate Finance Australia Pty Ltd.
BDO Corporate Finance Australia Pty Ltd takes no responsibility for the contents of the Notice of Meeting other than this report.
We have no reason to believe that any of the information or explanations supplied to us are false or that material information has been withheld. It is not the role of BDO Corporate Finance Australia Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to Lunnon. BDO Corporate Finance Australia Pty Ltd provides no warranty as to the adequacy, effectiveness, or completeness of the due diligence process.
The opinion of BDO Corporate Finance Australia Pty Ltd is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time.
The forecasts provided to BDO Corporate Finance Australia Pty Ltd by Lunnon and its advisers are based upon assumptions about events and circumstances that have not yet occurred. Accordingly, BDO Corporate Finance Australia Pty Ltd cannot provide any assurance that the forecasts will be representative of results that will actually be achieved.
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With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Proposed Transaction, tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the shareholders of Lunnon, or any other party.
The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.
The terms of this engagement are such that BDO Corporate Finance Australia Pty Ltd is required to provide a supplementary report if we become aware of a significant change affecting the information in this report arising between the date of this report and the date of the meeting or during the exclusivity period.
Yours faithfully
BDO CORPORATE FINANCE AUSTRALIA PTY LTD
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Sherif Andrawes Director
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Adam Myers Director
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A endix 1 – Glossar of Terms pp y
| Reference | Definition |
|---|---|
| $ | Australian dollars |
| ABS | Australian Bureau of Statistics |
| Adjusted Model | A model provided by the directors of Lunnon to BDO which has been reviewed and adjusted by BDO where considered appropriate |
| AFCA | Australian Financial Complaints Authority |
| APES 225 | Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’ |
| ASIC | Australian Securities and Investments Commission |
| ASX | Australian Securities Exchange |
| AUD | Australian dollars |
| Aurenne | Aurenne Mt Ida Pty Ltd |
| Baker Deposit | Baker Nickel Deposit |
| BDO | BDO Corporate Finance Australia Pty Ltd |
| Bellevue | Bellevue Gold Limited |
| Bellevue Plant | Bellevue's 1Mtpa gold processing plant |
| Black Cat | Black Cat Syndicate Limited |
| CAPM | Capital Asset Pricing Model |
| COMEX | Commodity Exchange |
| DCF | Discounted Future Cash Flows |
| EPC | Engineering, Procurement and Construction |
| Evolution Mining | Evolution Mining Limited |
| The 90-day exclusivity period (as extended) between Lunnon and SIGMC to | |
| Exclusivity Period | negotiate the terms of a sale and purchase agreement in relation to the |
| Proposed Transaction | |
| FME | Future Maintainable Earnings |
| FMR Investments | FMR Investments Pty Ltd |
| Foster Mine | The Foster Nickel Mine |
| FSG | Financial Services Guide |
| Fund Finders | The number of ASX-listed exploration companies which have raised capital exceeding $10 million for the March 2025 quarter |
| FY | Financial Year |
| g/t | Grams per tonne |
| Gold Fields | Gold Fields Limited |
42
| Reference | Definition |
|---|---|
| GRE | GR Engineering Limited |
| JSE | Johannesburg Stock Exchange |
| KGN Plant | A potential gold processing plant located at Lunnon's KGN Project that is yet to be built |
| KGN Project | Lunnon’s Kambalda Gold and Nickel Project |
| km | Kilometres |
| km2 | Square kilometres |
| Lady Herial | The Lady Herial deposit |
| Lady Herial Ore | Gold ore mined from Lady Herial with a gold grade of at least 0.5 grams per dry tonne |
| Lakewood Mill | Black Cat's 1.2 Mtpa Lakewood gold processing facility |
| Lefroy Plant | The Lefroy gold plant |
| Lunnon | Lunnon Metals Limited |
| Lunnon Costs | The formula used to determine the costs incurred for Lunnon specified in the OPA |
| m | Metres |
| the Model | The model agreed by Lunnon and SIGMC which calculates the value of Lady Herial |
| MRE | Mineral Resources Estimate |
| Mt Ida Plant | Aurenne's 1.2Mtpa gold processing facility |
| Mtpa | Million tonnes per annum |
| MW | Megawatt |
| Ni | Nickel |
| Northern Star | Northern Star Resources Limited |
| NPV | Net Present Value |
| NYSE | New York Stock Exchange |
| OPA | Ore Purchase Agreement |
| Option 1 | The OPA |
| Option 2 | Lunnon processing the Lady Herial Ore in-house |
| oz | Ounces |
| Pantoro | Pantoro Limited |
| Pantoro Plant | Pantoro's 1Mtpa gold processing plant |
| Payment Formula | The formula used to determine the monthly payments SIGMC will make to Lunnon under the OPA |
