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PROSPECTUS

M3 MINING LIMITED ACN 644 548 434

For the initial Offering of 23,000,000 Shares at an issue price of $0.20 per Share to raise $4,600,000 (before costs) ( Offer ).

Important Information

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

An investment in the Shares offered by this Prospectus should be considered as speculative

Lead Manager of the Offer

Discovery Capital Partners

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1.	Important Information....................................................................................................................................1
2.	Corporate Directory.........................................................................................................................................3
3.	Key Information and Indicative Timetable....................................................................................4
4.	Investment Overview......................................................................................................................................5
5.	Chairman’s Letter............................................................................................................................................18
6.	Details of the Ofer.........................................................................................................................................20
7.	Company and Projects Overview.....................................................................................................30
8.	Directors, Key Management and Corporate Governance............................................43
9.	Independent Geologist’s Report........................................................................................................53
10.	Mining Tenement Report........................................................................................................................126
11.	Financial Information.................................................................................................................................148
12.	Independent Assurance Report.......................................................................................................158
13.	Risk Factors.......................................................................................................................................................163
14.	Material Contracts.......................................................................................................................................170
15.	Additional Information..............................................................................................................................173
16.	Directors’ Authorisation..........................................................................................................................183
17.	Glossary................................................................................................................................................................184

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01 | IMPORTANT NOTICES

1.1 Important Notice

This Prospectus is dated 26 May 2021 and was lodged with ASIC on that date. The ASX, ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. The expiry date of this Prospectus is that date which is 13 months after the date this Prospectus was lodged with ASIC. No Shares may be issued on the basis of this Prospectus after that expiry date.

This document is important and should be read in its entirety before deciding to participate in the Offer. The Shares the subject of this Prospectus should be considered speculative. This document does not take into account the investment objectives, financial, taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to their particular needs, and consider their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult their stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 13.

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

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

Persons wishing to apply for Shares pursuant to the Offer must do so using the Application Form accompanying this Prospectus either in paper form or online form. Online Applications for Shares under the Offer must be made by following the instructions at https://investor.automic.com.au/#/ipo/m3mining. The Corporations Act prohibits any person passing onto another person an Application Form unless it accompanies a complete copy of this Prospectus.

By completing and submitting an Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this Prospectus.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company or the Directors in relation to the Offer. You should only rely on information in this Prospectus.

1.2 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at https://investor.automic.com.au/#/ipo/ m3mining. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must only access this Prospectus from within Australia. Persons having received a copy of this Prospectus in its electronic form may obtain a paper copy of this Prospectus and any supplementary prospectus and a paper version of the Application Form (free of charge) by contacting the Company at on +61 8 6365 5200 between 9.00am and 5.00pm (WST) Monday to Friday.

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 1, 3 Ord Street, West Perth, Australia during normal business hours.

Applications for Shares under the Offer will only be accepted by submitting an Application Form which accompanies this Prospectus either in paper form or online form. The Corporations Act prohibits any person from passing onto another person an Application Form unless it is accompanied by a complete unaltered copy of this Prospectus. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form.

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

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IMPORTANT NOTICES

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1.3 Overseas Applicants

The offer of Shares made pursuant to this Prospectus is not made to persons to whom, or places in which, it would be unlawful to make such an offer of Shares. No action has been taken to register or qualify the Offer under this Prospectus or otherwise permit the Offer to be made in any jurisdiction outside of Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law in those jurisdictions and therefore persons who come into possession of this Prospectus should seek legal advice on, and observe, any of those restrictions. Failure to comply with these restrictions may violate securities laws.

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

1.4 Forward looking statements

This Prospectus may contain forward-looking statements which are identified by words such as ‘may’, ‘should’, ‘will’, ‘expect’, ‘anticipate’, ‘believes’, ‘estimate’, ‘intend’, ‘scheduled’ or ‘continue’ or other similar words. Such statements and information are subject to risks and uncertainties and a number of assumptions, which may cause the actual results or events to differ materially from the expectations described in the forward looking statements or information.

While the Company considers the expectations reflected in any forward looking statements or information in this Prospectus are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors outlined in Section 13, as well as other matters not yet known to the Company, or not currently considered material to the Company, may cause actual events to be materially different from those expressed, implied or projected in any forward looking statements or information. Any forward looking statement or information contained in this Prospectus is qualified by this cautionary statement.

1.5 Competent Persons Statement

The information in this Prospectus including in the Independent Geologist’s Report in Section 9 that relates to Mineral Resources and Exploration Results for the Projects is based on and fairly represents information and supporting documentation prepared by Lily Valley International Ltd under the supervision of Mr Jeremy Clark. Mr Clark is a full time employee of Lily Valley International Ltd and a Member of the Australasian Institute of Mining and Metallurgy. Lily Valley International Ltd has been engaged as an independent consultant to the Company and Mr Clark has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves (JORC Code). Mr Clark consents to the inclusion of this information in this Prospectus that relates to Mineral Resources and Exploration Results for the Projects in the form and context in which it appears and to the inclusion of the Independent Geologist’s Report in Section 9.

1.6 Definitions

A number of defined terms are used in this Prospectus. Unless the contrary intention appears, the context requires otherwise or words are defined in Section 17, words and phrases in this Prospectus have the same meaning and interpretation as in the Corporations Act or Listing Rules.

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02 | CORPORATE DIRECTORY
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02 | CORPORATE DIRECTORY

Directors

Russell Davis Non-Executive Chairman Simon Eley Executive Director Ariel Edward (Eddie) King Non-Executive Director

Lead Manager

Discovery Capital Partners Level 1, 3 Ord Street West Perth WA 6005

Company Secretary Benjamin Donovan

Registered Office

Level 1, 3 Ord Street West Perth WA 6005

Company Telephone

+61 (08) 6365 5200

Share Registry*

Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000

Telephone:

1300 288 644 (within Australia) +61 (02) 9698 5414 (outside Australia) Facsimile: +61 (02) 8583 3040

Investigating Accountant

William Buck Consulting (WA) Pty Ltd 3/15 Labouchere Road South Perth WA 6151

Lawyers

GTP Legal 68 Aberdeen Street Northbridge WA 6003

Auditors

William Buck Audit (WA) Pty Ltd 3/15 Labouchere Road South Perth WA 6151

Company Website

M3mining.com.au

Proposed ASX Code

M3M

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

03 | KEY INFORMATION AND INDICATIVE TIMETABLE

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Description Amount
Price per Share under the Offer $0.20
Number of Shares offered under the Offer 23,000,000
Amount to be raised under the Offer (before costs) $4,600,000
Total proforma cash on completion of the Offer (after costs of the Offer) $4,953,936
Total Shares on issue on completion of the Offer 36,925,003
Options on issue as at the date of this Prospectus [1] 5,800,000
Total Options on issue on completion of the Offer [2] 7,800,000
Indicative market capitalisation post listing at the Offer Price [3] $7,385,001
Enterprise Value at the Offer Price [3,4] $2,431,065
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1. Comprising:

a. Adviser Options issued to the Lead Manager for services provided to the Company prior to the Offer, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2.
b. a total of 4,800,000 Incentive Options issued to the Directors and the Company Secretary as reasonable remuneration for future services to be provided to the Company, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2.

2. 2,000,000 Adviser Options to be issued to the Lead Manager on completion of the Offer, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2.

3. Indicative market capitalisation is determined by the price of the Offer multiplied by the total number of Shares on completion of the Offer.

4. Enterprise Value is equal to the market capitalisation of the Company less the expected pro forma net cash on completion of the Offer.

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Indicative timetable Date
Lodgement of this Prospectus with ASIC 26 May 2021
Opening Date for the Offer 3 June 2021
Closing Date for the Offer 24 June 2021
Issue of Shares under the Offer 15 July 2021
Dispatch of holding statements 19 July 2021
Expected date for Official Quotation on the ASX 22 July 2021
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The above dates are indicative only and may change without notice. The Company and the Lead Manager reserve the right to extend the Closing Date or close the Offer early without notice.

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04 Investment Overview

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INVESTMENT OVERVIEW

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This Section is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. The Shares offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.

4.1 Company Overview

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Topic Summary Details
Who is the M3 Mining Limited ACN 644 548 434 ( Company ), proposed ASX Code: Section 1
issuer of the M3M
Prospectus?
Who is the The Company is an Australian public company incorporated on 22 Section 7
Company and September 2020. Since incorporation the Company has focussed on
what does it identifying and acquiring prospective mineral exploration projects. In
do? January 2021 the Company acquired the Projects.
What are the The Company holds 100% of the interests in the Projects comprising the: Section 7
Company’s key • Edjudina Project; and
assets?
• Victoria Bore Project.
Edjudina Project
The Edjudina Project comprises six licences held (E31/1140, E31/1141,
E31/1168, E31/1249 and P31/2113) or under application (E31/1258) by
the Company which are located approximately 150 km north east of
the regional city of Kalgoorlie in Western Australia. The Project can be
accessed via excellent quality tarred and gravel roads while the tenement
areas are readily accessible by gravel and station access roads. The local
roads, while requiring upgrade to support any mining operations, are
currently accessible all year-round and suitable for access by exploration
teams and associated equipment including drill rigs.
No large-scale mining has occurred within the tenement area, however
historical near surface workings can be observed throughout the region,
particularly within and along strike of the previous mines in the Yilgangi
Mining Field.
Several phases of grassroots exploration have been undertaken within the
tenement package which identified several priority target areas. Historical
works included geochemical sampling, mapping, Aircore, RAB and RC
drilling along with various large scale geophysical surveys. Geochemical
sampling was completed across large areas of the tenements, however
typically on larger than 400m spacings via conventional soil sampling or
auger drilling. While several anomalies were identified, only limited areas
of wide spaced ‘follow-up’ RAB and Aircore drilling was completed. RC
drilling has been completed on two areas in the tenements and one
directly adjacent to the tenements however this is very limited with the
majority of the anomalous regions never systematically explored.
Based on the supplied data, gold mineralisation within the tenements is
likely in line with the commonly observed Eastern Goldfields shear hosted
style. Given the tenements are either along strike, or along interpreted
structures of the highly structurally controlled Yilgangie Goldfield,
mineralisation within the tenements is likely to be highly structurally
controlled requiring phased exploration methods. There is potential for
variable styles of mineralisation to occur, of note is the anomaly in the
northern tenement in E 31/1140, which occurs within both the felsic and
sedimentary rock units.
The Edjudina tenement package shows good potential to define further
gold mineralisation with multiple drill ready targets, along with medium to
long term prospects that have had limited effective exploration completed
to date. While some phases of exploration have been completed historically,
a large proportion of the grassroots exploration, such as aircore and RAB
drilling, has been ineffective due to the depth of soil cover in the region,
limited depth of historical drilling and potential style of mineralisation.
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INVESTMENT OVERVIEW

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Topic Summary Details
What are the Victoria Bore Project Section 7
Company’s key Victoria Bore Project is contained within one tenement application which
assets? the Company expects will be granted prior to the close of the Offer
(E08/3220) and one tenement application (E08/3326) which are centred
on the historic Victoria Bore Project copper mine which, according to
historical mining records, produced high copper grades averaging 32.7%
Cu for 62.5 t of copper from near surface in the 1950’s. The Victoria Bore
Project is located approximately 120 km south of the coast town of Onslow
and 130km south east of Exmouth in Western Australia. The tenements lie
adjacent to the North West Coastal Highway and are readily accessible by
gravel tracks. The local roads, while requiring upgrade to support mining
operations, are accessible year-round and suitable to support ongoing
exploration teams and associated equipment including drill rigs during
the drilling season which could be restricted by weather conditions such
as cyclones and extreme heat.
While no major mining has been undertaken, the small-scale historical
Victoria Copper Mine mineralisation was discovered around 1914 with
workings covering a length of 130 metres via a series of shallow shafts, 1-2
metres wide, with the main shaft to a depth of 21 metres with three drives.
Limited exploration has occurred within the tenement with no systematic
exploration ever undertaken. In 2012 Auricup contracted Khumsup Ltd
to conduct a MLEM survey over a 1 km strike length of the mineralised
structure centred on the mine workings designed to identify potential strike
and depth extension to the existing mineralisation. The survey identified
two shallow, relatively strong late time conductors, possibly associated
with mineralisation. The northern most conductor (T1) is at least 400
metres long and remains open to the north, though given the length of the
conductor it most likely has a stratigraphic source. The second conductor
(T2) is a discrete, short strike length conductor located to the south of T1
and covers the area near the historic workings.
Recent spoil dump samples show consistency with the documented grades
from mining with samples ranging from 6.8% up to 49% Cu. The oxide
zone copper species (carbonates, silicates and oxides) mainly occurred
as infill in brecciated quartz veining whereas the chalcocite was mainly
found as massive zones with accessory oxide zone phases. No primary
copper sulphides were identified in the mine spoil which is consistent
with the documentation that the mine working never intersected fresh
rock. The highest copper values were associated with the chalcocite-rich
transitional samples (28.3 – 48.6% Cu) however material amounts of Ag,
Au and Bi can be observed.
The project is at a very early stage of geological understanding with good
exploration potential in both the short and medium term. An initial drilling
program along with systematic exploration methods will be applied in a
phased exploration program. The limited exploration and production to
date has focused on the near surface oxide material within the vicinity of
the main shaft with no exploration testing the depth or strike extensions
of the mineralisation.
What are the The Company’s main objectives on completion of the Offer and admission Section 6.3
Company’s to the Official List is to:
objectives • Focus on mineral exploration of resources opportunities that
following have the potential to deliver value and growth for Shareholders,
completion of within its Projects, either by its own exploration and development
the Offer? activities, or by securing joint venture partners;
• Systematically explore the Company’s Projects;
• Conduct scoping studies and other economic evaluation studies
on its Projects, if successful and when appropriate; and
• Pursue a growth strategy by evaluating and acquiring other
resource opportunities that have a strategic fit for the Company
and have the potential to deliver growth for Shareholders.
The Directors are satisfied that on completion of the Offer the Company
will have sufficient funds to carry out its stated objectives.
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INVESTMENT OVERVIEW

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Topic Summary Details
What material The Company is a party to the following material contracts:
contracts has • Lead Manager Mandate; and
the Company
entered into? • Access and compensation agreements with pastoralists in
respect of the Projects.
What is the Given the current status of the Company’s Projects and the speculative Section 11
financial nature of its business as an early stage exploration company, the Directors
outlook for the do not consider it is appropriate to forecast future earnings.
Company?
Relevant financial information in respect of the Company, including a pro-
forma Statement of Financial Position detailing the effect of the Offers, is
set out in the Independent Assurance Report in Section 12.
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INVESTMENT OVERVIEW

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4.2 Board and key management

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Topic Summary Details
Who are the The Board comprises: Section 8.1
Directors of the • Russell Davis – Non-Executive Chairman; and
Company?
• Simon Eley – Executive Director;
• Ariel Edward (Eddie) King - Non-Executive Director.
As a small exploration company the Company is highly reliant on its
Board. There are no other key management in the Company.
Refer to Section 8.1 for details of the relevant experience and expertise of
the Directors.
What are the The interests of the Directors are detailed in Section 8.3 to 8.8. This Sections 8.3,
significant includes the security holdings of Directors set out in Section 8.5. 8.5, 8.7 and
interests of Section 8.8 sets out details of related party agreements and transactions 8.8
Directors in the with the Company from which the Directors may benefit. These comprise
Company? customary executive service agreements, consultancy agreements,
director appointments and deeds of indemnity, insurance and access.
In addition, the Company acquired one of the tenements in relation to
the Victoria Bore Project from the Vendor, Simon Eley and the Edjudina
Project from the Vendor Strada D’Oro Pty Ltd. The Vendors’ relationship
with the Company is as follows:
• Simon Eley is the Executive Director of the Company; and
• Strada D’Oro Pty Ltd is an entity in which Russell Davis, the Non-
Executive Chairman of the Company, has an interest as a director
and shareholder.
On this basis, the consideration, negotiation and determination by the
Company of the terms of the agreements with the Vendors to acquire
the Projects was undertaken by the former directors of the Company
(who were not vendors of the Projects) with current Director Simon Eley
(who was a director at the time) excusing himself from matters regarding
the acquisition of the Victoria Bore Project with the assistance of the
advisor Discovery Capital Partners. The Company provided the following
consideration to the Vendors for the Projects:
• 750,000 Shares were issued to Simon Eley’s nominee for the
Victoria Bore Project; and
• 750,000 Shares were issued to Strada D’Oro Pty Ltd for the
Edjudina Project.
Directors Directors are entitled to participate in the Offer by subscribing for Shares
Participation in on the same terms and conditions as other Applicants. The Directors or
the Offer their nominees have advised that they intend to subscribe for up to the
following Shares under the Offer:
• Russell Davis has advised that he intends to subscribe for up to
500,000 Shares in the Offer;
• Simon Eley has advised that he intends to subscribe for up to
500,000 Shares in the Offer; and
• Ariel Edward (Eddie) King has advised that he intends to
subscribe for up to 250,000 Shares in the Offer.
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4.3 Key risks

Prospective investors should be aware that there are a number of risks and potential risks faced by the Company. An investment in Shares involves a number of risks and uncertainties. The risk factors set out in Section 13 and other general risks applicable to all investments in listed securities, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered speculative. This Section summarises only some of the risks which apply to an investment in the Company and investors should refer to Section 13 for a more detailed summary of the risks.

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Topic Summary Details
Limited History The Company was incorporated on 22 September 2020 and has limited Section 13.1
operating history and limited historical financial performance. The (a)
Company does not generate profits. To date, only limited exploration has
previously been conducted on the Tenements. As such, no assurance
can be given that the Company will achieve commercial viability through
the successful exploration or subsequent mining on its Projects. Until
the Company is able to realise value from its Projects, it is likely to incur
ongoing operating losses.
No Defined The Company, at this time, does not have any identified mineral resources Section 13.1
Resources or reserves and previous exploration over the areas covered by the (b)
Projects is limited. There is no assurance that exploration or project
studies by the Company will result in the definition of an economically
viable mineral deposit. Potential investors should understand that mineral
exploration is a high-risk undertaking.
Inherent Mineral exploration, development and mining are high-risk enterprises, Section 13.1
Exploration and only occasionally providing high rewards. In addition to the normal (c)
Development competition for prospective ground, and the high average costs
Risks of discovery of an economic deposit, factors such as demand for
commodities, stock market fluctuations affecting access to new capital,
sovereign risk, environmental issues, labour disruption, project financing
difficulties, foreign currency fluctuations and technical problems all affect
the ability of a company to profit from any discovery.
Operational The operations of the Company may be affected by various factors Section 13.1
Risks including failure to locate or identify mineral deposits, failure to achieve (d)
predicted grades in exploration or mining, operational and technical
difficulties encountered in mining, difficulties in commissioning and
operating plant and equipment, mechanical failure or plant breakdown,
unanticipated metallurgical problems which may affect extraction costs,
adverse weather conditions, industrial and environmental accidents,
industrial disputes and unexpected shortages or increases in the costs of
consumables, spare parts, plant and equipment, fire, explosions and other
incidents beyond the control of the Company.
Gold and As an explorer for gold and other minerals, any future earnings of the Section 13.1
commodity Company are expected to be closely related to the price of those (h)
prices commodities.
Native Title The Native Title Act recognises and protects the rights and interests in Section 13.1 (i)
Australia of Aboriginal and Torres Strait Islander people in land and waters,
according to their traditional laws and customs. There is significant
uncertainty associated with Native Title in Australia and this may impact
on the Company's operations and future plans.
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Topic Summary Details
Aboriginal The Company must comply with Aboriginal heritage legislation Section 13.1
Heritage requirements which include the requirement to conduct heritage survey (j)
work prior to the commencement of operations.
The Company is aware of various areas of indigenous significance and
Aboriginal heritage sites of considerable cultural value both to the local
indigenous communities and the broader community generally. These
heritage sites require the Company to comply with the Aboriginal Heritage
Act in respect of any ground disturbing activities. Prior to commencing
significant ground disturbing activities, including mining, the Company
will need to consult with local traditional owners regarding the likely
impact that the proposed activities may have on such areas.
Tenement Title Interests in tenements in Western Australia are governed by legislation Section 13.1
and are evidenced by the granting of licences. Each licence is granted (k)
for a specific term and carries with it annual expenditure and reporting
commitments, as well as other conditions requiring compliance.
Consequently, the Company could lose title to, or its interest in, the
Tenement if licence conditions are not met or if insufficient funds are
available to meet expenditure commitments as and when they arise.
Land There is a substantial level of regulation and restriction on the ability of Section 13.1 (l)
Access and exploration and mining companies to gain access to land in Australia.
Compensation Negotiations with both Native Title parties and land owners/occupiers are
generally required before the Company can access land for exploration or
mining activities. Investors should be aware that any delay in obtaining
agreement in respect of compensation due to landholders whose land
comprises the Tenements may adversely impact or delay the Company’s
ability to carry out exploration or mining activities on its Tenements.
Environmental Exploration and mining is an industry that has become subject to increasing Section 13.1
Risks environmental responsibility and liability. The potential for liability is an (m)
ever present risk. The operations and proposed activities of the Company
are subject to regulations concerning the environment. The Government
and other authorities that administer and enforce environmental laws
determine these requirements. As with all exploration projects and mining
operations, the Company’s activities are expected to have an impact on the
environment, particularly if mine development proceeds. The Company
intends to conduct its activities in an environmentally responsible manner
and in accordance with applicable laws.
Dependence on The Company is reliant on a number of key personnel engaged by the Section 13.1
key personnel Company. Loss of such personnel may have a materially adverse impact on (n)
and ability the performance of the Company. While there can be no assurance given
to recruit as to the continued availability of such key personnel, the Company has
additional put in place employment contracts and equity participation programmes
personnel with senior executives to incentivise them. Furthermore, if the Company
is unable to attract, train and retain key individuals and other highly skilled
employees and consultants, its business may be adversely affected.
Agents and The Company intends to outsource substantial parts of its exploration Section 13.1
contractors activities pursuant to services contracts with third party contractors. (o)
In most cases, the Company has yet to enter into these arrangements.
The Directors are unable to predict the risk of financial failure, default or
insolvency of any of the contractors. If these events occur in relation to
a contractor, recovery by the Company of resulting financial losses may
be limited. Contractors may also underperform their obligations of their
contracts. If such contracts are terminated, the Company may not be able
to find a suitable replacement on satisfactory terms.
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Topic Summary Details
Agents and The outbreak of the novel coronavirus disease (COVID-19) is impacting Section 13.1
contractors global economic markets. The nature and extent of the effect of the (o)
outbreak on the performance of the Company remains unknown. The
Company’s Share price may be adversely affected in the short to medium
term by the economic uncertainty caused by COVID-19. Further, any
governmental or industry measures taken in response to COVID-19 may
adversely impact the Company’s operations and are likely to be beyond
the control of the Company.
Future Capital The future capital requirements of the Company will depend on many Section 13.1
Needs factors. The Company believes that the proceeds of the Offer should be (r)
adequate to fund its business activities in the short term as stated in this
Prospectus. Changes to operational requirements, market conditions
and the identification of other opportunities may mean further funding is
required by the Company at an earlier stage than is currently anticipated.
Should the Company require additional funding, there can be no assurance
that additional financing (whether debt or equity) will be available, either
on acceptable terms or at all. Any inability to obtain additional funding, if
required, will have a material adverse effect on the Company’s business
and its financial condition and performance and the Company’s ability to
continue as a going concern.
Any additional equity financing may be dilutive to Shareholders, may
be undertaken at lower prices than the Offer and may involve restrictive
covenants which limit the Company’s operations and business strategy.
Debt financing, if available, may involve restrictions on financing and
operating activities.
The Company may undertake offerings of securities convertible into
Shares in the future. The increase in the number of Shares issued and
outstanding and the possibility of sales of such Shares may have a
depressive effect on the price of Shares. In addition, as a result of such
additional Shares, voting power of the Company’s existing shareholders
will be diluted.
New The Company intends to actively pursue and assess new business Section 13.1
projects and opportunities in the resources sector. These new business opportunities (s)
acquisitions may take the form of direct project acquisitions, joint ventures, farm-ins,
acquisition of tenements/permits, and/or direct equity participation.
The acquisition of projects (whether completed or not) may require the
payment of monies (as a deposit and/or exclusivity fee) after only limited
due diligence or prior to the completion of comprehensive due diligence.
There can be no guarantee that any proposed acquisition will be
completed or be successful. If the proposed acquisition is not completed,
monies advanced may not be recoverable, which may have a material
adverse effect on the Company.
If an acquisition is completed, the Directors will need to reassess at that
time, the funding allocated to current projects and new projects, which
may result in the Company reallocating funds from the Projects and/or
raising additional capital (if available).
Furthermore, notwithstanding that an acquisition may proceed upon
the completion of due diligence, the usual risks associated with the new
project/business activities will remain.
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INVESTMENT OVERVIEW