| The proposed transaction where the Company will sell, and SIGMC will purchase, | |
| Proposed Transaction | the Lady Herial Ore on the terms contained in the OPA, including any variations, |
| extensions or waivers contemplated by the OPA. |
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| Reference | Definition |
|---|---|
| RBA | Reserve Bank of Australia |
| our Report | This Independent Expert’s Report prepared by BDO |
| RG 111 | Content of expert reports (March 2011) |
| RG 112 | Independence of experts (March 2011) |
| RG 76 | Related party transactions |
| SAG | Semi-autogenous Grinding |
| Shareholders | Non-associated shareholders of Lunnon |
| SIGMC | St Ives Gold Mining Company Pty Ltd |
| SIGMC Costs | The formula used to determine the costs incurred for SIGMC specified in the OPA |
| t | Metric tonnes |
| the Company | Lunnon Metals Limited |
| US | United States |
| Vault Minerals | Vault Minerals Limited |
| WA | Western Australia |
| WACC | Weighted Average Cost of Capital |
| Westgold | Westgold Resources Limited |
Copyright © 2025 BDO Corporate Finance Australia Pty Ltd
All rights reserved. No part of this publication may be reproduced, published, distributed, displayed, copied or stored for public or private use in any information retrieval system, or transmitted in any form by any mechanical, photographic or electronic process, including electronically or digitally on the Internet or World Wide Web, or over any network, or local area network, without written permission of the author. No part of this publication may be modified, changed or exploited in any way used for derivative work or offered for sale without the express written permission of the author.
For permission requests, write to BDO Corporate Finance Australia Pty Ltd, at the address below:
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A endix 2 – Valuation Methodolo ies pp g
Methodologies commonly used for valuing assets and businesses are as follows:
1 Net asset value
Asset based methods estimate the market value of an entity’s securities based on the realisable value of its identifiable net assets. Asset based methods include:
-
Orderly realisation of assets method
-
Liquidation of assets method
-
Net assets on a going concern method
The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.
The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.
Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity’s valuation.
Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.
These asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when an entity is not making an adequate return on its assets, a significant proportion of the entity’s assets are liquid or for asset holding companies.
2 Quoted market price basis
A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a liquid and active market in that security.
3 Capitalisation of future maintainable earnings
This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.
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The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.
The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax or earnings before interest, tax, depreciation and amortisation. The capitalisation rate or ‘earnings multiple’ is adjusted to reflect which base is being used for FME.
4 Discounted future cash flows
The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.
Considerable judgement is required to estimate the future cash flows which must be able to be reliably estimated for a sufficiently long period to make this valuation methodology appropriate.
A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.
DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start-up phase, or experience irregular cash flows.
5 Market-based assessment
The market based approach seeks to arrive at a value for a business by reference to comparable transactions involving the sale of similar businesses. This is based on the premise that companies with similar characteristics, such as operating in similar industries, command similar values. In performing this analysis it is important to acknowledge the differences between the comparable companies being analysed and the company that is being valued and then to reflect these differences in the valuation.
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A endix 3 – Discount Rate pp
Determining an appropriate discount rate, or cost of capital, for a project requires the identification and consideration of a number of factors that affect the returns and risks of a project, as well as the application of widely accepted methodologies for determining the returns of a project.
The discount rate applied to the forecast cash flows from a project represents the financial return that will be required before an investor would be prepared to acquire (or invest in) the project.
In our assessment of the appropriate discount rate to be adopted in the Adjusted Model, we consider the most appropriate discount rate to be the post-tax WACC. This is because we are discounting the cash flows at the project level prior to any financing considerations.
Our adopted discount rate reflects the WACC of a hypothetical market acquirer of Lady Herial. In our initial assessment of the appropriate discount rate, we have considered comparable ASX-listed gold companies that were in the production phase of the mining life cycle as at the Valuation Date.
Cost of equity and CAPM
The capital asset pricing model (‘ CAPM ’) is commonly used in determining the market rates of return for equity type investments and project evaluations. In determining a business’ WACC, the CAPM results are combined with the cost of debt funding. WACC represents the return required on the business, whilst CAPM provides the required return on an equity investment.
CAPM is based on the theory that a rational investor would price an investment so that the expected return is equal to the risk-free rate of return plus an appropriate premium for risk. CAPM assumes that there is a positive relationship between risk and return, that is, investors are risk averse and demand a higher return for accepting a higher level of risk.
CAPM calculates the cost of equity and is calculated as follows:
| CAPM | |
|---|---|
| Ke | = Rf+ β x (Rm– Rf) |
| Where: | |
| Ke | = expected equity investment return or cost of equity in nominal terms |
| Rf | = risk free rate of return |
| Rm | = expected market return |
| Rm– Rf | = market risk premium |
| β | = equity beta |
The individual components of CAPM are discussed below.
Risk-free rate (Rf)
The risk-free rate is typically approximated by reference to a government bond rate with a maturity approximately equivalent to the timeframe over which the returns from the assets are expected to be received.
In determining an appropriate 2-year bond rate to use as a proxy for the risk-free rate, we have considered the 2-year Australian Government bond rate as at our Valuation Date of 1 September 2025, as
47
sourced from the RBA. We have considered the Australian Government bond rate as a proxy for the riskfree rate, as the Adjusted Model forecasts cash flows generated in Australian dollars.
Based on our analysis, we have used a risk-free rate of 3.34% in our discount rate assessment.
Market risk premium (Rm – Rf)
The market risk premium represents the additional return that investors expect from an investment in a well-diversified portfolio of assets. In order to determine an appropriate market risk premium in Australia, we have had regard to current as well as historical levels of the market risk premium. We have considered surveys of market risk premiums conducted by Professor Fernandez, Garcia and Acin of the University of Navarra’s IESE Business School, research by Professor Damodaran of the Stern School of Business at New York University and premiums typically adopted by other valuation practitioners. Based on our analysis and our professional judgement, we have used a market risk premium of 6% in our assessment.
Equity beta
Beta is a measure of volatility or systematic risk of an investment relative to the market. A beta greater than one implies that an investment’s return will outperform the market’s average return in a bullish market and underperform the market’s average return in a bearish market. On the other hand, a beta less than one implies that the business will underperform the market’s average return in a bullish market and outperform the market’s average return in a bearish market.
Equity betas are normally estimated using either an historical beta or an adjusted beta. The historical beta is obtained from the linear regression of a stock’s historical data and is based on the observed relationship between the security’s return and the returns on an index. An adjusted beta is calculated based on the assumption that the relative risk of the past will continue into the future, and is hence derived from historical data. It is then modified by the assumption that a stock will move towards the market over time, taking into consideration the industry risk factors, which make the operating risk of the company greater or less risky than comparable listed companies.
It is important to note that it is not possible to compare the equity betas of different companies without having regard to their gearing levels. It is generally accepted that a more valid analysis of betas can be achieved by ‘ungearing’ the equity beta to derive an asset beta (βa) by applying the following formula:
| Asset beta (βa) | |
|---|---|
| βa | = β / (1+(D/E x (1-t)) |
| Where: | |
| βa | = ungeared or asset beta |
| β | = equity beta |
| D | = value of debt |
| E | = value of equity |
| t | = corporate tax rate |
Selected equity beta (β)
In order to assess the appropriate equity beta, we have had regard to the equity beta of comparable listed gold producing companies. The ASX-listed companies identified have similar projects to Lady Herial, in respect of commodity type, location and industry exposure.