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Topic Summary Details
COVID-19 risk The outbreak of the novel coronavirus disease (COVID-19) is impacting Section 13.2
global economic markets. The nature and extent of the effect of the (a)
outbreak on the performance of the Company remains unknown. The
Company’s Share price may be adversely affected in the short to medium
term by the economic uncertainty caused by COVID-19. Further, any
governmental or industry measures taken in response to COVID-19 may
adversely impact the Company’s operations and are likely to be beyond
the control of the Company.
Economic Risk Changes in the general economic climate in which the Company operates Section 13.2
may adversely affect the financial performance of the Company. Factors (b)
that may contribute to that general economic climate include the level of
direct and indirect competition against the Company, industrial disruption
and the rate of growth of gross domestic product in Australia and other
jurisdictions in which the Company may acquire mineral assets.
Share market Share market conditions may affect the value of the Securities, regardless Section 13.2
conditions of the Company's operating performance. The market price of securities (d)
can fall as well as rise and may be subject to varied and unpredictable
influences on the market for equities in general and mining and resources
related stocks in particular.
Liquidity risk There is no guarantee that there will be an ongoing liquid market for the Section 13.2
Shares. Accordingly, there is a risk that, should the market for the Shares (e)
become illiquid, Shareholders will be unable to realise their investment in
the Company.
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INVESTMENT OVERVIEW

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4.4 The Offer

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Topic Summary Details
What is the The Offer is an initial Offering of 23,000,000 Shares at a price of $0.20 per Section 6.1
Offer? Share. The Offer is expected to raise $4,600,000 (before costs).
Is there a The minimum subscription under the Offer is the amount of the Offer Section 6.1
minimum being $4,600,000.
subscription
under the
Offer?
What are the The Offer is conditional upon the following events occurring: Section 6.2
conditions of
• the Company raising the full amount of the Offer (being
the Offer?
$4,600,000); and
• ASX granting conditional approval for the Company to be
admitted to the Official List.
If the Conditions of the Offer are not achieved, then the Offer will not
proceed and all Application Monies received will be repaid (without
interest).
Why is the The purposes of the Offer are to: Section 6.3
Offer being
conducted? • achieve a listing on ASX to broaden the Company’s shareholder
base and provide a liquid market for its Shares;
• provide the broader business with the benefits of increased
profile, transparency and credibility that arises from being a listed
entity;
• satisfy the requirements for the admission of the Company to
the Official List of the ASX which will enable efficient trading
of the Company’s Shares, as well as to provide the Company
with ongoing access to the capital markets to improve capital
management flexibility;
• provide funding for the Company’s proposed expenditure to
systematically explore the Projects and to provide capital for
the Company to pursue its growth strategy of evaluating and
acquiring other strategic acquisitions (see Section 7.5 for details);
and
• meet the costs of the Offer and provide general working capital
and administration expenditure.
How will funds The Offer is expected to raise $4,600,000 (before costs). Section 6.7
raised from the
Offer be used? The Company intends to apply its existing cash reserves and the funds
raised pursuant to the Offer as set out in the table in Section 6.7.
Will the The Directors are satisfied that on completion of the Offer the Company Section 6.8
Company be will have sufficient working capital to carry out its business objectives as
adequately set out in this Prospectus.
funded after
completion of
the Offer?
Is the Offer The Offer is not underwritten. Section 6.21
underwritten?
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INVESTMENT OVERVIEW

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Topic Summary Details
Who is the lead The Company has appointed Discovery Capital Partners as Lead Sections 6.4,
manager to the Manager to the Offer. 6.5 and 14.1.1
Offer? What The Company has agreed to pay the Lead Manager a management fee of
fees will the 1% and a selling fee of 5% of the gross amount raised under the Offer. The
Lead Manager Company has also agreed to grant the Lead Manager (or its nominee)
receive and 2,000,000 unlisted Adviser Options on completion of the Offer each
what are their exercisable at $0.25 expiring 30 June 2024.
interests in the
The Company has also agreed to issue the Lead Manager a success fee
Company? of $50,000 payable on successful completion of the Offer.
The Lead Manager’s and its associates’ interests in the Company are
detailed in Section 6.4.
What is the The allocation of Shares under the Offer will be determined by the Section 6.16
allocation Company and Lead Managers in accordance with the Allocation Policy
policy under outlined in Section 6.16.
the Offer?
How can I Applicants under the Offer may apply for Shares by completing a valid Section 6.14
apply for Application Form accompanying this Prospectus either in paper form or
Shares under online form and following the instructions in the Application Form.
the Offer?
Online Applications for Shares under the Offer must be made by following
the instructions at https://investor.automic.com.au/#/ipo/m3mining.
What is the The minimum Application size under the Offer is $2,000 of Shares in Section 6.14
minimum aggregate.
Application
size?
When will It is expected that initial holding statements will be dispatched to Section 3
an Applicant successful Applicants by standard post on or around 30 June 2021.
receive
confirmation
that my
Application
has been
successful?
Can the Offer The Offer may be withdrawn at any time before the issue of Shares to Section 6.19
be withdrawn? Applicants. If the Offer is withdrawn, Application Money will be refunded
to Applicants in full without interest.
What rights All Shares issued under the Offer will rank equally in all respects with the Section 15.1
and liabilities existing Shares on issue. The rights and liabilities attaching to the Shares
attach to the are described in Section 15.1
Shares being
offered?
Will the Shares The Company will apply for listing of the Shares on the ASX within seven Section 6.6
issued under days of the date of this Prospectus. Completion of the Offer is conditional
the Offer be on ASX approving this application.
listed?
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INVESTMENT OVERVIEW

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Topic Summary Details
What will the The Company’s capital structure on completion of the Offer will be: Section 6.9
Company’s
Shares [1] Options
capital
structure be on Existing Securities as at date of 13,925,003 5,800,000 [2]
completion of this Prospectus
the Offer? Shares issued on completion 23,000,000 -
of Offer
Adviser Options issued on - 2,000,000 [3]
completion of Offer
Total 36,925,003 7,800,000
Notes:
(1) Rights attaching to Shares are summarised in Section 15.1.
(2) Comprising:
(a) 1,000,000 Adviser Options issued to the Lead Manager for services provided
to the Company prior to the Offer, each exercisable at $0.25 on or before 30
June 2024 and otherwise with the terms and conditions in Section 15.2; and
(b) a total of 4,800,000 Incentive Options issued to Directors and the Company
Secretary, each exercisable at $0.25 on or before 30 June 2024 and
otherwise with the terms and conditions in Section 15.2.
(3) To be issued to the Lead Manager on completion of the Offer, each exercisable
at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions
in Section 15.2.
Who will be It is expected the substantial holders of the Company on completion of Section 15.4
the substantial the Offer will be as set out in Section 15.4.
holders of the
Company on
completion of
the Offer?
Will any No Shares issued under the Offer are expected to be subject to escrow. Section 6.10
Securities
4,421,875 Shares will be escrowed for 24 months from the date of Official
be subject to
escrow? Quotation (primarily held by Directors and their related parties and
entities holding promoter shares).
1,500,000 Shares will be escrowed for 12 months from the date of Official
Quotation (held by Vendors).
3,450,000 Shares will be escrowed for 12 months from the date the Shares
were issued in respect of seed raised by the Company in advance of the
Offer (held by parties unrelated to the Company).
4,800,000 Incentive Options (and any Shares issued on exercise of
those Incentive Options if exercised in the escrow period) granted to the
Directors and Company Secretary will be subject to ASX escrow for 24
months from the date of Official Quotation. Refer to Section 8.5 for the
numbers of Incentive Options held by each Director and to Section 15.2
for the terms and conditions of the Incentive Options.
2,000,000 Adviser Options to be granted to the Lead Manager (or its
nominee) will be subject to ASX escrow for 24 months from the date of
the Company’s admission to the Official List of the ASX. Refer to Section
15.2 for the terms and conditions of the Adviser Options.
Refer to Section 6.10 for further details of the escrow arrangements.
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INVESTMENT OVERVIEW

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Topic Summary Details
Is there any No brokerage, commission or stamp duty will be payable by Applicants
brokerage, on the subscription for Shares under the Offer.
commissions
or stamp duty
payable by
Applicants?
What are the The tax consequences of any investment in Shares will depend upon your Section 6.26
tax implications particular circumstances. Prospective investors should obtain their own
of investing in tax advice before deciding to invest.
Shares under
the Offer?
What is the The Company does not expect to pay dividends in the near future as its Section 6.13
Company’s focus will primarily be on using its cash reserves to grow and develop its
dividend business.
policy?
Any future determination as to the payment of dividends by the Company
will be at the discretion of the Directors and will depend upon matters
such as the availability of distributable earnings, the operating results
and financial condition of the Company, future capital requirements and
general business and other factors considered relevant by the Directors.
No assurances can be given in relation to the payment of dividends, or
that franking credits may attach to any dividends.
How can I find Questions relating to the Offer can be directed to the Company on +61 Section 6.27
out more about (08) 6365 5200 between 9.00am and 5.00pm (WST) Monday to Friday.
the Prospectus Questions relating to the completion of an Application Form can be
or the Offer? directed to the Share Registry, on 1300 288 644 (within Australia) or +
61 (02) 9698 5414 (outside Australia) between 9.00am and 5.00pm (EST)
Monday to Friday.
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05 Chairman’s Letter

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CHAIRMAN’S LETTER

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Dear Investor,

It was with great pleasure that I invite you to become a shareholder of M3 Mining Limited ( M3 Mining or the Company ). M3 Mining is an Australian based, base metal and gold exploration company focussed on the exploration and development of high-grade deposits in tier 1 locations. The Company is backed by a highly experienced team with exceptional track records with the objective to deliver value to stakeholders.

In these uncertain times, governments around the world have released trillions of dollars in economic stimulus to underpin and rebuild their economies devastated by COVID-19. As a result, massive scale national and international infrastructure campaigns across many of the world’s leading economies are being planned and executed.

This global economic stimulus, infrastructure development and record levels of quantitative easing, combine to provide significant support for our view of a growing demand outlook for gold as a store of risk averse value and base metals as major raw material input. Of relevance to M3 Mining is the reported limited new supplies coming to the market in the near term of base metals, in particular copper, a key battery and infrastructure metal. I see this as a key starting point for our Company to rapidly advance shareholder value.

In addition to these major global initiatives, we are also seeing a fundamental and generational shift to cleaner, more sustainable energy generation and storage solutions, reinforced by ambitious renewables and emissions targets, and the electric vehicle revolution.

As a result, we consider that the supply and demand conditions are advantageous for metals such as copper which underpin these major global paradigm shifts. M3 Mining’s mission is to capitalise on this outlook by acquiring, discovering and developing world class metals projects to position itself at the forefront of these emerging developments.

The first of M3 Mining’s two projects is the Victoria Bore Copper Project located in the Pilbara region of WA. Victoria Bore places the Company in an exceptional position to immediately commence execution of this strategy with ‘walk up’ targets ready to drill. Victoria Bore is the Company’s flagship base metals project and was mined in the 1950’s producing high grade copper ore with grades averaging 32.7% from near surface workings. Samples taken from the old mine area support these grades with samples containing up to 49% copper. M3 Mining has identified two strong conductors generated from an MLEM survey, one of which is centred on the mine workings and in part possibly associated with this high-grade mineralisation. A lack of historical exploration drilling at depth or along strike provides excellent targets for the initial drilling program.

Our second Project is the Edjudina Gold Project located 150km northeast of Kalgoorlie in the Eastern Goldfields in Western Australia, a region actively explored by major mining companies and hosting multiple tier 1 world class gold deposits. The Edjudina Project contains historical workings and zones of outcropping mineralisation, however because of soil cover that obscures large parts of the tenements, the project is considered not to have been adequately explored in the past. The structural setting of the project being located adjacent to the major Keith-Kilkenny Fault zone provides excellent target opportunities.

Both M3 Mining’s Projects are considered prospective for our target metals and represent a solid first step in the execution of our strategy.

Further information about the Projects is detailed in Section 7 of this Prospectus.

This Prospectus has been issued by the Company for an initial Offering of 23,000,000 Shares under the Offer each at a price of $0.20 to raise up to $4,600,000 (before costs). Details of the Offer are set out in Section 5.

The majority of the proceeds from the Offer will be applied towards exploration programs on the Projects, in particular to a systematic and geologically based exploration campaign including drilling, and to support the future growth of the Company.

Our Board and management team have an extensive and successful track record in exploring for gold and base metals and making major discoveries in Western Australia and developing them.

M3 Mining’s Directors have shown strong support for the Company, advising that they intend to subscribe for up to 1,250,000 shares under the Offer, determined by the Company in consultation with the Lead Manager in accordance with the Allocation policy.

An ASX listing will provide new shareholders the opportunity to invest in the Company, improve the Company’s ability to access capital markets and enhance the Company’s public profile.

This Prospectus contains detailed information about the Offer and the Company’s assets and proposed activities, as well as the risks of investing in the Company. I encourage you to read it carefully.

I commend this investment opportunity to you and on behalf of the Board of Directors and look forward to welcoming you as a shareholder of M3 Mining.

Yours faithfully,

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Russell Davis Non-Executive Chairman

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06 Details of the Offer

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DETAILS OF THE OFFER

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6.1 The Offer and Minimum Subscription

Pursuant to this Prospectus, the Company offers 23,000,000 Shares at an issue price of $0.20 each to raise up to $4,600,000 (before costs) ( Offer ). The Offer is not underwritten.

The Directors will determine the recipients of the Shares under the Offer in consultation with the Lead Manager having regard to the Allocation Policy set out in Section 6.16. The Directors, in conjunction with the Lead Manager, reserve the right to reject any application or to issue a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no issue is made, the surplus Application Monies will be promptly refunded by cheque or bank transfer to the Applicant (without interest).

The minimum level of subscription for the Offer is the amount to be raised under the Offer of $4,600,000 (before costs of the Offer) ( Minimum Subscription ). No Shares will be issued under this Prospectus until the Minimum Subscription has been achieved. If the Minimum Subscription is not received within four months after the date of this Prospectus (or such period as varied by ASIC), no Shares will be issued under this Prospectus and all Application Monies received under this Prospectus will be repaid (without interest) in accordance with the Corporations Act.

The Offer may be withdrawn at any time before Shares are issued under this Prospectus. The Offer is made on the terms, and subject to the conditions, set out in this Prospectus.

All Shares issued pursuant to this Prospectus will rank equally with the Existing Shares on issue. The rights and liabilities attaching to the Shares are summarised in Section 15.1.

Applications for Shares must be made on the Application Form which accompanies this Prospectus either in paper form or online form and received by the Company or the Lead Manager (as applicable) on or before the Closing Date. Online Applications for Shares under the Offer must be made by following the instructions at https://investor.automic.com.au/#/ipo/m3mining. Persons wishing to apply for Shares should refer to Section 6.14 for further details and instructions.

6.2 Conditions of the Offer

The Offer is conditional upon the following events occurring:

(a) the Company raising the full amount of the Offer (being $4,600,000); and
(b) ASX granting conditional approval for the Company to be admitted to the Official List,

(together the Conditions of the Offer ).

If the Conditions of the Offer are not achieved, then the Company will not proceed with the Offer and will repay all Application Monies received (without interest) in accordance with the Corporations Act.

6.3 Purpose of the Offer

The purpose of the Offer is to:

(a) achieve a listing on ASX to broaden the Company’s shareholder base and provide a liquid market for its Shares;
(b) provide the broader business with the benefits of increased profile, transparency and credibility that arises from being a listed entity;
(c) satisfy the requirements for the admission of the Company to the Official List of the ASX which will enable efficient trading of the Company’s Shares, as well as to provide the Company with ongoing access to the capital markets to improve capital management flexibility;
(d) provide funding for the Company’s proposed expenditure on systemically exploring the Projects, including geochemical analysis and potential drilling and to provide capital for the Company’s growth strategy to pursue further strategic acquisitions (see Section 7.5); and
(e) meet the costs of the Offer and provide general working capital and administration expenditure.

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DETAILS OF THE OFFER

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6.4 Lead manager and selling fees

The Company has entered into a Lead Manager Mandate with the Lead Manager, Discovery Capital Partners Pty Ltd, in respect of the Offer. The terms of the Lead Manager Mandate are summarised in Section 14.1.

The Company has agreed to pay the Lead Manager the following fees in respect of the Offer:

a management fee of 1% of the gross amount raised under the Offer; and
a selling fee of 5% of the gross amount raised under the Offer.

In addition, the Company has agreed to grant 2,000,000 unlisted Adviser Options to the Lead Manager (or its nominee) each at an exercise price of $0.25 expiring 30 June 2024.

Any selling fees required to be paid to third party licensed financial advisors or brokers will be paid by the Lead Manager.

The Company has also agreed to issue the Lead Manager a success fee of $50,000 payable on successful completion of the Offer.

6.5 Interests of the Lead Manager

As at the date of this Prospectus, the Lead Manager and its associates have a relevant interest in 400,000 Shares which amounts to a percentage holding of 3.7% in the Company.

Based on the information available to the Company as at the date of this Prospectus regarding the Lead Manager’s and its associates’ intentions regarding the Offer, it is expected that on admission to the Official List of the ASX, the Lead Manager and its associates will have a relevant interest in 400,000 Shares which amounts to a percentage holding of 1.1% in the Company.

The Lead Manager and its associates have been issued the following Securities set out in the table below. Other than as detailed below, the Lead Manager has not participated in a placement of Securities by the Company in the 2 years preceding the date of this Prospectus.

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Placement Round Date Issued Shares Consideration
Seed Raising 8 October 2020 400,000 $8,000
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* The Lead Manager also received 1,000,000 Adviser Options exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2 as fees for services provided in connection with the Pre-IPO seed raising.

6.6 ASX Listing

The Company will apply to ASX within seven days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares, other than any existing Shares that the ASX is likely to treat as “restricted securities” (as that term is defined in the Listing Rules). Refer to Section 6.10 for details of Shares that the ASX is likely to treat as “restricted securities”. If the Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and all application monies received for the Shares will be repaid within the time prescribed under the Corporations Act, without interest.

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

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DETAILS OF THE OFFER

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6.7 Use of Funds

The Company intends to apply the funds raised from the Offer, together with existing cash reserves over the 24 months following completion of the Offer as follows:

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SOURCE OF FUNDS $
Current cash (as at 30 April 2021) 841,843
Funds raised under the Offer 4,600,000
TOTAL $5,441,843
Year 1 Year 2
USE OF FUNDS $
Edjudina Project
Geochemical $25,000 $30,000
Geophysical $55,000 $200,000
Drilling $450,000 $875,000
Specialists and consultants $75,000 $80,000
Victoria Bore Project
Geochemical $8,000 $12,000
Geophysical $30,000 $50,000
Drilling $300,000 $450,000
Specialists and consultants $30,000 $50,000
Expenses of the Offer $488,000 Nil
Working capital $661,843 $1,572,000
TOTAL funds allocated $2,122,843 $3,319,000
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The above table is a statement of current intentions as at the date of this Prospectus. Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the results of its exploration activities, the results of studies undertaken, regulatory developments, market and general economic conditions, development of new opportunities and or any number of other factors (including the risk factors outlined in this Prospectus). The Company also intends to capitalise on other opportunities including new strategic copper, nickel, battery and precious metals acquisitions in addition to the Projects as they arise which may result in costs being incurred that are not included in the above estimates. In light of this, the Board reserves the right to alter the way the funds are applied.

6.8 Working capital

The Board is satisfied that upon completion of the Offer the Company will have sufficient working capital to meet its stated objectives as set out in this Prospectus.

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The Company may require further debt or equity fundraisings in the future to fund its exploration or development activities or capitalise on new opportunities which may arise.

DETAILS OF THE OFFER

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6.9 Capital structure

The proposed pro forma capital structure of the Company following completion of the Offer is as follows:

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Shares [1] Options
Existing Securities on issue as at date of this Prospectus 13,925,003 5,800,000 [2]
Shares issued on completion of Offer 23,000,000 -
Adviser Options issued on completion of Offer - 2,000,000 [3]
TOTAL 36,925,003 7,800,000
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Notes:

(1) Rights attaching to Shares are summarised in Section 15.1.
(2) Comprising:
(a) 1,000,000 Adviser Options Issued to the Lead Manager for services provided to the Company prior to the Offer, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2; and
(b) a total of 4,800,000 Incentive Options issued to Directors and the Company Secretary, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2. See Sections 8.5 and 9.6.7 for details.
(3) To be issued to the Lead Manager on completion of the Offer, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2.

Refer to Section 15.1 for the rights and obligations attaching to the Shares and Section 15.2 for a summary of the terms and conditions of the Options.

The Company has adopted an employee securities incentive plan under which the Company may grant Eligible Participants (including employees, officers and contractors of the Company) Shares, Options or Performance Rights in the future. Refer to Section 15.3 for a summary of the employee securities incentive plan.

6.10 Restricted securities

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

It is anticipated that:

none of the Shares issued under the Offer will be restricted securities;
4,421,875 Shares will be escrowed for 24 months from the date of Official Quotation (primarily held by Directors and their related parties and entities holding promoter shares);
1,500,000 Shares will be escrowed for 12 months from the date of Official Quotation (held by the Vendors);
3,450,000 Shares will be escrowed for 12 months from the date the Shares were issued in respect of seed raised by the Company in advance of the Offer (held by parties unrelated to the Company);
4,800,000 Incentive Options (and any Shares issued on exercise of those Incentive Options if exercised in the escrow period) granted to the Directors and the Company Secretary will be subject to ASX escrow for 24 months from the date of Official Quotation; and
2,000,000 Adviser Options to be granted to the Lead Manager (or its nominee) will be subject to ASX escrow for 24 months from the date of the Company’s admission to the Official List of the ASX. The restricted securities listed above are subject to change depending on the escrow periods imposed by ASX in accordance with the Listing Rules.

The restricted securities listed above are subject to change depending on the escrow periods imposed by ASX in accordance with the Listing Rules. Prior to the Company’s Shares being admitted to the Official List of ASX, the Company will enter into escrow agreements with the holders of the restricted securities in accordance with Chapter 9 of the Listing Rules, and the Company will announce to the ASX full detail (quantity and duration) of the Securities required to be held in escrow.

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DETAILS OF THE OFFER

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6.11 Substantial Shareholders after completion of the Offer

Details of the anticipated Substantial Shareholders in the Company following completion of the Offer are set out in Section 15.4.

6.12 Free float

On completion of the Offer the Company expects that it will have a free float (within the meaning of the Listing Rules) of approximately 71% to satisfy the ASX condition relating to free float for the admission of the Company to the Official List of the ASX.

The free float comprises those Shares which are:

not subject to escrow restrictions (see Section 6.10 for details); and
not held by persons who are related parties, or associates of related parties, of the Company.

6.13 Dividend policy

The Company does not expect to declare any dividends in the near future as its focus will primarily be on using its cash reserves to grow and develop its business.

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

6.14 Applications

Applications for Shares under the Offer must be made by following the instructions at https://investor.automic.com.au/#/ipo/m3mining and completing a BPAY® or Electronic Funds Transfer (EFT) payment. Investors will be given a BPAY® biller code and a customer reference number unique to the online Application once the online application form has been completed. Alternatively, you can contact the Company on +61 (08) 6365 5200 between 9.00am and 5.00pm (WST) Monday to Friday to obtain a paper copy of the Prospectus and paper version of the Application Form (free of charge).

BPAY® payments must be made from an Australian dollar account of an Australian institution. Using the BPAY® details, investors must:

access their participating BPAY® Australian financial institution either via telephone or internet banking;
select to use BPAY® and follow the prompts; enter the biller code and unique customer reference number that corresponds to the online Application;
enter the amount to be paid which corresponds to the value of Shares under the online Application;
select which account payment is to be made from;
schedule the payment to occur on the same day that the online Application Form is completed. Applications without payment will not be accepted; and
record and retain the BPAY® receipt number and date paid.

Applicants should confirm with their Australian financial institution:

whether there are any limits on the investor’s account that may limit the amount of any BPAY® or EFT payment; and
the cut off time for the BPAY® or EFT payment.

If such payment is not made via BPAY® or EFT, the online Application will be incomplete and will not be accepted. The online Application Form and BPAY® payment must be completed and received by no later than 3.00pm (AWST) on the Closing Date.