The betas below have been assessed over a 4-year period using weekly, returns, against the S&P/ASX All Ordinaries Index.
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The list of comparable companies we selected are set out below:
| Company | Market cap. 1 Sep 2025 ($m) |
Geared Beta (β) |
Gross Debt/ Equity (%) |
Ungeared Beta (βa) |
R2 |
|---|---|---|---|---|---|
| Lunnon Metals Limited | 59.11 | 0.70 | 0% | 0.70 | 0.01 |
| Auric Mining Limited | 37.20 | 1.04 | 0% | 1.04 | 0.03 |
| Beacon Minerals Limited | 232.55 | 0.77 | 12% | 0.71 | 0.03 |
| Catalyst Metals Limited | 2,001.52 | 0.74 | 3% | 0.72 | 0.01 |
| New Murchison Gold Limited | 214.26 | 0.39 | 0% | 0.39 | 0.00 |
| Northern Star Resources Limited | 28,714.68 | 1.13 | 11% | 1.04 | 0.12 |
| Ora Banda Mining Limited | 1,699.06 | 1.52 | 14% | 1.38 | 0.07 |
| Pantoro Gold Limited | 1,931.49 | 1.26 | 15% | 1.14 | 0.07 |
| Westgold Resources Limited | 3,501.01 | 1.12 | 7% | 1.06 | 0.07 |
| Mean | 4,791.47 | 0.99 | 8% | 0.93 | 0.05 |
| Median | 1,815.27 | 1.08 | 9% | 1.04 | 0.05 |
Source: S&P CapIQ and BDO analysis
Descriptions of the identified comparable companies are provided at the end of this appendix.
In selecting an appropriate equity beta for Lady Herial, we have considered the similarities and differences of Lady Herial compared to the set of comparable companies as set out above. The similarities and differences noted are:
-
The comparable companies are all gold producers
-
The comparable companies are all listed on the ASX
-
The producing assets of the comparable companies are located predominantly in WA
-
Although not all companies on the list have similar metrics across each of the assessed factors, we still consider them to be comparable companies as they have sufficient similarities on an overall basis.
In selecting an appropriate ungeared beta, we have considered the ungeared betas of the comparable companies along with the above factors. As set out in the table above, the ungeared betas of the comparable companies, based on weekly returns over a 4-year period, ranges from 0.39 to 1.38, with a mean and median of 0.93 and 1.04, respectively.
Based on our analysis, we consider an appropriate ungeared equity beta to be in the range of 1.00 to 1.10 for Lady Herial.
Gearing
The discount rate assessment requires an assessment of the proportion of funding provided by debt and equity (i.e. gearing ratio) over the forecast period.
The gearing ratio should represent the level of debt that the asset can reasonably sustain (i.e. the higher the expected volatility of cash flows, the lower the debt levels that can be supported). The optimum level of gearing will differentiate between assets and will include:
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The variability in earnings streams.
-
Working capital requirements.
-
The level of investment in tangible assets.
-
The nature and risk profile of tangible assets.
49
We have assumed a gross debt to equity ratio of 15% having consideration to the capital structure of Lunnon. We have regeared our adopted ungeared beta range based on the adopted gearing ratio, which derived a regeared beta range of between 1.11 and 1.22.
Cost of equity
We have assessed the cost of equity of a hypothetical acquirer of Lady Herial to be in the range of 9.96% to 10.63%.
| Input | Value Low |
adopted High |
|---|---|---|
| Risk-free rate of return | 3.34% | 3.34% |
| Equity market risk premium | 6.0% | 6.0% |
| Beta (regeared) | 1.11 | 1.22 |
| Cost of equity | 9.97% | 10.64% |
Source: S&P CapIQ and BDO analysis
Cost of debt
We have considered the cost of debt of the above comparable companies, and consider a cost of debt range 6.00% to 8.00% to be appropriate.
Tax rate
We have adopted an effective tax rate of 30%, based on the Australian corporate tax rate.
WACC (Post-tax)
The WACC represents the market return required on the assets by debt and equity providers. The WACC is used to assess the appropriate commercial rate of return on the capital invested in the business, acknowledging that normally funds invested consist of a mixture of debt and equity funds. Accordingly, the discount rate should reflect the proportionate levels of debt and equity relative to the level of security and risk attributable to the investment.