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Applicants under the Offer are urged to lodge their Application Forms or make an online Application and BPAY® or EFT payment as soon as possible as the Offer may close early without notice.

DETAILS OF THE OFFER

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By making an Application, you declare that you were given access to this Prospectus, together with an Application Form.

If you are in doubt as to the course of action, you should consult your professional advisor.

An original, completed and lodged Application Form, together with a payment for the Application Monies or a BPAY® or EFT payment through an online Application constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Application Form including through an online Application. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors’ decision as to whether to treat such an application as valid and how to construe, amend or complete the Application Form is final. However an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the payment (including a BPAY® payment) for the Application Monies.

6.15 Application monies to be held on trust

Until Shares are issued under this Prospectus, the Application Monies for Shares under the Offer will be held by the Company on trust on behalf of Applicants in a separate bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus. If the Shares to be issued under this Prospectus are not admitted to quotation within three months after the date of this Prospectus, no Securities will be issued and Application Monies will be refunded in full without interest in accordance with the Corporations Act.

6.16 Allocation Policy

The allocation of Shares under the Offer will be determined by the Company in consultation with the Lead Manager having regard to the following factors:

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

The Company’s decision on the number of Shares to be allocated to an Applicant is final. The Company and the Lead Manager reserve the right to decline any Application in whole or in part, without giving any reason.

Applicants whose Applications are not accepted, or who are allocated a lesser number of Shares than the amount applied for, will receive a refund of all or part of their Application Monies, as applicable. Interest will not be paid on any monies refunded. The Company will not be liable to any person not allocated Shares or not allocated the full amount of Shares applied for.

6.17 Issue of Shares

Applicants whose Applications are accepted in full will receive the whole number of Shares calculated by dividing the Application Monies by the price of the Offer. Where the price of the Offer does not divide evenly into the Application Monies, the number of Shares to be allocated will be rounded down. No refunds pursuant solely to rounding will be provided.

Interest will not be paid on any monies refunded and any interest earned on Application Monies pending the allocation or refund will be retained by the Company.

You should ensure that sufficient funds are held in the relevant account(s) to cover the amount of your payment (including a BPAY® payment). If the amount of your payment for Application Monies is less than the amount specified on the Application Form, you may be taken to have applied for such lower dollar amount of Shares or your Application may be rejected.

Subject to ASX granting approval for quotation of the Shares, the issue of Shares will occur as soon as practicable after the Offer closes. Holding statements will be dispatched as required by ASX. It is the responsibility of applicants to determine their allocation prior to trading in the Shares.

Applicants who sell Shares before they receive their holding statement will do so at their own risk.

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DETAILS OF THE OFFER

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6.18 Acknowledgements

Each Applicant under the Offer will be deemed to have:

agreed to become a member of the Company and to be bound by the terms of the Constitution and the terms and conditions of the Offer;
acknowledged having personally received a printed or electronic copy of this Prospectus (and any supplementary or replacement prospectus) including or accompanied by the Application Form and having read them all in full;
declared that all details and statements in their Application Form are complete and accurate;
declared that the Applicant(s), if a natural person, is/are over 18 years of age;
acknowledged that, once the Company or the Lead Manager receives an Application Form, it may not be withdrawn;
applied for the number of Shares at the AUD amount shown on the front of the Application Form;
agreed to being allocated and issued the number of Shares applied for (or a lower number allocated in a way described in this Prospectus), or no Shares at all;
authorised the Company and the Lead Manager and their respective officers or agents, to do anything on behalf of the Applicant(s) necessary for Shares to be allocated to the Applicant(s), including to act on instructions received by the Share Registry upon using the contact details in the Application Form;
acknowledged that, the Company may not pay dividends, or that any dividends paid may not be franked;
acknowledged that the information contained in this Prospectus (or any supplementary or replacement prospectus) is not financial product advice or a recommendation that Shares are suitable for the Applicant(s), given the investment objectives, financial situation or particular needs (including financial and taxation issues) of the Applicant(s);
declared that the Applicant(s) is/are a resident of Australia;
acknowledged that M3 Mining’s Directors have advised that they intend to subscribe for up to 1,250,000 shares under the Offer, subject to the Company’s discretion in consultation with the Lead Manager in accordance with the Allocation policy;
acknowledged and agreed that the Offer may be withdrawn by the Company and or may otherwise not proceed in the circumstances described in this Prospectus; and
acknowledged and agreed that if a listing of the Company on the ASX does not occur for any reason, the Offer will not proceed.

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

it understands that the Shares have not been, and will not be, registered under the US Securities Act or the securities laws in accordance with the US Securities Act registration requirements or of any state of the United States and may not be offered, sold or resold, pledged or transferred in the United States, except in accordance with the US Securities Act regulation requirements or in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable state securities laws;
it is not in the United States;
it has not sent and will not send this Prospectus or any other material relating to the Offer to any person in the United States;
it is purchasing the Shares in an offshore transaction meeting the requirements of Regulation S; and
it will not offer or sell the Shares in the United States or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, registration requirements of the US Securities Act and in compliance with all applicable laws in the jurisdiction in which Shares are offered and sold.

6.19 Discretion regarding the Offer

The Company may withdraw the Offer at any time before the issue of Shares to successful Applicants. If the Offer, or any part of it, does not proceed, all relevant Application Monies will be refunded (without interest).

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The Company and the Lead Manager also reserve the right to close the Offer or any part of it early, extend the Offer or any part of it, accept late Applications either generally or in particular cases, reject any Application, or allocate to any Applicant fewer Shares than applied for.

DETAILS OF THE OFFER

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6.20 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place in which, or to any person to whom it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register this Prospectus or qualify the Shares or otherwise permit an offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of Applicants outside Australia to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

6.21 Offer is not underwritten

The Offer is not underwritten.

6.22 CHESS and issuer sponsorship

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

All trading on the ASX in the Shares will be settled through CHESS. ASX Settlement Pty Ltd ( ASXS ), a wholly-owned subsidiary of the ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. On behalf of the Company, the Share Registry will operate an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company’s principal register of securities.

Under CHESS, the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their holder identification number or security holder reference number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Ownership of securities can be transferred without having to rely upon paper documentation.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their security holdings changes. Shareholders may request a statement at any other time, however a charge may be made for additional statements.

6.23 Risks

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 13 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

6.24 Forecast Financial Information

Given the nature of the Company’s business and the fact the Company is in an early stage of development, there are significant uncertainties associated with forecasting future revenues and expenses of the Company. In light of uncertainty as to timing and outcome of the Company’s growth strategies and the general nature of the industry in which the Company will operate, as well as uncertain macro market and economic conditions in the Company’s markets, the Company’s performance in any future period cannot be reliably estimated. On this basis and after considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared and accordingly have not included financial forecasts in this Prospectus.

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DETAILS OF THE OFFER

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6.25 Privacy statement

If you complete an Application for Shares, you will be providing personal information to the Company. The Company will collect, hold and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

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

You can access, correct and update the personal information that the Company holds about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus.

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

6.26 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offer, by consulting their own professional tax advisers. Neither the Company nor any of its Directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

6.27 Enquiries

This is an important document and should be read in its entirety. Investors should consult with their professional advisers before deciding whether to apply for Shares under this Prospectus. Any investment in the Company under this Prospectus should be considered speculative.

Questions relating to the Offer can be directed to the Company on +61 (08) 6365 5200 between 9.00am and 5.00pm (WST) Monday to Friday.

Questions relating to the completion of an Application Form can be directed to the Share Registry on 1300 288 644 (within Australia) or + 61 (02) 9698 5414 (outside Australia) between 9.00am and 5.00pm (WST) Monday to Friday.

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07

Company and Projects Overview

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COMPANY AND PROJECTS OVERVIEW

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7.1 Background

The Company was incorporated on 22 September 2020 with the objective to identify and acquire mineral exploration projects and interests.

In January 2021, the Company acquired 100% of the interests in the tenements and tenement applications comprising the Edjudina Project and Victoria Bore Project via tenement sale and purchase agreements. The Projects are prospective for gold and copper. Since then, the Company has focussed on raising seed capital and defining and undertaking initial exploration programs on the Projects.

The proposed strategy of the Company is to focus on the exploration of mineral resource opportunities to deliver growth for Shareholders. The Company intends to commence exploration, including geochemical analysis and phased aircore and RC drilling campaigns as soon as practicable. The results of the exploration programs and technical studies will determine the economic viability and further possible exploration and/or testing including pre-feasibility studies at the Projects.

In addition, the Company will continue to explore other mineral exploration opportunities and to grow the Company’s suite of projects by acquisition, application or joint venturing into areas surrounding and adjacent to the Projects as well as in other areas which support the Company’s key business objectives.

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VICTORIA BORE

Copper Project

WESTERN AUSTRALIA

EDJUDINA

Gold Project

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COMPANY AND PROJECTS OVERVIEW

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7.2 Overview of Edjudina Project

(a) Summary

The Edjudina Project comprises six licences held (E31/1140, E31/1141, E31/1168, E31/1249 and P31/2113) or under application (E31/1258) by the Company which are located approximately 150 km north east of the regional city of Kalgoorlie in Western Australia. The Project can be accessed via excellent quality tarred and gravel roads while the tenement areas are readily accessible by gravel and station access roads. The local roads, while requiring upgrade to support any mining operations, are currently accessible all year-round and suitable for access by exploration teams and associated equipment including drill rigs.

No large-scale mining has occurred within the tenement area, however historical near surface workings can be observed throughout the region, particularly within and along strike of the previous mines in the Yilgangi Mining Field.

Several phases of grassroots exploration have been undertaken within the tenement package which identified several priority target areas. Historical works included geochemical sampling, mapping, aircore, RAB and RC drilling along with various large scale geophysical surveys. Geochemical sampling was completed across large areas of the tenements, however typically on larger than 400m spacings via conventional soil sampling or auger drilling. While several anomalies were identified, only limited areas of wide spaced ‘follow-up’ RAB and aircore drilling was completed. RC drilling has been completed on two areas in the tenements and one directly adjacent to the tenements however this is very limited with the majority of the anomalous areas not systematically explored.

Based on the supplied data, gold mineralisation within the tenements is likely to be in line with the commonly observed Eastern Goldfields shear hosted style. Although there is potential for variable styles of mineralisation to occur, given the tenements are either along strike, or along interpreted structures of the structurally controlled Yilgangie Goldfield, mineralisation within the tenements is likely to be highly structurally controlled.

The Edjudina Project shows good potential to define further gold mineralisation with multiple drill ready targets, along with medium to long term prospects that have had limited effective exploration completed to date. While some phases of exploration have been completed historically, a large proportion of the grassroots exploration, such as surface geochemical sampling and the shallow aircore and RAB drilling has been ineffective due to the depth of soil cover in the region, limited depth of historical drilling and potential style of mineralisation.

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Figure 1 Location of the Edjudina Project

COMPANY AND PROJECTS OVERVIEW

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(b) Geology and mineralisation

Regional Geology

The Edjudina Project occurs within the Eastern Goldfields Superterrane, which has been interpreted to have formed in a number of different settings, including extensional basins, mantle plumes and volcanic arcs. Greenstone successions of the region are divided into elongate terranes based on the regional north-north west trending faults. The region is characterised by granites that intrude or are in faulted contacts with the Archean supracrustal rocks which are composed primarily of metamorphosed sedimentary, felsic and mafic volcanic rocks. The faults and intrusions contribute to a pronounced regional structural trend, which are known to control fluid flow and mineralisation.

The Edjudina Project lies within the Kurnalpi Terrane. The Kurnalpi Terrane lies between the Emu Fault to the west and Claypan Fault to the east and consists of three fault-bound domains: the Jubilee, Steeple Hill, and Mulgabbie domains. The terrane contains metamorphosed mafic to felsic volcanic rock sequences and intercalated metakomatiite. Metamorphosed andesitic volcanic and epiclastic rocks are a minor component, and banded iron-formations (BIFs) are present locally while the Mount Belches Formation may represent a southern extension of the Kurnalpi Terrane. Further work is required to confirm this interpretation.

The Jubilee domain is bound to the west by the Randall Fault and overlying metaconglomerate, and to the east by the Avoca Fault. The domain is characterized by substantial volumes of contemporaneous metamorphosed basalt and felsic volcanic rocks, with thin metakomatiite lenses. The Steeple Hill domain is bound by the Avoca Fault and granites to the west, and the Yilgangi Fault to the east. The Steeple Hill syncline is the principal structure in the south, whereas in the north, there is a complex east-dipping greenstone sequence.

Archaean greenstones in the Edjudina region are bounded to the west by a gneissic granitoid complex and to the east by greenstones of the Southern Laverton Tectonic Zone. Metamorphic grade is greenschist facies. The western margin of the Edjudina greenstones is defined by the Keith – Kilkenny Fault Zone, which extends north-northwest as far as Wiluna, and the Yilgangi Fault, which extends south as far as Lake Cowan. The Southern Laverton Tectonic Zone (SLTZ) to the east is typified by sheared mafic and sedimentary rocks with interflow banded iron formations.

The Edjudina greenstones comprise intermediate to felsic volcanics and volcaniclastics of the Porphyry Domain and more mafic rocks of the Yarri Domain which are part of the Mulgabbie Formation. The intermediate volcanics commonly display a strongly foliated fabric and varying degrees of hydrothermal alteration (sericite+chlorite±hematite). Numerous internal granitoids and felsic porphyrytic bodies have intruded the Edjudina greenstone sequence.

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Figure 2 Edjudina Project Geology

COMPANY AND PROJECTS OVERVIEW

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Local Geology

The Edjudina tenement area is dominated by low lying alluvial flats and salt lakes with sporadic areas of outcropping Archaean basement rocks. Within E31/1258 and E41/1249 the Archaean sequence includes sheared mafic and intermediate volcanic rocks in the north and eastern zone, with thin metasedimentary horizons and discrete differentiated ultramafic bodies along with minor chert and banded iron formation. The Archaean mafic succession has been subject to lower-middle greenschist facies metamorphism with minor overprinting by medium grade contact metamorphism. The sequence is isoclinally folded, often with steep dips to the east. The nickel prospect Jump Up Dam is hosted by such ultramafic units immediately north of E31/1258. Occupying the south and western blocks of the tenement are the eastern fringes of a regionally extensive monzogranitic batholith.

Tenement E31/1140 host minor NNW striking, steeply dipping sedimentary rocks, felsic to intermediate volcanics and volcaniclastics and minor mafic volcanics. Most are strongly deformed, that is, schistose rocks displaying strong quartz – sericite ± chlorite ± hematite hydrothermal alteration. However, the majority of the tenement is dominated by erosional regime regolith with some scattered outcrop and subcrop in the southern section of the tenement dissected by north draining dendritic drainage and sheetwash that flows toward small claypans, floodplains and stabilised sand dunes on the southern margin of the Lake Raeside drainage system.

Tenement E31/1141 and E31/1168 surround the Snowy (Rainbow South)-Golden Rainbow deposit cluster and contains rocks of mainly sedimentary origin, including polymictic conglomerates with interlayered felsic volcanic flows. This sequence dips steeply to the west and is interpreted to form the eastern limb of the Yilgangi Syncline. Similar geological sequence, plus small granitic intrusions occur within the E31/1168 tenement that is located approximately 7km south of E31/1141 along the strike. The tenement is located on the eastern flank of Yilgangi Castle gold deposit and hosts Exploration Target 2.

Mineralisation

Unlike the majority of the Eastern Goldfields, known mineralisation in the region is commonly confined to felsic host rocks, such as sheared, ductile and brittle deformed quartz-feldspar porphyries however the structural setting of the tenement is consistent with other areas in the region. Gold mineralisation appears to be related to hematite bearing oxidised alteration assemblages however this has not been confirmed due to the limited exploration within the tenement.

Gold mineralisation is present in several linear zones of alteration in a variety of host rocks. Known deposits in the region vary in both the structural setting and tenor. The Porphyry mine (located outside the tenements) was the only major producer (about 4.5 Mt) in the local area and occurs within the Porphyry Quartz Monzonite. The Porphyry shear zone, which cuts the eastern margin of the intrusion, is approximately 25m wide. Gold is localized in a series of en-echelon lenses, with the highest grades contained within mylonitic zones about 10cm thick. The alteration mineralogy is quartzmuscovite-pyrite, and likely includes fine grained hematite produced at a late stage of mineralisation which potentially is a key indicator of gold mineralisation. The low-grade Million Dollar mineralised shear occurs some 350m above the Porphyry shear and two kilometres south of the mine at Porphyry North. Mineralisation is in, and adjacent to, a small granitoid stock and occurs within quartz veins and stockworks with pyrite and tourmaline, as well as in narrow quartzgold-arsenopyrite veins within sericite-carbonate-quartz schist.

Gold mines of the Yilgangi Goldfield located along strike of E 31/1141 and E 31/1140 occur on the Keith- Kilkenny Fault Zone and occur within a coarse clastic sequence and/or intrusive monzodiorite plugs. At Yilgangi Queen two quartz reefs with carbonate plus pyrite haloes were mined from a northern shaft (Heppingstone) and a southern shaft (Melody), and may be the same reef, however faulted and displaced. The reef contains very shallowly south plunging mineralised shoots in westerly dipping shears which may or may not contain quartz veins. At Yilgangi King both monzodiorite porphyry and metaconglomerates are sheared with carbonate-quartz-sericite and pyrite plus arsenopyrite alteration adjacent to quartz veins. While not within the tenement package, the structural setting continues to the north and south in the held tenement.

At the Quondong mine gold mineralisation is hosted in a syenite intrusion, with gold being associated with quartz veining in brittle reverse faults that trend to the west. Gold in the Rainbow, Rainbow South (Snowy) and Rainbow deposits occurs in irregular quartz veins associated with pyrite and chlorite alteration and silver. The Rainbow prospect contains relatively strong but only shallowly tested gold mineralisation over approximately 600 metres strike length, with the Company’s tenement along the northern extension of the historically drilled prospect.

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COMPANY AND PROJECTS OVERVIEW

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Figure 3 Specimen Samples from the Nearby Mines – Edjudina Project

(c) Previous exploration

Several phases of grassroots exploration have been undertaken within the tenement package which identified several priority target areas. Historical works included geochemical sampling, mapping, aircore, RAB and RC drilling along with various large scale geophysical surveys. Geochemical sampling was completed across large areas of the tenements, however typically on larger than 400m spacings via conventional soil sampling or auger drilling. While several anomalies were identified, only limited areas of wide spaced ‘follow-up’ RAB and aircore drilling was completed. RC drilling has been completed on one area in the tenements and one directly adjacent to the tenements (as noted below) however this is very limited with the majority of the anomalous regions never systematically explored. Table 5-1 summarises the significant exploration drilling to date.

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

Tenement No. holes Avg Depth Type
8 64 AIRCORE
E 31/1258 92 45 RAB
5 78 RC
5 42 AIRCORE
1 108 DD
E 31/1140
141 34 RAB
1 112 RC
118 42 RAB
E 31/1141
69 54 RC
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Summary of Exploration Works - Edjudina Project

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COMPANY AND PROJECTS OVERVIEW

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(d) Exploration potential

The tenement package is situated in the well-known Eastern Goldfields, with large-scale world-class operations regionally, and historical small-scale mines locally. Within the tenements numerous small shafts can be observed, as well as small diggings within the interpreted structures in E31/1140 and 1141 along strike of the previous historic mines located in the Yilgangie Goldfield. Three priority targets have been identified within the tenements.

E 31/1141 and P31/2113

Tenement E 31/1141 includes the strike extension of the shear structures which host the Rainbow and Rainbow west prospects and the Yilgangie Goldfield. P 31/2113 is located on the north edge of the tenement along the interpreted northern strike of the structure. The Rainbow Prospect in the adjacent tenements (held by third parties and not the Company) have been the primary focus for the majority of the RC drilling within the region.

Given the success of the previous drilling on the adjacent prospect along with historically identified anomalous areas and known continuation of the structural and mineralised trends, and identified anomalies within the tenements, M3 Mining is of the opinion further exploration is warranted. Exploration is recommended to include targeted drilling and geophysical work to allow for the testing of the down dip extension of what is likely to be structurally complex mineralisation.

E 31/1140

Tenement E 31/1140 lies along strike of the Yilgangie Goldfield and contains the same regional structure and host rocks as the historical mines and the Rainbow prospects located adjacent to E 31/1141. As shown on Figure 7-1, this area is known as, and includes two anomalies within the historically tested areas, one in the south, and one in the north. Both anomalies were defined by auger drilling, with follow up RAB drilling completed on the southern anomaly. Limited gold was intercepted in the RAB holes which were undertaken on a large 400m by 50m pattern.

E 31/1258 and E31/1249

E 31/1258 surrounds the Jump Up nickel deposit with the majority of historical exploration targeting nickel mineralisation rather than gold which is the focus of M3 Mining, while E 31/1249 covers the south east extension of the anomaly along the splay fault. Limited exploration has occurred within the tenement other than the eastern and north eastern areas of the tenement where soil samples completed prior to 2000 identified a gold and associated arsenic anomalies. This area of the tenement contains a regional splay structure, potentially originating off the Yilgangie Fault to the east. Trending northwest/southeast this structure is hosted by the same sedimentary sequence as the Yilgangie Goldfield, with RAB drilling completed on a reasonably small 160m by 120m spacing in the northern portion of the tenement. This area included holes up to 60m deep, however to the south east drilling is a lot shallower and wider spaced up to 400m with no gold mineralisation observed.

Review of the data shows that the strongest geochemical anomaly is in the northern portion of the tenement which is consistent with the mineralised intercepts within the RAB drilling, particularly hole JURB188 and JURB093 which included 1m @ 9.8g/t Au at the end of hole.

E 31/1265

The Company also has license E31/1265 under application. This application is subject of a ballot and due to the uncertainty caused by the ballot process the Company has not included further information on the tenement in this Prospectus.

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COMPANY AND PROJECTS OVERVIEW

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7.3 Overview of Victoria Bore Project

(a) Summary

Victoria Bore Project is contained within one soon to be granted exploration licence (E08/3220) and one exploration licence application (E08/3326) centred on the historic Victoria Copper mine which, according to historic mining records, produced high Cu grades averaging 32.7% for 62.5 t of Copper from near surface in the 1950’s. The Victoria Bore Project is located approximately 120 km south of the coast town of Onslow and 130km south east of Exmouth in Western Australia. The tenements lie adjacent to the North West Coastal highway and are readily accessible by gravel tracks. The local roads, while requiring upgrade to support mining operations, are accessible year-round and suitable to support ongoing exploration teams and associated equipment including drill rigs during the drilling season, which is determined by climate including cyclones and extreme heat.

While no major mining has been undertaken, the small-scale historical Victoria Copper Mine mineralisation was discovered around 1914 with workings covering a length of 130 metres via a series of shallow shafts, 1-2 metres wide, with the main shaft to a depth of 21 metres with three drives.

Limited exploration has occurred within the tenements with no systematic exploration ever undertaken. In 2012 Auricup contracted Khumsup Ltd to conduct a MLEM survey over a 1 km strike length of the mineralised structure centred on the mine workings designed to identify potential strike and depth extension to the existing mineralisation. The survey identified two shallow; relatively strong late time conductors, possibly associated with mineralisation. The northern most conductor (T1) is at least 400 metres long and remains open to the north, though given the length of the conductor it most likely has a stratigraphic source. The second conductor (T2) is a discrete, short strike length conductor located to the south of T1 and closer to the historic workings.

Recent spoil dump samples show consistency with the documented grades from mining with samples ranging from 6.8% up to 49% Cu. The oxide zone copper species (carbonates, silicates and oxides) mainly occurred as infill in brecciated quartz veining whereas the chalcocite was mainly found as massive zones with accessory oxide zone phases. No primary copper sulphides were identified in the mine spoil which is consistent with the documentation that the mine working never intersected fresh rock. The highest copper values were associated with the chalcocite-rich transitional samples (28.3 – 48.6% Cu) however material amounts of Ag, Au and Bi can be observed.

The Project is at a very early stage of geological understanding with good exploration potential in both the short and medium term. A follow up drilling program along with systematic exploration methods will be applied in a phased exploration program. The limited exploration and production to date has focused on the near surface oxide material within the vicinity of the main shaft with no exploration testing the depth or strike extensions of the mineralisation.

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Figure 4 Location of the Victoria Bore Project

COMPANY AND PROJECTS OVERVIEW

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(b) Geology and mineralisation

Regional Geology

The region surrounding the Victoria Bore Project tenements contains extensive outcrops of Lower Proterozoic metasediments which are unconformably overlain to the west of the tenement by siliclastics and dolomitic sediments of the Middle Proterozoic Uaroo Group. The Lower Proterozoic metasediments, comprising quartz wacke, rudite, pelitic schist, BIF, dolomite and quartz-arenites are thought to be equivalent to Wyloo Group sediments that occur further to the east. However, the overlying Uaroo Group, consisting of dolomites, arenites, shale, chert and minor conglomerate only correlates in part with the Bangemall Group and the similarly aged Padbury Group. Thus, the Uaroo Group may have developed in a local basin during folding and uplift of the Wyloo Group. All of the Proterozoic rocks have undergone low-medium grade metamorphism, although only the Lower Proterozoic metasediments and the bottom section of the Uaroo Group show a slaty cleavage and mineral lineation (at times a spaced cleavage) that is reported to have developed during a single deformation.

The regional area is dominated by north-northwest striking ridges of Lower Proterozoic metasediments which dip shallowly to steeply east. On the western side of the region, Uaroo Group sediments (steeply dipping west) crop out on the eastern limb of a large north-northwest trending open synclinal structure. This structure has straight limbs in the southern part and large-scale chevron folding in the north. Five kilometres west of the tenement area, a large northsouth block (10 km long by 2 km wide) of dolerite intrudes the Uaroo Group Sediments in the core of the syncline. The stratigraphy has been dissected by many small creeks and the northward flowing Rouse Creek. Away from the ridges are spinifex covered sandy alluvial plains as can be observed in Figure 2-1 which overlay the tenement area.

The local region surrounding the tenement is dominated by the Archaean and early Proterozoic greenschist to upperamphibolite facies crystalline rocks of the Gascoyne Complex that are unconformably overlain by an outlier of midProterozoic greenschist to lower-amphibolite facies metasediments that comprise the Uaroo Group, as noted above. The Uaroo Group represents the western most part of the Edmund Supergroup that forms part of the Bangemall Basin. The pre-Cambrian basement is overlain to the west by the early-Cretaceous sediments of the Carnarvon Basin. Unconsolidated Quaternary cover is common across the area. The Victoria Bore Project is hosted within the Uaroo Group metasediments that form a tightly folded synclinal keel over the Gascoyne Group which is described above.

Local Geology

Within the tenements the Uaroo Group metasediments form the north-northwest trending limb of an open synform. Around the existing workings the lithology is defined by chloritic shales and infrequent platy quartzite, with numerous dolerite dykes intruding. The outcrop areas are generally comprised of quartz-chlorite and quartz-biotite schists with minor recrystallised carbonate beds also present.

Mineralisation

Mineralisation at the Victoria Bore Project is interpreted to be structurally hosted and occurs within chlorite, dolomite and silica altered host rocks. Mineralisation is present as supergene chalcocite and chrysocolla and malachite-rich oxide mineralisation and is primarily associated with magnetite rich quartz-sericite/quartz-chlorite schists. Supergene chalcocite has been identified in hand specimen with primary (sulphide) mineralisation consisting of chalcopyrite, galena and sphalerite hosted by a carbonate unit. In the southern most prospective digging the occurrence of copper is associated with quartz veining.

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Figure 5 Spoil Mineralised Specimen – Victoria Bore Project

COMPANY AND PROJECTS OVERVIEW

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(c) Previous exploration

Limited exploration has occurred within the tenement with no recorded systematic exploration ever undertaken. In 2012 Auricup contracted Khumsup Ltd to conduct a MLEM survey over a 1 km strike length of the mineralised structure centred on the mine workings designed to identify potential strike and depth extension to the existing mineralisation. The MLEM survey data modelled and interpreted by Precision Geophysics. The survey utilised 100 metre by 100 metre loops with 100 metre line spacing and 50 metre station spacing.

The survey identified two shallow, relatively strong late time conductors, possibly associated with mineralisation. The northern most conductor is at least 400 metres long and remains open to the north, though given the length of the conductor it most likely has a stratigraphic source. The second conductor is a discrete, short strike length conductor located to the south of the northern conductor and closer to the historic workings.

(d) Exploration potential

Due to the limited exploration completed to date no Exploration Target estimate can be reported. The project is at a very early stage of geological understanding with good exploration potential in both the short and medium term. The data available warrants follow up drilling along with systematic exploration methods be applied in a phased exploration program.

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Figure 6 Victoria Bore

COMPANY AND PROJECTS OVERVIEW

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7.4 Proposed Exploration Programs

Edjudina Project

A phased program is planned with Year 1 focusing on greatly expanding the geological understanding of mineralisation within the tenements, and prioritizing targets for resource drilling. Year 1 will include the following:

Regional mapping and sampling in untested portions of the Project.
Further close spaced geochemical sampling in known anomalous areas to enhance targeting follow up RAB and RC drilling.
Geophysical (aeromagnetic) surveying is planned across the entire tenement package to define rock structures and enhance anomalies beneath the soil cover and into the fresh rock.
Close spaced RAB drilling, particularly in E 31/1140 in the previously identified anomalies including the Jump Up Prospect. RAB drilling is planned to increase the geological understanding of the mineralised structure beneath soil cover utilising much closer drill spacings that have been used historically, and in particular deeper and angled holes which were successfully utilised in the initial drilling.
Follow up RC drilling of specific areas, and into fresh rock targets identified in prior programs. The location, number and depth of RC holes is contingent upon the outcomes of the close spaced RAB drilling.

At the completion of the Year 1 exploration program a detailed analysis will be undertaken, with the outcomes having a direct impact of the Year 2 program. Year 2 is expected to focus on the high priority targets defined during Year 1, along with expanding exploration works into more regional areas. These are expected to include:

Targeted RC drilling with the aim of defining maiden Mineral Resource with successful drilling.
Follow up RC scout drilling in regional target areas.
Large scale regional geochemical sampling program based on the outcomes of the geophysical surveys and Year 1 mapping and sampling. This work would aim to provide the longer term target generation.
Continued RAB drilling both on regional and close spacing drilling of defined targets.
Detailed geophysical surveys, include down hole surveys to enhance target generation and geological understanding, particularly structural aspects.

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Figure 7 Edjudina

COMPANY AND PROJECTS OVERVIEW

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Activity Year 1 Year 2 Total
Geochemical $25,000 $30,000 $55,000
Geophysical $55,000 $200,000 $255,000
Drilling $450,000 $875,000 $1,325,000
Specialists & Consultants $75,000 $80,000 $155,000
Total Edjudina Project $605,000 $1,185,000 $1,790,000
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Work Plan – Edjudina Project

Victoria Bore Project

The exploration strategy will commence in Year 1 and initially be aimed at RC drill testing the known copper workings as well as the identified shallow MLEM conductors with follow-up down hole electromagnetic (DHEM) surveys. In conjunction with the drilling program, the company plans to map and sample the strike extents of the structure where accessible and map the broader project geology. A further MLEM survey will be conducted on the untested continuations of the structure. Any identified EM targets will be tested by drilling.

Year 2 is planned to include a focused expanded RC drilling program aimed at defining a maiden resource. The amount and location of further drilling is contingent on the outcomes of the Year 1 exploration, however are expected to include the testing of depth extensions and along strike repetition of the structurally controlled skarn style mineralisation.

In addition, an expanded geophysical survey and geochemical program is planned in the broader Victoria Bore Project to generate targets in the broader region.

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Activity Year 1 Year 2 Total
Geochemical $8,000 $12,000 $20,000
Geophysical $30,000 $50,000 $80,000
Drilling $300,000 $450,000 $750,000
Specialists & Consultants $30,000 $50,000 $80,000
Total Victoria Bore Project $368,000 $562,000 $930,000
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Work Plan – Victoria Bore Project

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Figure 8 Victoria Bore Project

COMPANY AND PROJECTS OVERVIEW

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7.5 Proposed Budget

Estimates of expenditure to be incurred to carry out the proposed programs as outlined in Section 6.3(a) are summarised in the table below:

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Project Description Amount $
Geochemical 55,000
Geophysical 255,000
Edjudina Project
Drilling 1,325,000
Specialists and consultants 155,000
Geochemical 20,000
Geophysical 80,000
Victoria Project
Drilling 750,000
Specialists and consultants 80,000
Working capital 2,246,000
Costs of the Offer 493,000
Total 5,459,000
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The above table is a statement of current intentions as at the date of this Prospectus. Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the results of its exploration activities, the results of studies undertaken, regulatory developments, market and general economic conditions and development of new opportunities and or any number of other factors (including the risk factors outlined in this Prospectus). The Company also intends to capitalise on other opportunities including new strategic acquisitions in copper, nickel, battery and precious metals in addition to the Projects as they arise which may result in costs being incurred that are not included in the above estimates. In light of this, the Board reserves the right to alter the way the funds are applied.

For further details about the application of funds raised from the Offer refer to 6.7 of this Prospectus.

7.6 New strategic acquisitions

In addition to progressing the Projects, the Company intends to assess new strategic acquisitions that may come to its attention following completion of the Offer. In particular, the Company will be actively canvassing other mineral resource opportunities including those that are prospective for precious metals and base metals, including copper and nickel. The Company may incur costs associated with due diligence or pay exclusivity fees in relation to the assessment of potential new projects which may not progress. Such costs have not been included in the use of funds for the Offer included in this Prospectus. As at the date of this Prospectus, the Company is not aware of any new opportunities but, as detailed above, the Company intends to assess such new opportunities as they arise following completion of the Offer.

7.7 Additional Information

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

(a) Independent Geologist’s Report in Section 9 for further details about the geology, location and mineral potential of the Projects; and
(b) the Mining Tenement Report in Section 10 prepared by the Company’s solicitors in respect to the Company’s interests in the mining tenements comprising the Projects.

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08

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Directors, Key Management and Corporate Governance

DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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8.1 Director Profiles

The Board currently comprises.

~~Russell Davis – Non-Executive Chairman~~ ~~Simon Eley – Executive Director~~ ~~Ariel Edward (Eddie) King – Non-Executive Director~~

Brief profiles of the Directors of the Company are set out below.

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Russell Davis – Non-Executive Chairman

Russell Davis is a geologist with over 40 years’ experience in the mineral resources business. He has worked on the exploration and development of a range of commodities for several international and Australian companies, holding senior technical and corporate positions including chief mine geologist, exploration manager and managing director.

Mr Davis was a founding Director of Gold Road Resources Limited in 2005 and continued as an Executive then Non-executive Director until June 2016. Mr Davis was also founding Director of Syndicated Metals Limited in 2007 and Managing Director up to March 2012. Mr Davis is currently Chairman of Hammer Metals Ltd, a role held since January 2014.

Education

Bachelor of Science (Honours), Geology and Mineralogy
Graduate Diploma in Applied Finance and Investment
Master of Business Administration (MBA)

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Simon Eley – Executive Director (LLB, BA)

Simon Eley is a solicitor with considerable experience in the resource sector. Mr Eley was the founding director of Egan Street Resources and led the acquisition of the Rothsay gold project. Egan Street was acquired by Silver Lake Resources in 2019 for an implied value of $72 million. He has held the chairman role of several of ASX and NASDAQ listed companies. Mr Eley also led the team that acquired the Central Murchison Gold Project and subsequently became an executive director of Aragon Resources Limited, where he managed the progress of Aragon’s core asset, the Central Murchison gold project. Mr Eley’s experience also includes international oil and gas operations, as well as iron ore and coal projects, capital raisings, commercial agreements, dispute resolution, corporate management, strategy, acquisitions and divestments. He is currently the Managing Director of Celamin Holdings Ltd and Non-Executive Chairman of Westar Resources Ltd.

Education

Bachelor of Arts, Politics and Philosophy (BA)
Bachelor of Laws (LLB)

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Ariel Edward (Eddie) King – Non-Executive Director

Eddie King holds a Bachelor of Commerce and Bachelor of Engineering (Mining Systems) from The University of Western Australia. Mr King’s past experience includes being manager for an investment banking firm, where he specialised in the technical and financial analysis of bulk commodity and other resource projects for investment and acquisition. Mr King was also a corporate adviser and representative for a stockbroking firm where he managed capital raisings and originated acquisitions for a number of ASX listed companies.

He is currently on the board of Ragnar Metals (ASX: RAG), Eastern Iron Limited (ASX: EFE) and Queensland Pacific Metals Limited (ASX: QPM). He was a formerly a director of Lindian Resources Limited (ASX: LIN), Bowen Coking Coal Limited (ASX: BCB), Axxis Technology Group Ltd (ASX: AYG) (renamed to ECS Botanics Limited (ASX: ECS), European Cobalt Limited (ASX: EUC) (renamed to Aston Minerals Limited (ASX: ASO), Six Sigma Metals (ASX: SI6), and Sultan Resources Limited (ASX: SLZ).

Education

Bachelor of Commerce (Investment & Corporate Finance) & Bachelor of Engineering (Honours) (Mining Systems)

DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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8.2 Company Secretary

In addition to the Directors as set out in Section 8.1, the following persons are key management personnel with the Company.

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Ben Donovan – Company Secretary

Ben Donovan is a member of the Governance Institute of Australia and provides corporate advisory, IPO and consultancy services to a number of companies. Mr Donovan is currently a company secretary of several ASX listed and public unlisted companies and has gained experience across resources, agritech, biotech, media and technology industries. He has extensive experience in listing rules compliance and corporate governance, having served as a Senior Adviser at the ASX in Perth for nearly 3 years, where he managed the listing of nearly 100 companies on the ASX. In addition, Mr Donovan has experience in the capital markets having raised capital and assisted numerous companies on achieving an initial listing on the ASX, as well as for a period of time, as a private client adviser at a boutique stock broking group.

Education

Bachelor of Commerce (Honours), Applied Finance and Commercial Law
Graduate Diploma in applied Corporate Governance

8.3 Directors’ relationship with Vendors

The Company acquired one of the Victoria Bore Project Tenements from Simon Eley and acquired the Edjudina Project from Strada D’Oro Pty Ltd (Vendors). The Vendors’ relationship with the Company is as follows:

Simon Eley is an Executive Director of the Company; and
Strada D’Oro Pty Ltd is an entity in which the Non-Executive Chairman of the Company, Russell Davis has an interest in as a director and shareholder.

On this basis, the consideration, negotiation and determination by the Company of the terms of the agreements with the Vendors to acquire the Projects was undertaken by the former directors of the Company (who were not vendors of the Projects) with the assistance of the advisor, Discovery Capital Partners. Current Director Simon Eley (who was a director at the time) excused himself from matters regarding the acquisition of the Victoria Bore Project. Once initial terms were agreed between the Vendors and the Company (including board representation), current Non-Executive Director Eddie King negotiated final terms for the acquisition of the Victoria Bore Project and Edjudina Project with the assistance of the advisor, Discovery Capital Partners. The Company provided the following consideration to the Vendors for the Projects:

750,000 Shares were issued to Simon Eley’s nominee for the Victoria Bore Project; and
750,000 Shares were issued to Strada D’Oro Pty Ltd for the Edjudina Project.

8.4 Directors’ Interests

Other than as set out in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offer; or
(c) the Offer, other than intending to subscribe for Shares under the Offer as detailed in Section 8.6.

and the Company has not paid any amount or provided any benefit, or agreed to do so, to any Director, either to induce that Director to become, or to qualify them as a director of the Company, or otherwise, for services rendered by them in connection with the formation or promotion of the Company or the Offer.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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8.5 Directors’ Security Holdings

Directors are not required under the Constitution to hold any Shares. Set out in the table below are details of the relevant interests of the Directors in Securities as at the date of this Prospectus.

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Unlisted Incentive
Director Shares
Options
% interest
Number Number
(at date of Prospectus)
Russell Davis 1,128,125 [1] 8.10% 1,000,000 [4]
Simon Eley 1,856,250 [2] 13.33% 1,500,000 [4]
Ariel Edward (Eddie) King 200,000 [3] 1.44% 2,000,000 [4]
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Notes:

1. Comprising 750,000 Shares held by Strada D’Oro Pty Ltd and 378,125 Shares held by Davis Family Capital Pty Ltd, entities associated with Russell Davis. Shares held by Strada O’ro Pty Ltd were issued in consideration for the sale of the Edjudina Project to the Company. See Section 8.3 for details.

2. Comprising 250,000 Shares held by Simon Eley and 1,606,250 Shares held by Resmin Pty Ltd, an entity associated with Simon Eley. This amount includes 750,000 Shares issued to Resmin Pty Ltd in consideration for the sale of the Victoria Bore Project to the Company. See Section 8.3 for details.

3. Held by King Corporate Pty Ltd, an entity associated with Eddie King.

4. Incentive Options exercisable at $0.25 expiring 30 June 2024 and otherwise granted on the terms and conditions set out in Section 15.2. The Incentive Options were issued as reasonable remuneration for future services to be provided by the Directors to the Company and will assist with aligning the interests of all Directors with the interests of Shareholders.

Certain Directors have advised that they intend to subscribe for Shares under the Offer. Refer to Section 8.6 for further details. Accordingly, the maximum relevant interests of the Directors in Shares of the Company on completion of the Offer is set out below.

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Director Shares
% interest
Number
(on IPO)
Russell Davis 1,628,125 [1] 4.41%
Simon Eley 2,356,250 [2] 6.38%
Ariel Edward (Eddie) King 450,000 [3] 1.22%
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Notes:

1. Comprising 750,000 Shares held by Strada D’Oro Pty Ltd and up to 878,125 Shares held by Davis Family Capital Pty Ltd, entities associated with Russell Davis.

2. Comprising 250,000 Shares held by Simon Eley and up to 2,106,250 Shares held by Resmin Pty Ltd, an entity associated with Simon Eley.

3. Held by King Corporate Pty Ltd, an entity associated with Eddie King.

As at the date of this Prospectus, none of the Directors hold any other securities in the Company or rights to acquire any Shares in the Company.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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8.6 Director’s participation in the Offer

Directors are entitled to participate in the Offer by subscribing for Shares on the same terms and conditions as other Applicants. The Directors or their nominees have advised that they intend to subscribe for up to the following Shares under the Offer:

Russell Davis has advised that he intends to subscribe for up to 500,000 Shares in the Offer;
Simon Eley has advised that he intends to subscribe for up to 500,000 Shares in the Offer; and
Ariel Edward (Eddie) King has advised that he intends to subscribe for up to 250,000 Shares in the Offer.

8.7 Remuneration of Directors

The Constitution provides that the remuneration of Non-Executive Directors will not be more than the aggregate fixed sum determined by a general meeting of Shareholders or, until so, by the Directors. The aggregate remuneration for Non-Executive Directors has been set by the Board at an amount not to exceed $500,000 per annum. The Board has resolved that the Non-Executive Directors’ fees will be $24,000 per annum (inclusive of statutory superannuation) for each of Mr Russell Davis and Mr Ariel Edward (Eddie) King as the Non-Executive Directors. A summary of the material terms of the agreements between the Company and each of Mr King and Mr Davis is set out in Section 8.8.

The remuneration of Executive Directors will be fixed from time to time by the Directors and may be paid by way of fixed salary or consultancy fees. Mr Simon Eley will receive $36,000 per annum (inclusive of statutory superannuation). A summary of the material terms of the agreement between the Company and Executive Director, Mr Simon Eley is set out in Section 8.8.

The annual remuneration (inclusive of statutory superannuation) on completion of the Offer payable to each of the Directors is as follows:

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Annual Remuneration
Director from completion of
the Offer
Russell Davis $24,000
Simon Eley $36,000
Ariel Edward (Eddie) King $24,000
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*Including superannuation. The Directors have also been issued the Incentive Options as part of their reasonable remuneration for future services to be provided to the Company as detailed in Section 8.5 above. Refer to Section 15.2 for the terms and conditions of the Incentive Options.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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8.8 Key Terms of Agreements with Directors, Senior Management or Related Parties

Russell Davis – Non-Executive Chairman

The Company has entered into an agreement with Russell Davis in respect of his appointment as a Non-Executive Director of the Company.

Mr Davis will be paid a fee of $24,000 per annum (inclusive of statutory superannuation) for his services as Non-Executive Director and is also entitled to be reimbursed for all reasonable expenses incurred in performing his duties. In addition, the Company has issued Mr Davis 1,000,000 Incentive Options each exercisable at $0.25 on or before 30 June 2024 and otherwise on the terms and conditions set out in Section 15.2. The appointment of Mr Davis as a Non-Executive Director is otherwise on terms that are customary for an appointment of this nature.

Simon Eley – Executive Services Agreement

The Company and Simon Eley have entered into an executive services agreement for his role as Executive Director.

The principle terms of the agreement are as follows:

(a) A base salary of $36,000 per annum (exclusive of statutory superannuation).
(b) The agreement may be terminated:
(i) by either party without cause with 3 months’ written notice, or in the case of the Company, immediately with payment in lieu of notice;
(ii) by the Company with 3 month’s notice, or immediately with payment in lieu of notice if the executive is unable to perform his duties under the agreement for two consecutive months or a period aggregating to three months in a 12 month period;
(iii) by either party with 3 months’ written notice if the executive’s role becomes redundant. If the Company terminates the employment of the executive within 12 months of a Change of Control it will be deemed to be a termination by reason of redundancy. If the Company terminates for reason of redundancy it shall be obliged to pay the executive for any notice period worked. In addition, it will be required to pay any redundancy amount payable under applicable laws, an amount equal to 3 months’ base salary (less tax) and any accumulated entitlements;
(iv) by the Company, at any time with written notice and without payment (other than entitlements accrued to the date of termination) as a result of any occurrence which gives the Company a right of summary dismissal at common law; and
(v) by the executive immediately, by giving notice, if the Company is in breach of a material term of its agreement with him.

The agreement otherwise contains industry-standard provisions for a senior executive of a public company that is seeking a listing on the Official List of the ASX.

Ariel Edward (Eddie) King – Non-Executive Director

The Company has entered into an agreement with Ariel Edward (Eddie) King in respect of his appointment as a NonExecutive Director of the Company.

Mr King will be paid a fee of $24,000 per annum (inclusive of statutory superannuation) for his services as Non-Executive Director and is also entitled to be reimbursed for all reasonable expenses incurred in performing his duties. In addition, the Company has issued Mr King 2,000,000 Incentive Options each exercisable at $0.25 on or before 30 June 2024 and otherwise on the terms and conditions set out in Section 15.2. The appointment of Mr King as a Non-Executive Director is otherwise on terms that are customary for an appointment of this nature.

Deeds of indemnity, insurance and access

The Company is party to deeds of indemnity, insurance and access with each of the Directors. Under these deeds, the Company indemnifies each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting as a director of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant Director and must also allow the Directors to inspect board papers in certain circumstances.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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Benjamin Donovan – Company Secretary

The Company has engaged Benjamin Donovan to provide company secretary services to the Company. Mr Donovan will receive a monthly fee of $5,000 (plus GST) for this role. Mr Donovan will also receive a fee of $300 (plus GST) per hour for any additional tasks outside of the scope of the company secretarial services provided to the Company. The Company will also be responsible for all out of pocket expenses to provide company secretarial services or any additional tasks for the Company. In addition, the Company has issued Mr Donovan 300,000 Incentive Options each exercisable at $0.25 on or before 30 June 2024 and otherwise on the terms and conditions set out in Section 15.2.

These services will continue after the successful admission of the Company to the Official List of the ASX unless terminated by either party by giving 2 months’ notice in writing or:

(a) by the Company immediately by written notice should Mr Donovan be guilty of gross misconduct or wilful neglect in the discharge of his duties as Company Secretary; or
(b) by Mr Donovan immediately by written notice in the event of a breach by the Company of the agreement and failure to adequately respond or remedy such breach within 14 days of being notified of such breach.

8.9 Corporate Governance

This summary identifies the key corporate governance policies and practices adopted by the Company’s Board. The Board is committed to ensuring continued investor confidence in the operations of the Company and in maintaining high standards of corporate governance in the performance of their duties.

The full suite of the Company’s corporate governance policies and practices will be available at the Company’s website at M3mining.com.au.

The role of the Board

The role of the board of Directors is to provide strategic guidance to the Company (and its related bodies corporate), effective oversight of management and to provide a sound base for a culture of good corporate governance within the Company.

The Board will always retain ultimate authority over the management and staff of the Company and its related bodies corporate.

In performing its role, the Board should act, at all times:

(a) in recognition of its overriding responsibility to act honestly, fairly and in accordance with the law in serving the interests of the Company, its Shareholders, as well as its employees, customers and the community;
(b) in a manner designed to create and continue to build sustainable value for Shareholders;
(c) in accordance with the duties and obligations imposed upon them by the Company’s constitution and applicable law; and
(d) with integrity and objectivity, consistently with the ethical, professional and other standards set out in the Company’s corporate governance policies.