The commonly used WACC formula is the post-tax WACC, without adjustment for dividend imputation, which is detailed in the below table:
| WACC | |
|---|---|
| WACC | =EKe +DKd (1–t) E+D D+E |
| Where: | |
| Ke | = expected return or discount rate on equity |
| Kd | = interest rate on debt (pre-tax) |
| T | = corporate tax rate |
| E | = market value of equity |
| D | = market value of debt |
| (1- t) | = tax adjustment |
50
Using the inputs discussed above results in a post-tax WACC in the range of 9.22% to 9.98%, as set out in the table below.
| WACC | Value | adopted |
|---|---|---|
| Low | High | |
| Cost of equity (Ke) | 9.97% | 10.64% |
| Cost of debt (Kd) (pre-tax) | 6.00% | 8.00% |
| Proportion of equity (E/(E+D) | 86.96% | 86.96% |
| Proportion of debt (D/(E+D) | 13.04% | 13.04% |
| Post-tax WACC | 9.22% | 9.98% |
Source: S&P CapIQ and BDO analysis
Based on the rounded midpoint of this range, we consider a post-tax WACC of 9.50% to be appropriate for the purpose of our DCF valuation of Option 1 and Option 2.
Set out below are the company descriptions of the companies we considered in our comparable company analysis.
| Company name | Business description |
|---|---|
| Auric Mining Limited engages in exploration, development, mining, and production of gold in | |
| Australia. The company also explores for nickel, lithium, and rare earth elements. Its flagship | |
| Auric Mining Limited | project is the 100% owned Jeffreys Find gold mine operation located in Goldfields, the region of |
| Western Australia. Auric Mining Limited was incorporated in 2019 and is based in East Perth, | |
| Australia. | |
| Beacon Minerals Limited |
Beacon Minerals Limited, together with its subsidiaries, engages in the mineral exploration, development, and production activities in Western Australia. It primarily explores for gold. The company was incorporated in 2006 and is based in Boulder, Australia. |
| Catalyst Metals Limited |
Catalyst Metals Limited explores and evaluates mineral properties in Australia. It explores for gold and silver deposits. Catalyst Metals Limited was incorporated in 2006 and is headquartered in Perth, Australia. |
| New Murchison Gold Limited engages in the mineral exploration activities in Australia. The | |
| company explores for gold. Its flagship property is the Garden Gully property consisting of 677 | |
| New Murchison Gold | square kilometres tenure package located in the Abbotts Greenstone Belt north of Meekatharra. |
| Limited | The company was formerly known as Ora Gold Limited and changed its name to New Murchison |
| Gold Limited in November 2024. New Murchison Gold Limited was incorporated in 2003 and is | |
| based in West Perth, Australia. | |
| Northern Star Resources Limited engages in the exploration, development, mining, and processing | |
| Northern Star | of gold deposits. The company also sells refined gold. It operates in Western Australia, the |
| Resources Limited | Northern Territory, and Alaska. The company was incorporated in 2000 and is headquartered in |
| Subiaco, Australia. | |
| Ora Banda Mining Limited engages in the exploration, operation, and development of mineral | |
| Ora Banda Mining Limited |
properties in Australia. It primarily explores for gold, nickel, copper, lithium, and base metal deposits, as well as sells gold. The company was formerly known as Eastern Goldfields Limited and changed its name to Ora Banda Mining Limited in June 2019. Ora Banda Mining Limited was |
| incorporated in 2002 and is based in Subiaco, Australia. | |
| Pantoro Gold Limited, together with its subsidiaries, engages in the gold mining, processing, and | |
| exploration activities in Western Australia. It holds 100% interest in the Norseman Gold project | |
| Pantoro Gold | tenure of approximately 1,000 square kilometres located in the Eastern Goldfields of Western |
| Limited | Australia. The company was formerly known as Pantoro Limited and changed its name to Pantoro |
| Gold Limited in April 2025. Pantoro Gold Limited was incorporated in 1986 and is based in West | |
| Perth, Australia. | |
| Ramelius Resources Limited engages in the exploration, evaluation, mine development and | |
| Ramelius Resources | operation, production, and sale of gold. The company operates through three segments: Mt |