Responsibilities of the Board

The responsibilities of the Board include:

(e) represent and serve the interests of Shareholders by overseeing and appraising the Company’s strategies, policies and performance;
(f) protect and optimise the Company’s performance and build sustainable value for Shareholders;
(g) set, review and ensure compliance with the Company’s values and governance framework; and
(h) ensure that Shareholders are kept informed of the Company’s performance and major developments.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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Composition of the Board

Under the Company’s constitution, the minimum number of Directors is three and the maximum number is 10. The Board at the date of this Prospectus comprises of three Directors, namely Simon Eley, Russell Davis and Ariel Edward (Eddie) King. The Company considers that Edward King is independent.

The Directors consider the size and composition of the Board is appropriate given the current size, status and operations of the Company following the Offer.

Each Director is bound by all of the Company’s charters, policies and codes of conduct. If the Board determines it is appropriate or necessary, they may establish additional committees (in addition to the committees of the Board which have already been established as outlined below) to assist in carrying out various responsibilities of the Board. Such additional committees will be established by a formal charter.

The responsibility for the day to day operation and administration of the Company is delegated by the Board to the executive of the Company determined by the Board.

The Board seeks to nominate persons for appointment to the Board who have the qualifications, experience and skills to augment the capabilities of the Board.

Independent professional advice

The Directors are entitled to seek independent professional advice at the Company’s expense on any matter connected with the discharge of their responsibilities. Such advice may be sought in accordance with the procedures set out in the Board charter.

Share trading policy

The Company has adopted a formal policy for dealing in the Company’s Shares by Directors and employees and their related entities (in accordance with Listing Rule 12.9). The share trading policy provides that Key Management Personnel should:

(i) not deal in the Company’s shares while in possession of price sensitive, non-public information; and
(j) only trade in the Company’s shares after receiving clearance to do so from a designated clearance officer, where clearance may not be provided in defined “blackout periods”.

The share trading policy is available on the Company’s website at M3mining.com.au.

Remuneration policy

The Company has adopted a remuneration policy designed to align individual and team reward and encourage executives to perform to their full capacity.

Remuneration packages may contain any or all of the following:

(k) annual salary with provision to recognise the value of the individuals’ personal performance and their ability and experience;
(l) rewards, bonuses, commissions, special payments and other measures available to reward individuals if deemed appropriate;
(m) long term incentives – executive Directors may participate in share option schemes with the prior approval of Shareholders; and
(n) other benefits, such as holiday leave, sickness benefits, superannuation payments and long service benefits.

The Board will determine the appropriate level and structure of remuneration of the executive team and such consideration will occur each year.

Remuneration of executives will be reviewed annually by the Board. Determination of Non-Executive Director’s fees is with regard to the long term performance of the Company.

Diversity Policy

The Company has adopted a diversity policy which sets out the Company’s objectives for achieving diversity amongst its board, management and employees.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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Whistleblower Policy

The Board has adopted a whistleblower policy to ensure concerns regarding unacceptable conduct, including breaches of the Company’s policies and standards and all relevant legislation, can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The whistleblower policy sets out who the policy applies to, the types of conduct or suspected conduct the policy covers, how to make disclosures of unacceptable conduct and the protections available to whistleblowers (including protecting the confidentiality of the whistleblower, protecting the whistleblower against detriment and protecting the whistleblower from civil, criminal and administrative liability). The whistleblower policy also sets out how disclosures of unacceptable conduct will be investigated by the Company, demonstrating the Company’s commitment to dealing with disclosures thoroughly, confidentially and in a timely manner.

Anti-Bribery and Anti-Corruption Policy

The Company has adopted an anti-bribery and anti-corruption policy which sets out the Company’s requirements in relation to interactions with third parties in both the public and private sector, forbidding corrupt interactions with such individuals.

Continuous disclosure policy

The Company, as a listed public company, is required to disclose price sensitive information to the market as it becomes known to comply with the continuous disclosure requirements of the Corporations Act and the Listing Rules.

The Company has adopted a continuous disclosure policy. The continuous disclosure policy of the Company ensures that all Shareholders and investors have equal access to the Company’s information, to the extent practicable. Price sensitive information will be disclosed by way of an announcement to ASX and placed on the Company’s website.

Shareholder communication

The Board strives to ensure that Shareholders are provided with full and timely information to assess the performance of the Company and its Directors and to make well-informed investment decisions.

Information is communicated to Shareholders:

(o) through the release of information to the market via ASX;
(p) through the distribution of the annual report and notice of annual general meeting;
(q) through letters and other forms of communications directly to Shareholders; and
(r) by posting relevant information on the Company’s website.

Ethical standards and business conduct

The Board recognises the need for Directors and employees to observe appropriate standards of behaviour and business ethics when engaging in corporate activity. Through its code of conduct, the Board intends to maintain a reputation for integrity. The Company’s business ethics are founded on openness, honesty, fairness, integrity, mutual respect, ethical conduct and compliance with laws.

The standards set out in the code of conduct are required to be adhered to by officers and employees of the Company. The code of conduct and further details of these standards can be found on the Company’s website.

Risk Management and Internal Compliance and Control

The identification and proper management of the Company’s risks are an important priority of the Board, and the Company is committed to designing and implementing systems and methods appropriate to minimise and control its risks. The Board has adopted a risk management policy which sets out the accountabilities and responsibilities of the Board, the Executive Directors, senior management, the Company Secretary and all other employees of the Company in relation to risk management. The Board has overall responsibility for the identification, understanding and monitoring of key strategic risks affecting the Company and overseeing the Company’s risk management framework.

ASX Corporate Governance Principles and Recommendations

Where possible and having regard to the size and nature of the Company’s operations, the Board has adopted the Corporate Governance Principles and Recommendations (4th Edition) issued by ASX Corporate Governance Council. As a listed entity the Company has been required to report any departures from the principles and recommendations in its annual report. The Company’s proposed departures from the principles and recommendations, as at the date of re-admission to the Official List, are set out in the table below.

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DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

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

Recommendation Explanation of departure
1.5 Measurable objectives for achieving The Company has not formally established measurable
gender diversity should be objectives for achieving gender diversity given the current
established and disclosed. stage of its operations and number of employees.
The Company has however adopted a Diversity Policy
which outlines the Company’s objectives in the provision
of equal opportunities in respect of employment and
employment conditions. The Diversity Policy is available
on the Company’s website. The Company will review the
requirement to set and report on measurable objectives for
achieving gender diversity as the Company’s operations and
employee numbers grow.
2.1 The Board should have a The Company has not constituted a Nomination Committee
Nomination Committee. given the size of the Board and the nature and scale of the
Company’s operations. The full Board carries out the role of
a Nomination Committee.
2.4 The majority of the Board (and The Board is currently comprised of three Directors including
(4.1, 7.1 any board committees) should be one independent Non-Executive Director, Mr Eddie King. The
& 8.1) independent directors. Board considers that its current composition is appropriate
given the current size and stage of development of the
Company and allows for the best utilisation of the experience
and expertise of its members.
Directors having a conflict of interest in relation to a particular
item of business must absent themselves from the Board
meeting before commencement of discussion on the topic.
2.5 The Chairman should be an The Chairman, Mr Russell Davis is not considered to be an
independent director. independent Director as he is associated with the vendor
of the Edjudina Project. Notwithstanding this, the Directors
believe that Mr Davis will be able to, and will make, quality
and independent judgement in the best interests of the
Company on all relevant issues before the Board.
4.1 The Board should have an Audit The Board does not have a separately constituted Audit
Committee. Committee given the size of the Board and the nature
and scale of the Company’s operations. The Board as a
whole fulfils the functions normally delegated to the Audit
Committee as detailed in the Audit Committee Charter.
7.1 The Board should have a The Board has not constituted a Risk Committee given the
committee to oversee risk. size of the Board and the nature and scale of its activities.
The Board as a whole is responsible for the oversight of
the Company’s risk management and internal compliance
and control framework. Following admission to quotation,
responsibility for control of risk management will be delegated
to the appropriate level of management within the Company,
with the Executive Director having ultimate responsibility to
the Board for the risk management and internal compliance
and control framework.
8.1 The Board should have a The Board does not have a separately constituted
Remuneration Committee. Remuneration Committee given the size of the Board and the
nature and scale of the Company’s operations. The Board
as a whole fulfils the functions normally delegated to the
Remuneration Committee as detailed in the Remuneration
Committee Charter.
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09 Independent Geologist’s Report

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M3 Mining Project Independent Geologist Report M3 Mining

Job Number: LVI - 00006 Date: 20 May 2021

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IMPORTANT INFORMATION ABOUT THIS DOCUMENT

1. Our Customer

This report has been produced by or on behalf of Lily Valley International Ltd (LVI) solely for M3 Mining Limited (“the Client”) to undertake an independent technical review on two projects Victoria Bore and Edjudina projects located in Western Australia.

2. Client Use

The Client’s use and disclosure of this report is subject to the terms and conditions under which LVI prepared the report. This report will be included in a prospectus to be issued by the Client to support its proposed listing on the Australian Stock Exchange (“Prospectus”)

3. Notice to Third Parties

LVI prepared this report for the Client only. If you are not the Client:

LVI has prepared this report having regard to the particular needs and interests of the Client, and in accordance with the Client’s instructions. It did not draft this report having regard to any other person’s particular needs or interests. Your needs and interests may be distinctly different to the Client’s needs and interests, and the report may not be sufficient, fit or appropriate for your purposes.
LVI has prepared this report for the Client for inclusion in the Prospectus. LVI expressly disclaims any assumption of responsibility for any reliance on this report for any purpose other than the purpose for what it is intended.

4. Inputs, subsequent changes and no duty to update

LVI has created this report using data and information provided by or on behalf of the Client and the Client’s agents and Contractors. Unless specifically stated otherwise, LVI has not independently verified that data and information. LVI accepts no liability for the accuracy or completeness of that data and information, even if that data and information has been incorporated into or relied upon in creating this report (or parts of it).
The conclusions and opinions contained in this report apply as at the date of the report. Events (including changes to any of the data and information that LVI used in preparing the report) may have occurred since that date which may impact on those conclusions and opinions and make them unreliable. LVI is under no duty to update the report upon the occurrence of any such event, though it reserves the right to do so.

5. Mining Unknown Factors

The ability of any person to achieve forward-looking production and economic targets is dependent on numerous factors that are beyond LVI’s control and that LVI cannot anticipate. These factors include, but are not limited to, site-specific mining and geological conditions, management and personnel capabilities, availability of funding to properly operate and capitalize the operation, variations in cost elements and market conditions, developing and operating the mine in an efficient manner, unforeseen changes in legislation and new industry developments. Any of these factors may substantially alter the performance of any mining operation. This report has been prepared for M3 Mining Ltd. and must be read in its entirety and subject to the third party disclaimer clauses contained in the body of the report.

6. Consents

LVI has provided consent for the inclusion, in full, of this report in the Prospectus, and to the inclusion of statements in the Prospectus about this report , in the form and context in which the report and those statements appear, and has not withdrawn that consent before lodgement of the Prospectus with the Australian Securities and Investments Commission.

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Executive Summary

M3 Mining Limited (ACN 644 548 434)

Lily Valley International Pty. Ltd. 54 Ridgeland Drive Teringie, South Australia, 5072 Phone: +614 2793 195

20 May, 2021

RE: M3 Mining Independent Geologists Report

Lily Valley International Pty. Ltd. (“LVI”) has been engaged by M3 Mining (“M3 Mining” or “the Client” or the “Company”) to undertake an Independent Review and compile Independent Geologists Report (“IGR” or the “Report”) on two projects Vic Bore Copper Project and Edjudina Gold Project (the “Projects”) located in Western Australia. The Projects are considered to be early stage of exploration greenfield projects of which the Company has 100% equity holdings in the various exploration licences.

The Exploration Results (as defined in Appendix A ) have been reported to be in accordance with the recommended guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves JORC Code (2012 Edition) at a 100% equity stake.

LVI’s technical team (“the Team”) consisted of Competent Person’s and Principle Consultants. LVI’s Competent Person was responsible for compiling or supervising the compilation of the IGR. A single site visit to the Projects was completed by a delegate of the Competent Person during the last week of November, 2020 and the first week of December, 2020. This site visit included a review of historical workings and exploration work completed.

In addition to work undertaken to generate IGR, the Report relies largely on information provided by the Company, either directly from the sites and other offices, or from reports by other organizations whose work is the property of the Company or its subsidiaries. The data relied upon for the IGR independently completed by LVI have been compiled primarily by the Client and subsequently reviewed and verified as well as reasonably possible by LVI. The Report is based on information made available to LVI as at 20 May, 2021. The Client has not advised LVI of any material change, or event likely to cause material change, to the underlying data, designs or forecasts since the date of asset inspections.

Project Summary

Edjudina Project

The Edjudina Project comprises seven licences held or under application by the Company which are located approximately 150 km north east of the regional city of Kalgoorlie in Western Australia. The Project can be accessed via excellent quality tarred and gravel roads while the tenement areas are readily accessible by gravel and station access roads. The local roads, while requiring upgrade to support any mining operations, are currently accessible all year-round and suitable for access by exploration teams and associated equipment including drill rigs.
No large-scale mining has occurred within the tenement area, however historical near surface workings can be observed throughout the region, particularly within and along strike of the previous mines in the Yilgangi Mining Field.
Several phases of grassroots exploration have been undertaken within the tenement package which identified several priority target areas. Historical works included geochemical sampling, mapping, Aircore, RAB and RC drilling along with various large scale geophysical surveys. Geochemical sampling was completed across large areas of the tenements, however typically on larger than 400m spacings via conventional soil sampling or auger drilling. While several anomalies were identified, only limited areas of wide spaced ‘follow-up’ RAB and Aircore drilling was completed. RC drilling has been completed on two areas in the tenements and one directly adjacent to the tenements (as noted in Section 5 ) however this is very limited with the majority of the anomalous regions never systematically explored.

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Based on the supplied data, gold mineralisation within the tenements is likely in line with the commonly observed Eastern Goldfields shear hosted. Given the tenements are either along strike, or along interpreted structures of the highly structurally controlled Yilgangie Goldfield, mineralisation within the tenements is likely to be highly structurally controlled requiring phased exploration methods. Having noted this, LVI considers there to be potential for variable styles of mineralisation to occur, of note is the anomaly in the northern tenement in E 31/1140, which occurs within both the felsic and sedimentary rock units.
Following a review of all historical data LVI considers the Edjudina tenement package to show good potential to define further gold mineralisation with multiple drill ready targets, along with medium to long term prospects that have had limited effective exploration completed to date. While numerous phases of exploration have been completed, LVI is of the opinion, in line with previous authors, that a large proportion of the grassroots exploration, such as aircore and RAB drilling, has been ineffective due to the depth of soil cover in the region, limited depth of historical drilling and potential style of mineralisation.

Victoria Bore Project

Victoria Bore is contained within two tenements centred on the historic Victoria Copper mine which reportedly produced high Cu grades averaging 32.7% for 62.5 t of Copper from near surface in the 1950’s. The Victoria Bore Project is located approximately 120 km south of the coast town of Onslow and 130km south east of Exmouth in Western Australia ( Figure 1-1 ). The tenement lies adjacent to the North West Coastal highway and is readily accessible by gravel tracks. The local roads, while requiring upgrade to support mining operations, are accessible year-round and suitable to support ongoing exploration teams and associated equipment including drill rigs during the drilling season.
While no major mining has been undertaken, the small-scale historical Victoria Copper Mine Mineralisation was discovered around 1914 with workings covering a length of 130 metres via a series of shallow shafts, 1-2 metres wide, with the main shaft to a depth of 21 metres with three drives.
Limited exploration has occurred within the tenement with no systematic exploration ever undertaken. In 2012 Auricup contracted Khumsup Ltd to conduct a MLEM survey over a 1 km strike length of the mineralised structure centred on the mine workings designed to identify potential strike and depth extension to the existing mineralisation. The survey identified two shallow; relatively strong late time conductors, possibly associated with mineralisation. The northern most conductor (T1) is at least 400 metres long and remains open to the north, though given the length of the conductor it most likely has a stratigraphic source. The second conductor (T2) is a discrete, short strike length conductor located to the south of T1 and covers the area of the historic workings.
Recent spoil dump samples show consistency with the documented grades from mining with samples ranging from 6.8% up to 49% Cu. The oxide zone copper species (carbonates, silicates and oxides) mainly occurred as infill in brecciated quartz veining whereas the chalcocite was mainly found as massive zones with accessory oxide zone phases. No primary copper sulphides were identified in the mine spoil which is consistent with the documentation that the mine working never intersected fresh rock. The highest copper values were associated with the chalcocite-rich transitional samples (28.3 – 48.6% Cu) however material amounts of Ag, Au and Bi can be observed.
LVI considers the project to be at the very early stages of geological understanding with good exploration potential in both the short and medium term. LVI considers the data available warrants follow up drilling along with systematic exploration methods be applied in a phased exploration program. The limited exploration and production to date has focused on the near surface oxide

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material within the vicinity of the main shaft with no exploration testing the depth or strike extensions of the mineralisation.

LVI Qualifications and Experience

Lily Valley International is a boutique firm specialising in strategic advice to investors and companies focused on the fundamentals of mining economics aiming to position projects to realise value during the investment cycle. With all team members having over 20 years of experience working in the mining industry the LVI team has gained extensive experience in all mining jurisdictions globally. With truly global experience LVI brings a unique skillset and approach to mining investments with a detailed understanding of the major pitfalls to the successful development projects of all scales.

LVI has been paid, and has agreed to be paid, professional fees for its preparation of this report; however, none of LVI or its directors, staff or sub-consultants who contributed to this report has any interest or entitlement, direct or indirect in:

the Company, securities of the Company or companies associated with the Company; or
the right or options in the relevant Project.

The work undertaken is a Report of the information provided by or on behalf of the Company, as well as information collected during site inspections completed by LVI as part of the Report process. It specifically excludes all aspects of legal issues, marketing, commercial and financing matters, insurance, land titles and usage agreements, and any other agreements/contracts that Company may have entered into.

LVI does not warrant the completeness or accuracy of information provided by the Company which has been used in the preparation of this report.

The title of this report does not pass to the Client until all consideration has been paid in full.

Drafts of this report were provided to the Client, but only for the purpose of confirming the accuracy of factual material and the reasonableness of assumptions relied upon in the report.

Generally, the data available was sufficient for LVI to complete the scope of work. The quality and quantity of data available, and the cooperative assistance, in LVI’s view, clearly demonstrated the Company’s assistance in the Report process. All opinions, findings and conclusions expressed in the report are those of LVI and its specialist advisors.

Yours faithfully,

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Jeremy Clark

Director (Competent Person).

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TABLE OF CONTENTS	TABLE OF CONTENTS
EXECUTIVE SUMMARY .......................................................................................................... III
1.	INTRODUCTION .............................................................................................................. 9
	Relevant Assets ................................................................................................................................................. 9
	Review Methodology ......................................................................................................................................... 9
	Site Visits and Inspections ............................................................................................................................... 10
	Information Sources ......................................................................................................................................... 10
	Competent Person and Responsibilities .......................................................................................................... 10
	Limitations and Exclusions............................................................................................................................... 12
2.	PROJECT OVERVIEW ................................................................................................... 14
	Edjudina ........................................................................................................................................................... 14
	Victoria Bore .................................................................................................................................................... 17
3.	MINERAL RIGHTS AND LAND TENURE ...................................................................... 19
	Edjudina ........................................................................................................................................................... 19
	Victoria Bore .................................................................................................................................................... 19
4.	GEOLOGICAL SETTING AND MINERALISATION ....................................................... 21
	Edjudina ........................................................................................................................................................... 21
	Victoria Bore .................................................................................................................................................... 28
5.	EXPLORATION WORKS ............................................................................................... 31
	Edjudina ........................................................................................................................................................... 31
	Victoria Bore .................................................................................................................................................... 36
6.	DATA VERIFICATION .................................................................................................... 39
	Edjudina ........................................................................................................................................................... 39
	Victoria Bore .................................................................................................................................................... 40
7.	EXPLORATION POTENTIAL REVIEW .......................................................................... 42
	Edjudina ........................................................................................................................................................... 42
	Victoria Bore .................................................................................................................................................... 48
8.	WORK PROGRAMS ...................................................................................................... 49
	Edjudina ........................................................................................................................................................... 49
	Victoria Bore .................................................................................................................................................... 50
Section 1 of the JORC Code, 2012 Edition – Table 1............................................................................................. 67
Section 2 of the JORC Code, 2012 Edition – Table 1............................................................................................. 69

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LIST OF TABLES

Table 3-1 Edjudina Project Licences Details .............................................................................................. 19 Table 3-2 Victoria Bore Project Licences Details ........................................................................................ 19 Table 5-1 Summary of Exploration Works - Edjudina ................................................................................. 31 Table 5-2 Selected Significant RC Intercepts Rainbow Prospect Outside Tenement ................................ 32 Table 5-3 Jump Up Prospect Significant Intercepts >0.5g/t ....................................................................... 33 Table 5-4 Drill Collar Locations - Victoria Bore ........................................................................................... 36 Table 5-5 Victoria Copper Mine Auricup Rock Chip Sample Assays. ........................................................ 37 Table 6-1 Site Visit Observation Points. ..................................................................................................... 40 Table 8-1 Work Plan – Edjudina ................................................................................................................. 50 Table 8-2 Work Plan Budget – Victoria Bore .............................................................................................. 50

LIST OF FIGURES

Figure 1-1 General Location Map ............................................................................................................... 11 Figure 2-1 Monthly Regional Climate .......................................................................................................... 16 Figure 2-2 Climate and Mine Shaft ............................................................................................................. 18 Figure 3-1 Detailed Location Map ............................................................................................................... 20 Figure 4-1 Regional Geology Map - Edjudina ............................................................................................. 22 Figure 4-2 Specimen Sample from the Nearby Mines - Edjudina ............................................................... 25 Figure 4-3 Local Geology Map - Edjudina .................................................................................................. 26 Figure 4-4 Yilgangie Mining Area Local Map .............................................................................................. 27 Figure 4-5 Geology Maps – Victoria Bore ................................................................................................... 29 Figure 4-6 Spoil Mineralised Specimen – Victoria Bore ............................................................................. 30 Figure 5-1 Soil Sampling (Au ppb) - Edjudina............................................................................................. 34 Figure 5-2 Drilling Locations Jumping Up - Edjudina .................................................................................. 35 Figure 5-3 MLEM Survey- Victoria Bore ..................................................................................................... 38 Figure 6-1 RC Rejects - Edjudina ............................................................................................................... 39 Figure 6-2 Historical Digging – Victoria Bore .............................................................................................. 41 Figure 7-1 Exploration Target Map - Edjudina ............................................................................................ 44 Figure 7-2 Drill Plans - Edjudina ................................................................................................................. 45 Figure 7-3 Cross Sections - Edjudina ......................................................................................................... 47

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LIST OF APPENDICES

A. Glossary B. Drill Collars and Significant Intercepts C. JORC TABLE 1

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1. Introduction

Lily Valley International Pty. Ltd. (“LVI”) has been engaged by M3 Mining Limited (“M3 Mining” or “the Client” or the “Company”) to undertake an Independent Review and compile an Independent Geologists Report (“IGR” or the “Report”) on the Edjudina Gold Project and Victoria Bore Copper Project (the “Projects”) located in Western Australia. The Projects are considered to be early stage of exploration greenfield projects with good exploration potential of which the Company has 100% equity holdings in the various exploration licences.

LVI understands this IGR will be included in the prospectus for the proposed Initial Public Offering (“IPO”) on the Australian Stock Exchange and has been prepared to the various regulation of the ASX and in accordance with the recommended guidelines of the JORC Code. As such the IGR is suitable for public Reporting upon consent from LVI.

LVI’s scope of work included:

Completion of a Site Visit to the Assets by a representative of LVI’s Competent Person as required by the JORC Code.
Compilation of Independent Geologist’s Report for inclusion in an ASX Prospectus
Compile an Independent Geologist’s Report in accordance with the requirements of ASX Listing Rules and capable of inclusion into a listing document of the Client including:
Undertake various independent validation checks and review of remaining drilling and exploration materials, and assaying facilities where applicable.
Comment on the historical exploration work, results, and project potential.
Provide Exploration Results for the Relevant Assets with the aim of meeting the recommended guidelines of JORC.
If appliable, include historical estimates in line with the JORC Code requirements for public reporting.
Outline the proposed exploration plan and budget.
Outline the Client’s short- and long-term development plans.
Comment on regional and local infrastructure.
Comments on technical risks and opportunities in respect to the Relevant Assets, and
Provide relevant JORC Sign Off for both the Exploration Results and IGR.

LVI compiled an Independent Geologists Report as per the JORC Code and the ASX Listing Rules.

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Relevant Assets

The Relevant Assets include two Projects located in Western Australia, namely the Victoria Bore Copper Project and the Edjudina Gold Project ( Figure 1-1 ). The Projects are at an early stage of exploration with some drilling completed along with various other early-stage exploration works. These are detailed in various sections of the Report.

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Review Methodology

LVI’s Report methodology was as follows:

Review existing reports and data,
Conduct a Competent Person site visit;
Discussions with Project personnel of the Company prior to and following the site visit;
Independent Reporting of Exploration Results in accordance with the guidelines of the JORC Code; and

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Preparation of a Report and provision of drafts of the Report to Project personnel to ensure factual accuracy and reasonableness of assumptions.

The comments and forecasts in this Report are based on information compiled by enquiry and verbal comment from the Client and Project personnel from the Company. Where possible, this information has been independently checked against hard copy data or by comment from more than one source. Where there was conflicting information on issues, LVI used its professional judgment to assess the issues.

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Site Visits and Inspections

A single site visit was undertaken to each project area by Mr David Allmark as a delegate of the Competent Person. These site visits focused on reviewing the geological setting, outcrops, historical workings as well as evidence of the historical exploration undertaken. The site visit occurred on the 27[th] November 2020 to Edjudina, while Victoria Bore was visited on the 2[nd] December, 2020.

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Information Sources

Several geological studies, drill hole and geochemical analysis have been undertaken as well as geophysical studies were provided for the Projects.

A listing of the documents referenced is provided at the end of this report. None of the entities referred to in this report have consented to their inclusion in this Prospectus and have only been referred to in the context of reporting material fact

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Competent Person and Responsibilities

The IGR has been compiled in accordance with the recommended guidelines of the JORC Code and is suitable for public reporting.

1.5.1 Team Responsibility

As part of the Team, members who have worked to compile this report include the following:

Mr. Jeremy Clark – Jeremy was responsible for the review of the documentation and Exploration Results and supervision of all Team members, their work and the compilation of the Report. Jeremy assumes responsibility of the Report as Competent Person.
Mr David Allmark – Completed the site visit on behalf of the Competent Person.

1.5.2 Competent Person

The information in this report that relates to Exploration Results, and Mineral Resources are based on information compiled by Mr. Jeremy Clark who is a full-time employee of LVI and a Registered Member of the Australian Institute of Mining and Metallurgy. Mr. Clark has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he has undertaken to qualify as a Competent Person as defined in the JORC Code 2012.

Reporting of the exploration results (where application) complies with the recommended guidelines of the JORC Code 2012 and is therefore suitable for public reporting.

………………………………………

Jeremy Clark (MAUSIMM and MAIG).

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Notes Client Project Information Independent Geologists Report Name General Location Plan Figure Date

1-1 May 2021

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Limitations and Exclusions

This Report has been prepared by LVI solely for the use of M3 Mining.

LVI’s review was based on various reports, plans and tabulations provided by M3 Mining or the Client either directly from the site and other offices, or from reports by other organizations whose work is the property of the M3 Mining or the Client. Neither M3 Mining nor the Client has advised LVI of any material change, or event likely to cause material change, to the estimates, result or forecasts since the date of asset inspections.

The work undertaken for this Report is that required for a technical review of the information, coupled with such inspections as the Team considered appropriate to prepare this Report.

It specifically excludes all aspects of legal issues, commercial and financing matters, land titles and agreements, except such aspects as may directly influence technical, operational or cost issues and where applicable to the JORC Code guidelines.

LVI has specifically excluded making any comments on the competitive position of the Relevant Asset compared with other similar and competing producers around the world. LVI strongly advises that any potential investors make their own comprehensive assessment of both the competitive position of the Relevant Asset in the market, and the fundamentals of the gold markets at large.

1.6.1 Responsibility and Context of this Report

The contents of this Report have been based upon and created using data and information provided by or on behalf of M3 Mining or the Client. LVI accepts no liability for the accuracy or completeness of data and information provided to it by, or obtained by it from M3 Mining, the Client or any third parties, even if that data and information has been incorporated into or relied upon in creating this report.

The report has been produced by LVI in good faith using information that was available to LVI as at the date stated on the cover page.

This report contains forecasts, estimates and findings that may materially change in the event that any of the information supplied to LVI is inaccurate or is materially changed. LVI is under no obligation to update the information contained in the report.

Notwithstanding the above, in LVI’s opinion, the data and information provided by or on behalf of M3 Mining or the Client was reasonable, and nothing discovered during the preparation of this Report suggests that there was a significant error or misrepresentation of such data or information.

1.6.2 Indemnification

M3 Mining has indemnified and held harmless LVI and its subcontractors, consultants, agents, officers, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including lawyers’ fees and other costs of litigation, arbitration or mediation) arising out of the non-provision of material information by the Client or LVI’s reliance on any information provided by or on behalf of the Client which is inaccurate or incomplete.

1.6.3 Mining Unknown Factors

The findings and opinions presented herein are not warranted in any manner, expressed or implied. The ability of the operator, or any other related business unit, to achieve forward looking production and economic targets is dependent upon numerous factors that are beyond LVI’s control and which cannot be fully anticipated by LVI. These factors include site specific mining and geological conditions, the capabilities of management and employees, availability of funding to properly operate and capitalise the operation, variations in cost elements and market conditions, developing and operating the mine in an efficient manner, etc. Unforeseen changes in legislation and new industry developments could substantially alter the performance of any mining operation.

1.6.4 Capability and Independence

LVI provides advisory services to the mining and finance sectors. Within its core expertise it provides independent technical reviews, resource evaluation, mining engineering and mine valuation services to the resources and financial services industries.

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This report has been prepared for M3 Mining and must be read in its entirety and is subject to all assumptions, limitations and disclaimers contained in the body of the report.

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LVI has independently assessed the Relevant Assets of the Project by reviewing pertinent data, including site specific and broader scale regional exploration data. All opinions, findings and conclusions expressed in this Report are those of LVI and its specialist advisors.

Drafts of this Report were provided to M3 Mining, but only for the purpose of confirming the accuracy of factual material and the reasonableness of assumptions relied upon in this Report.

LVI has been paid, and has agreed to be paid, professional fees based on a fixed fee estimate for its preparation of this Report. Its remuneration is not dependent upon the findings of this Report or on the outcome of the transaction.

None of LVI or its directors, staff or specialists who contributed to this Report have any economic or beneficial interest (present or contingent), in:

the Project, securities of the companies associated with the Project or that of M3 Mining; or
the right or options in the Relevant Assets; or
the outcome of any proposed transaction in relation to this Report.
LVI has not provided independent advice to the Client previously. All exploration data has been collected by the Client and its staff or previous owners and LVI has not been involved with any data collection at the sites. LVI has been remunerated for this work and is not a beneficiary to the proposed transaction. LVI hence considers that it is independent of the transaction and project and able to fulfil the role of Independent Geologist for the purposes of this report.

This Report was compiled on behalf of LVI by the signatories to this Report. The specialists who contributed to the findings within this Report have each consented to the matters based on their information in the form and context in which it appears.

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2. Project Overview

The Projects has been subjected to a variety of types and levels of exploration activities however both are considered to be greenfield assets displaying good prospectively. A description of each is provided below.

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Edjudina

The Edjudina Project comprises seven licences held or under application by the Company and is located approximately 150km north east of Kalgoorlie forming part of the North Coolgardie Mineral Field . While Edjudina has been subject to several campaigns of historical scout drilling and grassroots exploration, LVI is of the opinion regional first pass exploration has been largely ineffective due to the significant transported soil cover or limited understanding of the geological setting. While largely ineffective, and <50m in depth, closed spaced RC and RAB drilling on known mineralised prospects in the region resulted in several significant historical intercepts including, but not limited to:

Jump Up Prospect (E 31/1258)

2m @ 5.69g/t Au including 1m @ 9.8g/t Au from 37m to end of hole in JURB093, and
8m @ 1.29g/t Au from 36m Au in JURB188.

Edjudina East (E 31/1141)

8m @ 2.1g/t from 31m to the end of hole including 1m @ 9.8g/t in RRC055, and
1m at 0.6g/t from 21m in RRC054.

LVI is of the opinion these tenements, located in well-known gold districts, present an opportunity to utilise modern exploration methods which has not been undertaken previously. Following review of all the historical exploration and regional mineralisation trends, systematic exploration understood to be planned, including the ‘walk up’ drill targets throughout the tenement. Further information is provided in Sections 5 and 7.

2.1.1 Project Location and Access

LVI presents the below summary however notes further information is provided in Section 7 of the Prospectus.

The Edjudina tenement package is located approximately 150 km north east of the regional city of Kalgoorlie in Western Australia ( Figure 1-1 ) and can be accessed via excellent quality tarred and gravel roads while the tenement areas are readily accessible by gravel and station access roads. The local roads, while requiring upgrade to support any mining operations, are currently accessible all year-round and suitable for access by exploration teams and associated equipment including drill rigs.

Being the major regional city, Kalgoorlie is a major hub of both transport and goods supply for the region. The city is connected by train and air along with major national highways both to Perth and interstate to other capital cities and regions.

2.1.2 Regional Environment

The geography is typical of central Western Australia having a reasonably flat lying topography ( Figure 2- 1 ) with a local steppe climate (Bsh). Limited rainfall occurs throughout the year with an average of 257mm per year and a temperature of 18.2[o] C however, this varies considerably throughout the year as shown in Figure 2-1. LVI considers there to be no limitations on mining or exploration due to climate which is consistent with the majority if operations in the eastern goldfields.

2.1.3 Mining History

No large-scale mining has occurred within the tenement area, however historical near surface workings can be observed throughout, particularly along strike of the previous mines within the Yilgangi Mining Field

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( Figure 4-4 ). The gold mining area known as the “Yilgangie Goldfield” included a number of historical small scale producing mines, the largest of which was the Yilgangi Queen mine which produced 42,351 t for 35k ounces Au (25.9 g/t Au) between 1935 and 1982. Other mines included the Yilgangi which produced 1,094t for 605 ounces Au (17.2 g/t Au) between 1903 and 1905 and Yilgangi King which produced 636 t for 365 ounces Au (17.9 g/t Au) between 1924 and 1974.

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Edjudina Regional Climate

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Edjudina Landscape

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Notes Client Project Information
Independent Geologists Report
Name Climate Graph and Landscape Photo
Figure Date
2-1 May 2021
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Victoria Bore

Victoria Bore is contained within two tenements centred on the historic Victoria Copper mine. The mine reportedly produced high Cu grades of up to 32.7% from near surface in the 1950’s however, the potential fresh rock mineralisation was never intersected nor tested, presenting a blue-sky opportunity. Recent spoil dump samples show consistency with these documented grades with samples ranging from 6.8% up to 49% Cu. Of significance, initial geophysical surveys over a small portion of the tenement indicate two anomalies which continue at depth consistent with the interpreted mineralisation trends. With very limited exploration ever completed on the tenement, these targets present ‘walk up’ drill targets within a tenement with no modern exploration ever undertaken.

2.2.1 Project Location and Access

LVI presents the below summary however notes further information is provided in Section 7 of the Prospectus

The Victoria Bore Project is located approximately 120 km south of the coast town of Onslow and 130km south east of Exmouth in Western Australia ( Figure 1-1 ) and lies adjacent to the North West Coastal highway and is readily accessible by gravel tracks. The local roads, while requiring upgrade to support mining operations, are accessible year-round and suitable to support ongoing exploration teams and associated equipment including drill rigs during the drilling season.

The region is connected to major coastal towns of Carnarvon and Karratha via the North West Coastal highway, with domestic flights to Perth (1,000km south) operate from Exmouth allowing easy access to site.

2.2.2 Regional Environment

The geography is typical of central northern Western Australia and is considered to have a Hot deserts climate (BWh). Limited rainfall occurs throughout the year with an average of approximately 230mm per year and an average temperature of 24.7[o] C however this varies considerably throughout the year as shown in Figure 2-2. The region is subject to occasional cyclones and tropical lows which would impact operations for less than one week . Other than rare cyclones, no limitations on mining or exploration occur due to climate.

2.2.3 Mining History

While no major mining has been undertaken, the small-scale historical Victoria Copper Mine is located within the tenement which ceased production in the 1950’s having produced 183 tonnes at 32.7% Cu for 62.5 tonnes of copper. Mineralisation was discovered around 1914 with workings covering a length of 130 metres via a series of shallow shafts, 1-2 metres wide, with the main shaft to a depth of 21 metres with three drives. LVI notes this this shaft is currently only 12 metres deep due to collapses and understands, through documentation, that there is substantial supergene enrichment in the deeper levels of the mine however fresh rock was not intersected.

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Victoria Bore Regional Climate Source: Exmouth climate: Average Temperature, weather by month, Exmouth water temperature - Climate-Data.org (climate-data.org)

Victoria Mine Main Shaft

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Notes Client Project Information
Independent Geologists Report
Name Climate and Mine Shaft – Victoria Bore
Figure Date
2-2 May 2021
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3. Mineral Rights and Land Tenure

LVI provides this information for reference only and recommends that land titles and ownership rights be reviewed by legal experts.

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Edjudina

The Client holds interests in 7 tenements including 6 exploration licences and a prospecting licence, as shown graphically in Figure 3-1 and detailed in Table 3-1 . These enable the planned exploration activities and associated surface disturbances.

All permits are understood to be in good standing or under application, with the permits expiring in at various dates as detailed below. LVI notes that all tenements are subject to standard and transparent renewal processes of the DPI.

Table 3-1 Edjudina Project Licences Details

Tenement	Project	Status	Area	Application	Granted	Expiry	EXP $	Rent $
E31/1258	Edjudina	Application	44 Blocks	26/06/2020			$0	$0
E31/1140	Jump Around	Granted	15 Blocks	7/11/2016	11/07/2017	10/07/2022	$30,000	$3,570.00
E31/1141	Jump Around	Granted	1 Block	7/11/2016	11/07/2017	10/07/2022	$10,000	$369.00
E31/1168	Edjudina	Granted	1 Block	27/10/2017	5/07/2018	4/07/2023	$10,000	$369.00
E31/1249	Edjudina	Granted	1 Block	06/05/2020	19/04/2021	18/04/2026	$10,000	$349.00
P31/2113	Edjudina	Granted	123 Ha	27/04/2017	20/12/2017	20/12/2021	$4,920	$369.00

Source: Provided by the Client

The Company also has license E31/1265 under application. This application is subject of a ballot and due to the uncertainty caused by the ballot process the Company has no further information on the tenement included in this Report.

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Victoria Bore

The Client has two tenements under application covering an area of 28.5 sq.km, as shown graphically in Figure 3-1 and summarised in Table 3-2 . Once approved this granted tenement will enable the planned exploration activities and associated surface disturbances.

The E08/3220 permit is expected to be granted in May or early June 2021. LVI notes that all tenements are subject to standard and transparent renewal processes of the DPI.

Table 3-2 Victoria Bore Project Licences Details

Tenement	Project	Status	Area	Application	Granted	Expiry	EXP $	Rent $
E 08/3226 E 08/3220	Victoria Victoria	Application Application	50 Blocks 23 Blocks	10/02/2021 4/06/2020

Source: Provided by the Client

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Edjudina Project
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Victoria Bore Project
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Notes Client Project Information
Independent Geologists Report
Name Detailed Location Plan
Figure Date
3-1 May 2021
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4. Geological Setting and Mineralisation

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Edjudina

4.1.1 Regional Geology

The Edjudina Project occurs within the eastern portion of the Western Australian Goldfields “Eastern Goldfields” Superterrane, which has been interpreted to have formed in a number of different settings, including extensional basins, mantle plumes and volcanic arcs. Greenstone successions of the region are divided into elongate terranes based on the regional north-north west trending faults, as shown on Figure 4-1 . The region is characterised by granites that intrude or are in faulted contacts with the Archean supracrustal rocks which are composed primarily of metamorphosed sedimentary and felsic, mafic volcanic. The faults and intrusions contribute to a pronounced regional structural trend, which are known to control fluid flow and mineralisation.

The Edjudina Project lies within the Kurnalpi Terrane. The Kurnalpi Terrane lies between the Emu Fault to the west and Claypan Fault to the east and consists of three fault-bound domains: the Jubilee, Steeple Hill, and Mulgabbie domains as shown in Figure 4-1 (Swager, 1997). The terrane contains metamorphosed mafic to felsic volcanic rock sequences and intercalated metakomatiite. Metamorphosed andesitic volcanic and epiclastic rocks are a minor component, and banded iron-formations (BIFs) are present locally while the Mount Belches Formation may represent a southern extension of the Kurnalpi Terrane, however further work is required to confirm this interpretation.

The Jubilee domain is bound to the west by the Randall Fault and overlying metaconglomerate, and to the east by the Avoca Fault ( Figure 4-1 ). The domain is characterized by substantial volumes of contemporaneous metamorphosed basalt and felsic volcanic rocks, with thin metakomatiite lenses. The Steeple Hill domain is bound by the Avoca Fault and granites to the west, and the Yilgangi Fault to the east. The Steeple Hill syncline is the principal structure in the south, whereas in the north, there is a complex east-dipping greenstone sequence. The Mulgabbie domain lies between the Yilgangi and Claypan Faults and comprises a large volume of metamorphosed ultramafic rocks, komatiitic basalt, and mafic intrusive rocks, as well as substantial andesitic (calc-alkaline) and felsic volcanic rocks (Chen,1999).

The tenement E31/1258 falls within Mulgabbie (or Menangina) Domain and the remaining tenements fall within Murrin (or Steeple Hill) Domain. Both domains are separated by the Yilgangi Fault that is located within the wider Keith-Kilkenny Fault Zone which is interpreted to dip moderately to the north-east. Numerous gold deposits are located within the Keith-Kilkenny Fault Zone on both sides of the Yilgangi Fault as is found within the tenements, with all old workings occurring within this structural regime. This region comprises a series of thin, linear north-north-west trending fault bounded domains of dominantly mafic-felsic volcanic sequences. Komatiite horizons are thin and discontinuous, and more common to the west, with the major occurrence centred on the Bulong Anticline.

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Edjudina Project
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Notes Client Project Information
Independent Geologists Report
M3 Mining Name Edjudina Regional Geology Map
Figure Date
4-1 May 2021
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4.1.2 Local Geology

The Edjudina tenement area is dominated by low lying alluvial flats salt lakes, as noted in Figure 4-2. Within E31/1258 and E41/1249, Archaean sequence includes sheared mafic and intermediate volcanic rocks in the north and eastern zone, with thin metasedimentary horizons and discrete differentiated ultramafic bodies along with minor chert and banded iron formation. The Archaean mafic succession has been subject to lower-middle greenschist facies metamorphism with minor overprinting by medium grade contact metamorphism. The sequence is isoclinally folded, often with steep dips to the east (Longworth, 1995). The gold/Ni prospect Jump Up Dam is hosted by such ultramafic units immediately north of E31/1258. Occupying the south and western blocks of the lease are the eastern fringes of a regionally extensive monzogranitic batholith. This tenement hosts Exploration Target 1 as noted in Section 7.

Tenement E31/1140 host minor NNW striking, steeply dipping sedimentary rocks, felsic to intermediate volcanics and volcaniclastics and minor mafic volcanics ( Figure 4-2 ). Most are strongly deformed, that is, schistose rocks displaying strong quartz – sericite ± chlorite ± hematite hydrothermal alteration. However, the majority the tenement is dominated by erosional regime regolith with some scattered outcrop and subcrop in the southern section of the tenement dissected by north draining dendritic drainage and sheetwash that flows toward small claypans, floodplains and stabilised sand dunes on the southern margin of the Lake Raeside drainage system (Rigby, 2001). This tenement hosts Exploration Target 3 as noted in Section 7 .

Importantly, much of the tenement area is covered by recent alluvial and transported material, much of which is associated with the nearby Lake Raeside (to the north) and Lake Rebecca (to the south). The depth of cover varies materially from no deeper than 5-10m in the E31/1141 area to more than 40m in the southern quadrant of E31/1258 and the northern quadrant of E31/1140. As such, much of detailed geology is yet to be fully determined, however LVI considers this an opportunity, with new exploration techniques established for determining continuity of geology and structures beneath cover.

4.1.3 Mineralisation

Unlike the majority of the Eastern Goldfields, known mineralisation in the region is commonly confined to felsic host rocks, such as sheared, ductile and brittle deformed quartz-feldspar porphyries however the structural setting of the tenement is consistent with other areas in the region. Arnold (1999) suggests gold mineralisation appears to be related to hematite bearing oxidised alteration assemblages however this has not been confirmed due to the limited exploration within the tenement.

Gold mineralisation is present in several linear zones of alteration in a variety of host rocks. Known deposits in the region vary in both the structural setting and tenor. The Porphyry mine (located outside the tenements) was the only major producer (about 4.5 Mt) in the local area and occurs within two 20[o] - 25[o] east-dipping shear zones within the Porphyry Quartz Monzonite. The Porphyry shear zone, which cuts the eastern margin of the intrusion, is approximately 25m wide. Gold is localized in a series of en-echelon lenses, with the highest grades contained within mylonitic zones about 10cm thick. The alteration mineralogy is quartzmuscovite-pyrite, and likely includes fine grained hematite produced at a late stage of mineralisation which potentially is a key indicator of gold mineralisation. The low-grade Million Dollar mineralised shear occurs some 350m above the Porphyry shear and two kilometres south of the mine At Porphyry North. Mineralisation is in, and adjacent to, a small granitoid stock and occurs within quartz veins and stockworks with pyrite and tourmaline, as well as in narrow quartz-gold-arsenopyrite veins within sericite-carbonatequartz schist.

Gold mines of the Yilgangi Goldfield located along strike of E 31/1141 and E 31/1140 occur on the KeithKilkenny Fault Zone and occur within a course clastic sequence and/or intrusive monzodiorite plugs. At Yilgangi Queen two quartz reefs with carbonate plus pyrite haloes ( Figure 4-2 ) were mined from a northern (Heppingstone) and a southern (Melody) shaft, and may be the same reef, however faulted and displaced ( Figure 4-4 ). The reef contains very shallowly south plunging mineralised shoots in westerly dipping shears

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which may or may not contain quartz veins. At Yilgangi King both monzodiorite porphyry and metaconglomerates are sheared with carbonate-quartz-sericite and pyrite plus arsenopyrite alteration adjacent to quartz veins. While not within the tenement package, the structural setting continues to the north and south in the held tenement, as such similarities are likely to occur as shown in Figure 4-4 .

At the Quondong mine gold mineralisation is hosted in a syenite intrusion, with gold being associated with quartz veining in brittle reverse faults that trend 330[o] – 350[o] and dip 70[o] to the west. Gold in the Rainbow, Rainbow South (Snowy) and Rainbow deposits occurs in irregular quartz veins associated with pyrite and chlorite alteration and silver. The Rainbow prospect contains relatively strong but only shallowly tested gold mineralisation over approximately 600 metres strike length, with the Company’s tenement along the northern extension of the historically drilled prospect.

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Figure 4-2 Specimen Sample from the Nearby Mines - Edjudina

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Notes Client Project Information Independent Geologists Report M3 Mining Name Local Geology Map - Edjudina Figure Date 4-3 May 2021

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Yilgangie Mining Area Local Map
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Yilgangie Mining Area Local Map

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Notes Client Project Information
Independent Geologists Report
M3 Mining Name Yilgangie Mining Area Local Map
Figure Date
4-4 May 2021
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Victoria Bore

4.2.1 Regional Geology

The region surrounding the Victoria Bore tenement contains extensive outcrops of Lower Proterozoic metasediments which are unconformably overlain to the west of the tenement by siliclastics and dolomitic sediments of the Middle Proterozoic Uaroo Group. The Lower Proterozoic metasediments, comprising quartz wacke, rudite, pelitic schist, BIF, dolomite and quartz-arenites are thought to be equivalent to Wyloo Group sediments that occur further to the east ( Figure 4-5 ). However, the overlying Uaroo Group, consisting of dolomites, arenites, shale, chert and minor conglomerate only correlates in part with the Bangemall Group (Wyloo map sheet) and the similarly aged Padbury Group (Robinson Range map sheet). Thus, the Uaroo Group may have developed in a local basin during folding and uplift of the Wyloo Group (Van de Graaffet al, 1980). All of the Proterozoic rocks have undergone low-medium grade metamorphism, although only the Lower Proterozoic metasediments and the bottom section of the Uaroo Group show a slaty cleavage and mineral lineation (at times a spaced cleavage) that is reported to have developed during a single deformation (Van de Graaff et al, 1980).