| Limited | Magnet, Edna May, and Exploration. It holds a portfolio of projects in Australia. The company was |
| incorporated in 1979 and is based in Perth, Australia. | |
| Westgold Resources Limited engages in the exploration, operation, development, mining, and | |
| treatment of gold and other assets primarily in Western Australia. It operates through: Bryah | |
| Westgold Resources | Operations, Murchison Operations, and other segments. The company’s assets include Bryah |
| Limited | Operations, Murchison Operations, Meekatharra Gold Operations, and Cue Gold Operations that |
| comprise various mining titles covering 1,300 square kilometres in the Murchison region. Westgold | |
| Resources Limited was incorporated in 1987 and is based in Perth, Australia. |
Source : S&P Capital IQ and BDO analysis
51
1300 138 991
AUDIT • TAX • ADVISORY
www.bdo.com.au
NEW SOUTH WALES NORTHERN TERRITORY QUEENSLAND SOUTH AUSTRALIA
BDO Corporate Finance Australia Pty Ltd ABN 70 050 038 170 AFS Licence No 247420 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance Australia Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
TASMANIA
VICTORIA
WESTERN AUSTRALIA
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Lunnon Metals Limited | ABN 82 600 008 848
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Your proxy voting instruction must be received by 10:00am (AWST) on Tuesday, 04 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Lunnon Metals Limited, to be held at 10:00am (AWST) on Thursday, 06 November 2025 at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
STEP 2 - Your voting direction
Resolutions For Against Abstain
1 Approval of Ore Purchase Agreement
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
| / | / | ||||||||||||||||||||||||||||||||||||||||
| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |
8 OCTOBER 2025
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Dear Shareholder
Notice of General Meeting – 6 November 2025
Lunnon Metals Limited ( ASX:LM8 ) ( Lunnon Metals or the Company ) advises that it will hold a General Meeting (GM) of shareholders on Thursday, 6 November 2025 commencing at 10.00am (AWST).
In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has made a valid election to receive such documents in hard copy. Instead, the Notice of Meeting can be viewed and downloaded from ASX’s website (www.asx.com.au) or the Company’s website using the following link: www.lunnonmetals.com.au/meetings
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting, please contact the Company’s Company Secretary on + 61 8 6424 8848 or [email protected].
You may vote by attending the GM in person (or by attorney), by proxy or by appointing a corporate representative. The Company strongly encourages shareholders to lodge a directed Proxy Voting Form prior to the GM. You can submit your proxy appointment using one of the following methods:
Online : https://investor.automic.com.au/#/loginsah or by scanning the QR code on the proxy form. Use the Company code “LM8” and your Holder Number (shown at the top of the Proxy Voting Form). Once logged in, click “Meetings”. Post : Automic, GPO Box 5193, Sydney NSW 2001 Email : [email protected] Fax : +61 2 8583 3040
Your online vote or Proxy Voting Form must be received by 10.00am (AWST) on Tuesday, 4 November 2025 for the GM . Any online votes or Proxy Voting Forms received after this time will not be valid for the GM, and for your vote to count, you (or your attorney) must vote at the GM.
If you are attending the GM in person, please bring the Proxy Voting Forms with you for registration.
The Company encourages shareholders to provide an email address so we can communicate with you electronically for items such as notices of meeting and annual reports. Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review or update your communication preferences, please visit the Company’s share registry website at https://investor.automic.com.au/#/home, or call 1300 288 664 or +61 2 9698 5414.
Yours sincerely
Nicole Jeanneret Company Secretary
LUNNON METALS LIMITED | ASX:LM8 | ABN 82 600 008 848 | [email protected] | www.lunnonmetals.com.au POSTAL ADDRESS | PO Box 470 West Perth WA 6872 | Ph +61 8 6424 8848 REGISTERED ADDRESS | Suite 10, Level 3, 33 Richardson Street, West Perth WA 6005