The regional area is dominated by north-northwest striking ridges of Lower Proterozoic metasediments which dip shallowly to steeply east. On the western side of the region, Uaroo Group sediments (steeply dipping west) crop out on the eastern limb of a large north-northwest trending open synclinal structure. This structure has straight limbs in the southern part and large-scale chevron folding in the north. Five kilometres west of the tenement area, a large north-south block (10 km long by 2 km wide) of dolerite intrudes the Uaroo Group Sediments in the core of the syncline. The stratigraphy has been dissected by many small creeks and the northward flowing Rouse Creek. Away from the ridges are spinifex covered sandy alluvial plains as can be observed in Figure 2-1 which overlay the tenement area.

The local region surrounding the tenement is dominated by the Archaean and early Proterozoic greenschist to upper-amphibolite facies crystalline rocks of the Gascoyne Complex that are unconformably overlain by an outlier of mid-Proterozoic greenschist to lower-amphibolite facies metasediments that comprise the Uaroo Group, as noted above. The Uaroo Group represents the western most part of the Edmund Supergroup that forms part of the Bangemall Basin. The pre-Cambrian basement is overlain to the west by the early-Cretaceous sediments of the Carnarvon Basin. Unconsolidated Quaternary cover is common across the area. The Victoria Bore project is hosted within the Uaroo Group metasediments that form a tightly folded synclinal keel over the Gascoyne Group which is described above.

4.2.2 Local Geology

Within the tenement the Uaroo Group metasediments form the north-northwest trending limb of an open synform ( Figure 4-5 ). Around the existing workings the lithology is defined by chloritic shales and infrequent platy quartzite's, with numerous dolerite dykes intruding. The outcrop areas are generally comprised of quartz-chlorite and quartz-biotite schists with minor recrystallised carbonate beds also present.

4.2.3 Mineralisation

Mineralisation at Victoria Bore is interpreted to be structurally hosted and occurs within chlorite, dolomite and silica altered host rocks. Mineralisation is present as supergene chalcocite and chrysocholla and malachite-rich oxide mineralisation and is primarily associated with magnetite rich quartz-sericite/quartzchlorite schists (See Section 7.2 for further details). Supergene chalcocite has been identified in hand specimen with primary (sulphide) mineralisation consisting of chalcopyrite, galena and sphalerite hosted by a carbonate unit ( Figure 4-6 ). In the southern most prospective digging the occurrence of copper is associated with quartz veining.

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Victoria Bore Regional Map
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Victoria Bore Local Geology Landscape
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Notes Client Project Information
Independent Geologists Report
M3 Mining Name Geology Maps – Victoria Bore
Figure Date
4-4 May 2021
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Figure 4-6 Spoil Mineralised Specimen – Victoria Bore

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5. Exploration Works

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Edjudina

Several phases of grassroots exploration have been undertaken within the tenement package which identified several priority target areas. Historical works included geochemical sampling, mapping, Aircore, RAB and RC drilling along with various large scale geophysical surveys. Geochemical sampling was completed across large areas of the tenements, however typically on larger than 400m spacings via conventional soil sampling or auger drilling. While several anomalies were identified, only limited areas of wide spaced ‘follow-up’ RAB and Aircore drilling was completed. RC drilling has been completed on one are in the tenements and one directly adjacent to the tenements (as noted below) however this is very limited with the majority of the anomalous regions never systematically explored. Table 5-1 summarises the exploration drilling to date.

While the results are considered historical in nature and further verification work is required, a full set of drill collars and significant assays (>0.5g/t Au) are provided in Appendix B for reference.

Table 5-1 Summary of Exploration Works - Edjudina

Tenement	No. holes Avg Depth	Type
E 31/1258	8 64 92 45 5 78	AIRCORE RAB RC
E 31/1140	5 42 1 108 141 34 1 112	AIRCORE DD RAB RC
E 31/1141	118 42 69 54	RAB RC

5.1.1 Prior to 2000

During the 1980’s the area was subject to multiple phases of Auger, RAB and targeted RC drilling undertaken by various companies including Electrolytic Zinc Company of Australasia Ltd, Balmoral Resources and Indian Ocean Resources. Work carried out by these companies defined mineralised trends along strike of the Yalgangi Queen Mine, however limited information has been provided to LVI, as such is not discussed or reported in this Report and is considered historical in nature.

During the period between 1992-1997 Merritt Mining NL carried out additional geological mapping, costean sampling, with limited RAB and RC drilling. Merritt Mining’s focus was RC drilling at the Rainbow deposit (Located on M 31/427 adjacent to E 31/1141) and defined a 1.2km-long north-northwesterly mineralised anomaly, as shown in Figure 5-1 and Figure 7-2 , see further discussion below.

Goldfields Exploration operated exploration activities on their then-called Barba Hills (E31/1258) and Edjudina (E31/1141) projects, during the period 1994-2000. Exploration during 1994-1996 included regional Auger geochemical sampling programs totalling 1,338 samples at Barba Hills and 1,324 sampling at Edjudina. This sampling was initially completed on 800x100m spacing and subsequently reduced to 200x50m spacing in specific areas to follow-up on first-pass anomalies. During the 1998-1999 period, two RAB holes for 45m and eight AC holes for 509m were drilled on 80m spacing at -60° towards 270° on northing 6708200mN (north-eastern area of E31/1258). This traverse was targeting a coincident magnetic anomaly and low-order auger drilling gold anomaly. Drilling indicated the stratigraphy in the area to be dominated by moderately to strongly foliated chlorite-carbonate altered mafic rocks, with the magnetic anomaly suspected to be related to weak magnetite alteration. It was also noted that soil cover of up to 23m in depth occurs in the area, rendering auger and soil samples and shallow RAB drilling largely ineffective. The overall results of the program indicated a weak soil anomaly to the west and remains untested. This soil anomaly is shown on Figure 7-1 and is known as Target 2.

In 1997, Mining Project Investors drilled a single traverse of 400m spaced AC holes located in the now central eastern area of E31/1140. The traverse was aimed at testing regional stratigraphy and depth-ofcover along-strike of the Porphyry gold deposit (located outside of the tenement area). A sequence

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dominated by sheared intermediate-mafic volcanic and fine-grained sedimentary rocks was intersected. No significant intercepts where recorded though drill holes rarely exceeded 40m depth.

5.1.2 Post 2000

Croesus Mining were active in the area during 2000-2002 completing an aerial photography survey across the area (carried out by Kevron Aerial Surveys Pty Ltd), geological and regolith mapping (undertaken by Gary Arnold of Ore Search Consulting) along with two soil sampling surveys over parts of E31/1140. A total of 769 localities were sampled using conventional soil sampling, followed by a second program by auger drilling. The change in method was attributed to the inability of conventional soil sampling to reach the targeted horizon. Multiple anomalous zones were identified though never drill tested due to expenditure priorities within the company, Figure 5-2 includes this sampling graphically.

In 2005, Jackson Gold acquired the P31/1598 lease (adjacent to E31/1141 now M 31/427) and tested extensions of known mineralisation at the Rainbow prospect with 23 RC holes drilled totalling 1,257m ( Figure 7-2 ). LVI notes this Prospect is not within the tenement package however lies adjacent with the mineralised trend continuous on the tenement. While the majority of these holes are located in the adjacent tenement, RC drilling was completed up to and over the tenement boundary into E31/1441. Holes RRC054 and 055 where drilling in E31/1141, these included intercepts of :

RRC055 9m @ 2.1g/t from 31m including 1m @ 9.8g/t . Hole ended in mineralisation at a downhole depth of 39m
RRC054 1m at 0 .6g/t from 21m. Mineralisation was evident with low grade material to the end of the holes.

These two holes highlight the northern extension of the Rainbow structural trend onto the tenement. Within the Rainbow Prospect located on the adjacent licence, several holes intersected gold mineralisation which indicated a westerly dip to the mineralisation. A full set of RAB and RC holes are shown in Appendix B , however Table 5-2 shows selected significant intercepts from the RC drilling of the combined 2005 and 1990’s.

Table 5-2 Selected Significant RC Intercepts Rainbow Prospect Outside Tenement

Hole ID	Downhole Depth Au (g/t) From
RRC058 RRC026 RRC019 RRC027 RRC010 RRC025 RRC020 RRC022 RRC001 RRC005 RRC023 RRC026	6 6.7 8 7 2.8 35 8 2.4 11 8 2.4 25 8 2.3 11 8 2.3 28 11 1.1 33 4 2.4 15 1 7.6 47 3 2.2 23 3 2.2 8 7 2.8 35

Note: down hole length are report with true width not known’

LVI highlights that while the Rainbow Prospect is not located within the Client’s tenement package, information pertaining to the historical exploration is displayed in this Report to demonstrate the exploration potential within the tenements given the hosting structure of the Rainbow Prospect is continuous along strike into E 31/1141 and further north to E 31/1140. Furthermore, this drilling demonstrates (as discussed in Section 7), regional historical exploration may potentially be ineffective given the style of mineralisation and soil cover, as such LVI is of the opinion that inclusion in this Report is relevant, material to the exploration potential within the region and

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suitable to allow transparent reporting for potential investors as per the requirements of the JORC Code.

During the 2006-2007 period, Heron Resources collected a total of 2,155 soil samples across the Jump Up Dam Nickel project area (partially encompassed in E31/1258) and tested for concentrations of a metal suite including Au, Ni, and Cu ( Figure 5-1 ). Samples were taken from 25-200mm depth after removal of the top 20mm of matter. During the same year, Heron completed 91 RC drill holes totalling 4,481m over an area that spans the north-eastern blocks of E31/1258 and adjoining tenement (LVI notes this adjoining tenement is not within the Projects). The program was designed to target a large ultramafic body for Ni mineralisation, rather than gold however E31/1258 and E31/1249, which surrounds the northern part of the Jump Up Dam nickel deposit, includes a potentially mineralised splay from the major Yilgani Fault to the south east. Historical RAB and limited RC drilling in the north-eastern part of the tenement has identified a 2km-long gold and arsenic anomaly along this paly, however geochemical sampling (noted in Figure 5-1 ) indicates there is potentially a 6km-long south-eastern extension to the structure as shown in Figure 5-2 via the red circle. LVI notes that this figure was completed in 2007 at the completion of drilling within the Tenements, subsequent to this significant drilling has been undertaken in adjoining tenement, this drilling is not included on this map and is not discussed in this Report.

Figure 5-2 shows the hole location while Table 5-3 shows the RAB significant intercepts above 0.5g/t Au.

Table 5-3 Jump Up Prospect Significant Intercepts >0.5g/t

Table 5-3	Jump Up Prospect Significant Intercepts >0.5g/t
Tenement	hole_id From(m) To(m) Aug/t Type
E 31/1258 E 31/1258 E 31/1258 E 31/1258 E 31/1258 E31/1258	JURB071 32 33 0.7 RAB JURB093 37 38 9.8 RAB JURB093 38 39 1.6 RAB JURB188 36 40 1.2 RAB JURB188 40 44 1.3 RAB JURB188 48 52 0.5 RAB

Note: down hole length is report with true width not known’

No exploration works have been undertaken since 2007.

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Notes Client Project Information Independent Geologists Report M3 Mining Name Soil Sampling (Au ppb) - Edjudina Figure Date

5-1 May 2021

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Notes Client Project Information Independent Geologists Report M3 Mining Name Detailed Location Plan Figure Date 5-2 May 2021

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Victoria Bore

Limited exploration has occurred within the tenement with no systematic exploration ever undertaken. Within the wider region Pechiney (Aust) Exploration Pty Ltd (1974 – 1976), Minatome Australia Pty Ltd (1978) and CRA Exploration Pty Ltd (1979 – 1980) focused on uranium following which Endeavour Resources (1972), Anglo American Australia Ltd (1978) and MC Mining (1982) refocused on base metals, particularly copper. The activities that focus on base metals exploration were based on known aerial magnetic anomalies in the Proterozoic rocks located outside the tenement.

In 1994 a ground magnetometer survey was conducted by Fodina Minerals Pty Ltd across a number of these anomalies, including Victoria Bore. Interpretation of the data concluded that the anomalies were associated with the Proterozoic basement with susceptibilities indicating significant magnetite content which generally only forms in metamorphic rocks by skarns and banded iron formations (A Wolstencroft & Associates 1994). The location of several of the anomalies, are along the rims of granitic bodies, which is consistent with skarn style of mineralisation however this has yet to be confirmed and further work is required.

A number of rock chips samples were collected from around the Victoria Bore area by Fodina Minerals in 1993 - 1994. The best results included 4.7% Cu and 0.16g/t Au from a quartz vein with malachite, 7.2% Cu and 580ppm Pb from quartz with visible malachite and 0.7% Cu from strongly carbonated rock (dolomitic shale). LVI was not provided with the underlying data for these samples and these are considered historical in nature.

Five RC holes for a total of 195 metres, with a maximum depth of 45 metres as shown in Table 5-4 . None of these holes intersected significant mineralisation and a review of location and depths suggests that the holes may not have intersected the interpreted mineralised structure.

Table 5-4 Drill Collar Locations - Victoria Bore

Hole ID	MGA_Northing MGA_Easting	MGA_Northing MGA_Easting	Depth	Dip	Azimuth
VBRC1	7,487,155.765	312,427.973	40	-60	88
VBRC2	7,487,155.764	312,266.972	40	-90	0
VBRC3	7,487,155.763	311,976.97	44	-60	77
VBRC4	7,488,556.769	311,725.968	27	-60	81
VBRC5	7,488,556.768	311,521.967	45	-60	86

Source: Provided by the Client.

In 2012 Auricup contracted Khumsup Ltd to conduct a MLEM survey over a 1 km strike length of the mineralised structure centred on the mine workings designed to identify potential strike and depth extension to the existing mineralisation. The MLEM survey data modelled and interpreted by Ben Jones of Precision Geophysics. The survey utilised 100 metre by 100 metre loops with 100 metre line spacing and 50 metre station spacing.

The survey identified two shallow; relatively strong late time conductors, possibly associated with mineralisation. The northern most conductor (T1) is at least 400 metres long and remains open to the north, though given the length of the conductor it most likely has a stratigraphic source. The second conductor (T2) is a discrete, short strike length conductor located to the south of T1 and closer to the historic workings as shown in Figure 5-3 .

During 2012 Auricup collected 6 samples from oxide and transitional/supergene ores found on the spoil pile which are adjacent to the main shaft. The location of this spoil dump is 7,487,816m N and 313,954m E. These include three mineralisation types:

Oxide Zone – copper carbonate (malachite) and copper silicate (chrysocholla) dominated.
Oxide Zone – copper oxide dominated (cuprite, tenorite)
Transitional Zone – chalcocite dominated (copper sulphide)

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The oxide zone copper species (carbonates, silicates and oxides) mainly occurred as infill in brecciated quartz veining whereas the chalcocite was mainly found as massive zones with accessory oxide zone phases. No primary copper sulphides were identified in the mine spoil which is consistent with the documentation that the mine working never intersected fresh rock.

The highest copper values were associated with the chalcocite-rich transitional samples (28.3 – 48.6% Cu) as shown in Table 5-5 however significant amounts of Ag, Au and Bi can be observed.

Table 5-5 Victoria Copper Mine Auricup Rock Chip Sample Assays.

Mineral Type	Cu %	Au ppm	Ag ppm	As %	Bi ppm	S %	Pb ppm
Oxide – Carbonate/Silicate Oxide – Oxide Transitional	6.8 – 19.3 12.3 28.3–48.7	0.16–0.97 0.38 0.09 – 0.13	5.8 – 21.8 25.5 14.6–176.2	0.37–0.69 3.68 0.14-0.48	38-15248 2,608 38 – 1,624	0.06-0.36 0.06 11.2–39.7	394-1,371 168 56 – 139

Source: Provided by the Client.

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Notes Client Project Information Independent Geologists Report M3 Mining Name MLEM Survey – Victoria Bore Figure Date

5-3 May 2021

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6. Data Verification

LVI conducted a review of the geological and digital data supplied by the Client to ensure that no material issues could be identified and that there was no cause to consider the data inaccurate and not representative of the underlying samples. Of importance limited work has been completed on the Projects, and the only significant intercepts occurring within the RC drilling at the Rainbow Prospect..

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Edjudina

As noted in Section 5.1, Heron Resources completed several RC drilling within tenement E31/1258. While no procedures were provided, RPM understands through publicly available information contained in previous ASX releases of the drilling results reported in compliance with the guidelines of (JORC 2004), that suitable procedures were undertaken for the Heron drilling. Below is a summary of the review additionally completed by LVI.

6.1.1 Drill Collars

LVI understands the collar were typically surveyed using handheld GPS, during the site visit LVI noted that several holes could be identified, and RC chips can be found as shown in Figure 6-1 . While LVI considers that further surveying will be required to enable the use of the data within any Mineral Resource estimate, LVI considers the data suitable for exploration results to be reported.

Figure 6-1 RC Rejects - Edjudina

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6.1.2 Down hole Survey

No downhole surveys were completed for any drilling, however drill holes did not exceed 40m as such, LVI does not consider this to be an issue at the current status of the project. LVI recommends all future RC drilling include downhole surveys.

6.1.3 Drillhole Logging

No logging procedures were provided, however documents provided shows that the logging detailed lithologies, mineralisation, weathering and various other information which is suitable for gold mineralisation interpretation. During the site visit LVI inspected RC chips with a review indicating the rock types appeared consistent with the style of mineralisation identified within the area and in the digital logging provided in the dataset. As such LVI considers the logging to be of suitable quality to inform an exploration potential

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assessment, however recommends future drilling procedures be documented by the Company to allow ease of audit.

6.1.4 Sampling, Assaying and QAQC

No detailed information was provided to fully verify the procedures and methods, with digital data and site visit observations indicating that standard practices were implemented for the RC and RAB drilling for sample collection. Drill cutting were observed on 1 m intervals which is consistent with the database provided. Assays were all undertaken at internationally accredited laboratories, and in LVI’s experience follow standard and industry best practices during the period of exploration. LVI considers that while limited information is available, the data is suitable for exploration results to be reported and an assessment of exploration potential, however further work is required to enable any results to be included in Mineral Resource estimates particularly at the Rainbow prospect including twin holes.

6.1.5 Mineralisation

While limited outcrop can be observed across the tenement due to the soil cover, during the site visit several areas were inspected by LVI to verify the historical documentation which is discussed in Section 4 . As shown in Table 5-1 , several areas were inspected which showed evidence of structural deformation, along with old workings, both of which are key indicators of potential mineralisation. While observation points are limited, the review by LVI indicates that documentation and drilling information is consistent with field observations, and the structural setting is consistent with the eastern goldfield mineralisation. Of keynote, field observations are consistent with the interpretation of the structural continuity of the Yilgangie goldfield into the E 31/1141 tenement.

Table 6-1 Site Visit Observation Points.

Project	Location	GPS Coordinates (m)	GPS Coordinates (m)	GPS Coordinates (m)	Description
		Easting (mE)	Northing (mN)	Elevation (m RL)
Edjudina	Target 1	411,289	6,712,854	371	Main fault along sediment contact. Exposed, low ridge comprised of outcropping chert. Wide-spaced, historical RAB drilling in the area.
	Target 3	417,122	6,718,206	376	Old workings next to track but northwest and outside of tenement E31/1141
	Target 3	415,906	6,721,219	360	Area of sheared mafic(?) along structure inside south end of E31/1140. Abundant quartz float, south of Lake Raeside
Victoria Bore	Excavation south of shaft	313,961	7,487,802	88	Small excavation south of shaft showing main structure dipping moderately to steeply to the west
	Main shaft (collapsed)	313,954	7,487,816	85	Main shaft with timbering, collapsed
	Excavation north of shaft	313,945	7,487,834	84	Excavation to the north of main shaft showing structure (photograph in report). Photograph taken looking south
	Excavation 150m south of shaft	314,043	7,487,646	88	Shallow (1.5m) excavation approx. 150m south of main shaft. Very weak mineralisation.

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Victoria Bore

No drill hole verifications were undertaken by LVI as no significant intercepts were observed in the 5 drillholes completed. During the site visit, LVI observed several indications of near surface mineralisation, and as shown in Figure 4-4 , oxide copper mineralisation was observed in the spoil dump near surface. As shown in the Figure 6-2 , three diggings along strike of the main shaft were inspected during the site visit, the location of which are shown in Table 6-1 . Oxide mineralisation along with the hosting shear structure was identified supporting historical documentation.

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South of Main Shaft
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North of the Main Shaft

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Main Shaft With Adjacent Spoil Dump

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Notes Client Project Information
Independent Geologists Report
M3 Mining Name Workings and Diggings – Victoria Bore
Figure Date
6-2 Msay 2021
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7. Exploration Potential Review

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Edjudina

Three priority targets have been identified within the tenements, which are referred to as Exploration Target 1 through 3 ( Figure 7-1 ). LVI notes that the numbering does not reflect priority order rather the naming conventions. These targets were interpreted based on the historical works completed to date, however LVI expects upon further review, other targets in the unexplored regions will be identified within splay structures off the main regional trends. This style of mineralisation is commonly observed within the Western Australian goldfields presenting a suitable base for exploration works in the future. Below is a discussion of each tenement area.

7.1.1 E 31/1141/ P31/2113

Tenement E 31/1141 includes the strike extension of the shear structures which host the Rainbow and Rainbow west prospects and the Yilgangie Goldfield and is termed Exploration Target 3 ( Figure 7-1 ). P 31/2113 is located on the north edge of the tenement along the interpreted northern strike of the structure. The Rainbow Prospect in the adjacent tenements (held by third parties and not the Company) have been the primary focus for the majority of the RC drilling within the region. A total of 69 RC holes were completed on a 100m by 10m spacing ( Figure 7-2 ) with an average vertical depth of 43m ( Table 5-3 ), all but two occurred on the adjacent tenement.

A cross section through the central portion of the prospect ( Figure 7-3 ) shows mineralisation appears to dip to the west at approximately 60[o] with a drill spacing on section of typically 10m. While the majority of the drilling is not located within the tenement package of the Company, this drilling highlights two aspects relevant to the Company:

the spacing utilised is well within the 50 to 400m spacing used for the RAB drilling elsewhere in the region. This narrow shear hosted mineralisation style and the requirement for targeted drilling is very common in the Western Australian goldfields and has a significant impact on probability of successful grass roots exploration campaigns. Due to the tightly controlled hosting structures, wide spaced shallow RAB drilling on large spacings such as the 400m by 50m as used to date in the tenements, commonly has a low probability of successfully intercepting tight structurally controlled deposits which do not outcrop either caused by soil cover or leach zones at surface. Both soil cover and leach zones occur within the tenement, as such while first pass RAB drilling might not successfully delineate mineralisation, further analysis of the results is required with likely further targeted exploration to define the reason for the underlying anomaly. Further comments are provided in Section 7.1.4 .
Holes RRC054 and 055 both intersected mineralisation, demonstrating the continuation of the mineralised trend onto the tenement holding of the Company, as shown by the orange line on Figure 7-3.

Given the success of the previous drilling on the adjacent prospect along with historically identified anomalous areas and known continuation of the structural and mineralised trends, and identified anomalies within the tenements, LVI is of the opinion further exploration is warranted. Exploration is recommended to include targeted drilling and geophysical work to allow for the testing of the down dip extension of what is likely to be structurally complex mineralisation.

7.1.2 E 31/1140

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on Figure 7-1 , this area is known as Exploration Target 3, and includes two anomalies within the historically tested areas, one in the south ( Figure 7-1 ), and one in the north ( Figure 5-1 ). Both anomalies were defined by auger drilling, with follow up RAB drilling completed on the southern anomaly. Limited gold was intercepted in the RAB holes which were undertaken on a large 400m by 50m pattern ( Figure 7-2 ).

The northern anomaly occurs across the contact between the sedimentary unit and the felsic rock unit to the east. LVI understands this area has never been drill tested to date.

Given the geological setting, similar styles of mineralisation are likely to occur as observed in the Rainbow prospect, and further south in the historical Yilgangie mines, as such structural complexities are expected along with tightly controlled mineralisation. The depth of weathering varies significantly across the tenement as shown by large spaced historical RAB drilling, as such LVI considers that the tenement has been inadequately explored with further works as outlined in the Company’s plans. LVI does however recommend a detailed review of the data and remodelling of the geochemical data to allow a more targeted program to be undertaken rather than pattern drilling as has occurred in the past which is understood to be planned by the Company.

7.1.3 E 31/1258 and E31/1249

E 31/1258 surrounds the Jump Up Ni deposit with the majority of historical exploration targeting Ni mineralisation rather than gold which is the focus of the Client termed Exploration Target 1, while E 31/1249 covers the south east extension of the anomaly along the splay fault.

Limited exploration has occurred within the tenement other than the eastern and north eastern areas of the tenement where soil samples completed prior to 2000 identified Au and associated As anomaly ( Figure 7- 1 and 5-1 ). This area on the tenement contains a regional splay structure, potentially originating off the Yilgangie Fault to the east ( Figure 5-1 and 7-1 ). Trending northwest/southeast this structure is hosted by the same sedimentary sequence as the Yilgangie Goldfield, with RAB drilling completed on a reasonably small 160m by 120m spacing in the northern portion of the tenement. This area included holes up to 60m deep, however to the south east drilling is a lot shallower and wider spaced up to 400m with no gold mineralisation observed.

All holes are drilled within the highly oxidized/ soil cover material and were rarely drilled deeper than 40m other than a few holes in the northern area. LVI considers that the geochemical anomaly has not been adequately tested and further work is warranted. LVI agrees with the work plan and budget for the area as presented in Section 8 and LVI considers it to be a sound and suitable phased exploration approach to undertake.

In addition to the eastern structure, a similar structure can be interpreted within the western portion, as shown on Figure 7-1 and 4-2 . The interpreted structure circled in green on Figure 7-1 is similarly likely a splay of the Yilgangi Fault and is hosted in the same sedimentary sequence. LVI understands that no exploration has ever been completed within this area. LVI considers that further exploration works to test the structure is warranted.

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Notes Client Project Information Independent Geologists Report Name Exploration Target Map = Edjudina Figure Date 7-1 May 2021

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Notes Client Project Information Independent Geologists Report Name Drill Plans - Edjudina Figure Date 7-2 May 2021

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7.1.4 Edjudina Summary

The data supplied indicates mineralisation within the tenements is potentially in line with the commonly observed Eastern Goldfields shear hosted, structurally control mineralisation style. Given the tenements are either along strike, or along interpreted similar splays, of the highly structurally controlled Yilgangie Goldfield, as noted in Section 4 . 1 ( Figure 4-4 ), mineralisation within the tenements is likely to be highly structurally controlled requiring phased exploration methods which are targeted with the results analysed in detail between each phase. LVI considers there to be potential for variable styles of mineralisation to occur, of note is the anomaly in the northern tenement in E 31/1140, which occurs within both the felsic and sedimentary rock units. In LVI’s opinion this requires additional review of the data, with follow up exploration warranted.

Following a review of all historical data LVI considers the Edjudina tenement package to show good potential to further define gold mineralisation with multiple drill ready targets, along with medium to long term prospects that have had limited effective exploration completed to date. While numerous phases of exploration have been completed, LVI is of the opinion, in line with previous authors, that a large proportion of the grassroots exploration, such as aircore and RAB drilling, has been ineffective due to the depth of soil cover in the region, limited depth of historical drilling and potential style of mineralisation. RAB and air core drilling of the soil anomalies have been predominately conducted on large spacing of 400m by 50m or greater via typically vertical drilling within the oxide material to drill refusal (top of the fresh rock).

Given the targeted mineralisation is likely hosted within structurally controlled narrow shear corridors, the probability of identifying significant mineralisation using wide spaced shallow RAB exploration, is low. Of significance successful discoveries in the region generally occur when drilling is conducted on closer spacings and at depths to, and over 60m, such as the Rainbow prospect and the northern area of tenement E 31/1258 ( Figure 7-3 ). This highlights that the anomalies identified remain largely untested and present suitable exploration potential to warrant additional exploration.

A phased exploration approach is recommended to enable review and analysis of the results and to plan a suitable exploration program which is flexible given the relatively low geological understanding of the tenements. This program should include initially further infill geochemical sampling to further refine the anomalies to help drill targeting, followed by RAB drilling on closer spacings, and subsequently RC drilling. If successful, this should be followed up with a wider drill program with the aim of defining maiden resources.

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

Notes Client Project Information
Independent Geologists Report
No Vertical Exaggeration Name Cross Sections - Edjudina
Figure Date
7-3 May 2021
----- End of picture text -----

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Victoria Bore

Due to the limited exploration completed to date no Exploration Target estimate can be reported in compliance to the JORC Code. LVI considers the project to be at the very early stages of geological understanding with good exploration potential in both the short and medium term. LVI considers the data available warrants follow up drilling along with systematic exploration methods be applied in a phased exploration program. The limited exploration and production to date has focused on the near surface oxide material within the vicinity of the main shaft with no exploration testing the depth or strike extensions of the mineralisation.

The style of mineralisation is yet to be confirmed, however the works completed to date indicates structurally controlled deposition through hydrothermal fluids, likely via a skarn system. Rock sampling, geophysical surveys, and high grade, albeit limited historical oxide production, along with site visit observations indicates the presence of a shear hosted polymetallic mineralised system which potentially expands beyond the immediate area surrounding the main shaft. LVI agrees with the Company that a clear opportunity exists to expand the geological understanding of the area through the use of modern systematic exploration methods which have never been applied in the region.

The limited works to date has focused primarily on Cu, however as noted in Section 5.1.5, significant amounts of other metals were identified, particularly Ag, Au and Bi at potentially economic level. While this is of significance for the exploration potential, LVI considers two keys aspects can be interpreted from the samples completed within the spoil dump:

The metal ratios change dependent on the weathering type, of note is the variation of Sulphur and Ag. Both show markedly higher concentrations in the transitional samples, which is an indicator that the near surface mineralisation is likely the oxidized remnant of a sulphide body with a leach zone present. This is a common feature of high sulphide mineralised bodies which indicates potential mineralisation extends at depth into the fresh material which warrants further exploration. This presents a clear upside to the project and if fresh mineralisation is intersected the ratio of metals present in the fresh zone could vary significantly to what is observed within the oxide zone, given remnant Pb and Au was found within the samples, the metal content may increase.
Based on the samples completed to date, LVI considers the concentrations of the elements, other than Cu to be of potential economic interest particularly Ag and Au. The style of mineralisation interpreted often displays metallic zonation’s both locally and regionally. If a broader system is identified (see below), this represents upside and should be accounted for in the selected exploration programs and methods.

During the site visit, the host structure along with weak to moderate mineralisation could be observed within 4 historical diggings/workings over 300m, centred around the main shaft. These diggings are consistent with a southern anomaly interpreted to occur along cross faults modelled from MLEM geophysical survey data. LVI considers this to present a ‘walk up’ drill target with known high-grade mineralisation. A north west striking magnetite bearing metasediment is interpreted to host the mineralisation in the region. This unit hosts an anomaly 500m to the north of the main shaft which has never been tested by any exploration methods, presenting the second-high priority ‘walk up’ drilling target. This anomaly has a strike length of approximately 400m, which is larger and stronger than the southern anomaly. While not inspected during the site visit, google earth reviews indicate this area has soil cover with no rock outcrops.

Previous workers in the region noted the presence of Cu mineralisation along strike 2km to the north. While limited information is available, if confirmed this supports the view that mineralisation is not localised in the main shaft region and a border system potentially exists in the region such as structurally controlled repetitions along strike. As such, LVI recommends in conjunction with the first phase of drilling in the main shaft region, regional mapping be undertaken, particularly along strike of the known mineralisation extents.

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8. Work programs

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Edjudina

The Client has provided LVI with an exploration strategy for Edjudina covering an initial two-year period. This strategy is consistent with the exploration potential for gold associated with the interpreted style of mineralisation, while the proposed budget is sufficient to cover the proposed work program which focuses on the tenements E 31/1140, E 31/1141, E 31/1168 and P 31/2113.

Regional mapping and sampling in untested portions of the tenement.
Further close spaced geochemical sampling in known anomalous areas to enhance targeting follow up RAB and RC drilling.
Geophysical (aeromagnetic) surveying is planned across the entire tenement package to define rock structures and enhance anomalies beneath the soil cover and into the fresh rock
Close spaced RAB drilling, particularly in E 31/1140 in the previously identified anomalies including the Jump Up Prospect. RAB drilling is planned to increase the geological understand of the mineralised structure beneath soil cover utilising much closer drill spacings that have been used historically, and in particular deeper and angled holes which were successfully utilised in the initial drilling.
Follow up RC drilling of specific areas, and into fresh rock targets identified in prior progams. The location, number and depth of RC holes is contingent upon the outcomes of the close spaced RAB drilling.

Targeted RC drilling with the aim of defining maiden Mineral Resource with successful drilling.
Follow up RC scout drilling in regional target areas.
Large scale regional geochemical sampling program based on the outcomes of the geophysical surveys and Year 1 mapping and sampling. This work would aim to provide the longer term target generation.
Continued RAB drilling both on regional and close spacing drilling of defined targets.
Detailed geophysical surveys, include down hole surveys to enhance target generation and geological understanding, particularly structural aspects.

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Table 8-1 Work Plan – Edjudina

Activity	Year 1 Year 2 Total
Geochemical Geophysical Drilling Specialists & Consultants	$25,000 $30,000 $55,000 $55,000 $200,000 $255,000 $450,000 $875,000 $1,325,000 $75,000 $80,000 $155,000
Total Jump Up	$605,000 $1,185,000 $1,790,000

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Victoria Bore

The Client has provided LVI with an exploration strategy for Victoria Bore covering an initial two-year period commencing on granting of the E08/3220 tenement. This strategy is consistent with the exploration potential for base metals associated with the interpreted style of mineralisation, while the proposed budget is sufficient to cover the proposed work program.

Year 2 is planned to include a focused expanded RC drilling program aimed at defining a maiden resource. The amount and location of further drilling are contingent on the outcomes of the Year 1 exploration, however, are expected to include the testing of depth extensions and along strike repetition of the structurally controlled skarn style mineralisation.

In addition, an expanded geophysical survey and geochemical program is planned in the broader Victoria Bore Project to generate targets in the broader region.

Table 8-2 Work Plan Budget – Victoria Bore

Activity	Year 1	Year 2	Total
Geochemical	$8,000	$12,000	$20,000
Geophysical	$30,000	$50,000	$80,000
Drilling	$300,000	$450,000	$750,000
Specialists & Consultants	$30,000	$50,000	$80,000
Total	$368,000	$562,000	$930,000

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A. Glossary

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The key terms used in this report include:

Company means M3 Mining Ltd. “M3 Mining” or “the Company”
Client means M3 Mining Ltd. or “the Client”
concentrate a powdery product containing higher concentrations of minerals resulting from initial processing of mined ore to remove some waste materials; a concentrate is a semi-finished product, which would still be subject to further processing, such as smelting, to effect recovery of metal
contained metal refers to the amount of pure metal estimated to be contained in the material based on the metal grade of the material.
element Chemical symbols used in this report include Au – Gold;
exploration activity to identify the location, volume and quality of a mineral occurrence
Exploration includes data and information generated by exploration programmes that may Target/Results be of use to investors. The reporting of such information is common in the early stages of exploration and is usually based on limited surface chip sampling, geochemical and geophysical surveys. Discussion of target size and type must be expressed so that it cannot be misrepresented as an estimate of Mineral Resources or Ore Reserves.
exploration right the licensed right to identify the location, volume and quality of a mineral occurrence
gangue is a mining term for waste rock
grade any physical or chemical measurement of the concentration of the material of interest in samples or product. The units of measurement should be stated when figures are reported
grind means to crush, pulverize, or reduce to powder by friction, especially by rubbing between two hard surfaces
In situ means rock or mineralisation in place in the ground
In Situ Quantities estimates of total in ground tonnes and grade which meet the requirements of the People Republic of China Standards or other international codes for reserves but do not meet either NI 43-101 or Joint Ore Reserves Committee's recommendations
Indicated Mineral is that part of a Mineral Resource for which quantity, grade or quality, densities, Resource shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit? The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Inferred Mineral is that part of a Mineral Resource for which quantity and grade or quality can be Resource estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity? The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

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JORC means Joint Ore Reserves Committee
Report stands for Independent Geologist Report
km stands for kilometre
kt stands for thousand tonnes
Lb stands for pound, a unit of weight equal to 453.592 grams
m stands for metres
M stands for million
Measured is that part of a Mineral Resource for which quantity, grade or quality, densities, Mineral shape, and physical characteristics are so well established that they can be Resource estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit? The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
metallurgy Physical and/or chemical separation of constituents of interest from a larger mass of material. Methods employed to prepare a final marketable product from material as mined. Examples include screening, flotation, magnetic separation, leaching, washing, roasting etc.
mine production is the total raw production from any particular mine
Ore Reserves is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Ore Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
mineral right for purposes of this Report, mineral right includes exploration right, mining right, and leasehold exploration or mining right
mineralisation any single mineral or combination of minerals occurring in a mass, or deposit, of economic interest. The term is intended to cover all forms in which mineralisation might occur, whether by class of deposit, mode of occurrence, genesis or composition
mining rights means the rights to mine mineral resources and obtain mineral products in areas where mining activities are licensed
LVI refers to Lily Valley International Pty Ltd
mRL means metres above sea level
Mt stands for million tonnes
Mtpa means million tonnes per annum
OC open cut mining which is mining from a pit open to surface and usually carried out by stripping of overburden materials

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Ore is the portion of a reserve from which a metal or valuable mineral can be extracted profitably under current or immediately foreseeable economic conditions
ore processing is the process through which physical or chemical properties, such as density, surface reactivity, magnetism and colour, are utilized to separate and capture the useful components of ore, which are then concentrated or purified by means of flotation, magnetic selection, electric selection, physical selection, chemical selection, reselection, and combined methods
ore selection the process used during mining to separate valuable ore from waste material or barren rock residue
ore t stands for ore tonne
Oz Troy ounces 31.10348g
preliminary is a comprehensive study of the viability of a mineral Project that has advanced feasibility study to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a Competent Person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Ore Reserve.
primary mineral are mineral deposits formed directly from magmas or hydrothermal processes deposits
Probable Ore is the economically mineable part of an Indicated and, in some circumstances, Reserve a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
Project means a deposit which is in the pre-operating phase of development and, subject to capital investment, feasibility investigations, statutory and management approvals and business considerations, may be commissioned as a mine
Proven Ore is the economically mineable part of a Measured Mineral Resource Reserve demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
raw ore is ore that has been mined and crushed in an in-pit crusher, but has not been processed further
recovery The percentage of material of initial interest that is extracted during mining and/or processing. A measure of mining or processing efficiency
Ore Reserves the [economically] mineable part of a Measured and/or Indicated Mineral Resource, including diluting materials and allowances for losses which may occur when the material is mined
mineral a concentration or occurrence of a material of intrinsic economic interest in or on resources the earth's crust in such form, quality and quantity such that there are reasonable prospects for eventual economic extraction
Mineral Resources which have been estimated in accordance with the recommendations Resources of the guidelines provided in the JORC Code.

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RL means Relative Level, an elevation above sea level
ROM stands for run-of-mine, being material as mined before beneficiation  saprolite is a geological term for weathered bedrock  shaft a vertical excavation from the surface to provide access to the underground mine workings
sq.km square Kilometre
t stands for tonne
t/bcm stands for tonnes per bank cubic metre (i.e., tonnes in situ) a unit of density
tonnage An expression of the amount of material of interest irrespective of the units of measurement (which should be stated when figures are reported)
tonne refers to metric tonne
tpa stands for tonnes per annum
tpd stands for tonnes per day
UG underground mining which is an opening in the earth accessed via shafts, declines or adits below the land surface to extract minerals
AUD stands for Australian dollars  $ refers to Australian dollar currency Unit

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B. Drill Collars and Significant Intercepts

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Prospect	Hole_ID	Easting	Northing			Type
BARBA	BHRB001	412873.3	6708504	349	23	RAB
BARBA	BHRB002	413033.8	6708505	349	22	RAB
GRAINBOW	IRB62	418784.6	6717004	400	60	RAB
GRAINBOW	IRB63	418747.9	6716986	400	47	RAB
GRAINBOW	IRB64	418704.5	6716965	400	48	RAB
GRAINBOW	IRB65	418679.5	6716952	400	60	RAB
GRAINBOW	IRB66	418637	6716930	400	60	RAB
GRAINBOW	IRB67	418600.4	6716913	400	54	RAB
GRAINBOW	IRB68	418566.6	6716896	400	60	RAB
GRAINBOW	IRB69	418533.8	6716884	400	60	RAB
GRAINBOW	IRB70	418496.2	6716866	400	42	RAB
GRAINBOW	IRB71	418463.4	6716855	400	32	RAB
GRAINBOW	IRB72	418426.8	6716833	400	30	RAB
GRAINBOW	IRB73	418390.1	6716822	400	24	RAB
GRAINBOW	IRB74	418352.5	6716803	400	9	RAB
GRAINBOW	IRB75	418325.5	6716785	400	10	RAB
GRAINBOW	IRB76	418288.8	6716775	400	12	RAB
GRAINBOW	IRB77	418252.2	6716757	400	24	RAB
GRAINBOW	IRB78	418210.7	6716736	400	22	RAB
GRAINBOW	IRB79	418177	6716718	400	9	RAB
GRAINBOW	IRB80	418136.5	6716702	400	14.5	RAB
GRAINBOW	IRB81	418115.3	6716687	400	20	RAB
GRAINBOW	IRB82	418075.7	6716678	400	32	RAB
GRAINBOW	IRB83	418046.8	6716658	400	22	RAB
GRAINBOW	IRB84	418006.3	6716635	400	22	RAB
GRAINBOW	IRB85	417974.5	6716625	400	15	RAB
GRAINBOW	IRB86	417936.9	6716608	400	16	RAB
GRAINBOW	IRB87	417904	6716596	400	28	RAB
GRAINBOW	IRB88	417866.4	6716578	400	30	RAB
GRAINBOW	IRB89	417830.8	6716557	400	30	RAB
GRAINBOW	IRB90	417790.3	6716542	400	25	RAB
GRAINBOW	IRB93	419344.3	6716813	400	30	RAB
GRAINBOW	IRB94	419307.7	6716794	400	37	RAB
GRAINBOW	IRB95	419276.8	6716780	400	27	RAB
GRAINBOW	IRB96	419239.2	6716765	400	38	RAB
GRAINBOW	IRB97	419204.5	6716747	400	47	RAB
GRAINBOW	IRB98	419170.7	6716730	400	49	RAB
GRAINBOW	IRB99	419130.2	6716718	400	30	RAB
GRAINBOW	IRB100	419096.4	6716700	400	39	RAB
GRAINBOW	IRB101	419067.5	6716683	400	41	RAB
GRAINBOW	IRB102	418834.8	6716349	400	57	RAB
GRAINBOW	IRB103	418799.1	6716329	400	55	RAB
GRAINBOW	IRB104	418764.4	6716316	400	39	RAB
GRAINBOW	IRB105	418732.6	6716297	400	60	RAB
GRAINBOW	IRB106	418698.9	6716280	400	24	RAB
GRAINBOW	IRB107	418666.1	6716268	400	45	RAB
GRAINBOW	IRB108	418626.5	6716247	400	42	RAB
GRAINBOW	IRB109	418587.9	6716232	400	18	RAB
GRAINBOW	IRB110	418555.1	6716217	400	18	RAB
GRAINBOW	IRB111	418517.5	6716198	400	15	RAB
GRAINBOW	IRB112	418484.7	6716184	400	11	RAB
GRAINBOW	IRB113	418451	6716166	400	14	RAB
GRAINBOW	IRB114	418418.2	6716150	400	21	RAB
GRAINBOW	IRB170	418525.4	6716975	400	40	RAB
GRAINBOW	IRB171	418506.1	6716970	400	52	RAB
GRAINBOW	IRB172	418532.4	6716948	400	44	RAB
GRAINBOW	IRB173	418518.9	6716940	400	52	RAB
GRAINBOW	IRB174	418522.3	6716875	400	56	RAB
GRAINBOW	IRB175	418525.3	6716856	400	44	RAB
GRAINBOW	IRB176	418540.8	6716860	400	50	RAB
GRAINBOW	IRB177	418545.3	6716771	400	42	RAB
GRAINBOW	IRB178	418535.7	6716764	400	50	RAB
GRAINBOW	IRB179	418561.2	6716720	400	38	RAB
GRAINBOW	IRB180	418548.6	6716716	400	44	RAB
GRAINBOW	IRB181	418679.2	6716722	400	62	RAB
GRAINBOW	IRB182	418644.5	6716706	400	50	RAB
GRAINBOW	IRB183	418605.9	6716687	400	62	RAB

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	GRAINBOW IRB184 418571.2 6716671 400 62 RAB GRAINBOW IRB185 418537.4 6716656 400 46 RAB GRAINBOW IRB186 418696.3 6716506 400 44 RAB GRAINBOW IRB187 418660.6 6716488 400 56 RAB GRAINBOW IRB188 418623.9 6716472 400 60 RAB GRAINBOW IRB189 418588.2 6716456 400 47 RAB GRAINBOW IRB190 418653.6 6716252 400 54 RAB HEPPING DDH001 417413.5 6724191 400 108 DD JUMPUP JDB26 411587 6712680 400 44 RAB JUMPUP JDB27 411618.7 6712706 400 2 RAB JUMPUP JDB28 411659.8 6712531 400 11 RAB JUMPUP JDB29 411659.8 6712531 400 4 RAB JUMPUP JDB30 411792.1 6712434 400 2 RAB JUMPUP JDC2 410930.1 6713903 400 70 REVC JUMPUP JDC3 410946.4 6713915 400 90 REVC JUMPUP JDC4 410887 6713970 400 70 REVC JUMPUP JDC5 410925.4 6714002 400 90 REVC JUMPUP JDC6 410968.8 6714028 400 70 REVC JUMPUP JURB003 411747 6711771 400 41 RAB JUMPUP JURB004 411950 6712776 400 17 RAB JUMPUP JURB005 411172.7 6712958 400 39 RAB JUMPUP JURB006 411007.5 6713654 400 13 RAB JUMPUP JURB007 411376.6 6713963 400 16 RAB JUMPUP JURB009 410741.9 6713848 400 30 RAB JUMPUP JURB010 410321.5 6713914 400 31 RAB JUMPUP JURB065 411450.7 6711940 400 89 RAB JUMPUP JURB066 411511.2 6711991 400 76 RAB JUMPUP JURB067 411746 6712395 400 60 RAB JUMPUP JURB068 411643.4 6712519 400 65 RAB JUMPUP JURB069 411674.2 6712544 400 41 RAB JUMPUP JURB070 411572.6 6712668 400 57 RAB JUMPUP JURB071 411602.4 6712692 400 33 RAB JUMPUP JURB072 411469.1 6712790 400 48 RAB JUMPUP JURB073 411500.8 6712816 400 57 RAB JUMPUP JURB074 411530.6 6712841 400 26 RAB JUMPUP JURB075 411325.5 6713087 400 58 RAB JUMPUP JURB076 411371.6 6713125 400 33 RAB JUMPUP JURB077 411284.5 6713260 400 12 RAB JUMPUP JURB078 411151.2 6713357 400 83 RAB JUMPUP JURB079 411212.6 6713409 400 20 RAB JUMPUP JURB080 411243.4 6713434 400 44 RAB JUMPUP JURB081 410844.6 6713102 400 65 RAB JUMPUP JURB082 410875.3 6713128 400 64 RAB JUMPUP JURB083 411069 6713705 400 52 RAB JUMPUP JURB084 411099.8 6713731 400 38 RAB JUMPUP JURB085 410905 6713777 400 47 RAB JUMPUP JURB086 410935.7 6713803 400 10 RAB JUMPUP JURB087 410966.5 6713829 400 73 RAB JUMPUP JURB088 410997.2 6713854 400 25 RAB JUMPUP JURB089 411027 6713879 400 35 RAB JUMPUP JURB090 411058.7 6713906 400 30 RAB JUMPUP JURB091 410864.9 6713951 400 48 RAB JUMPUP JURB092 410925.4 6714002 400 53 RAB JUMPUP JURB093 410956.2 6714028 400 39 RAB JUMPUP JURB094 410986 6714054 400 17 RAB JUMPUP JURB155 412774.3 6709294 400 17 RAB JUMPUP JURB156 412835.8 6709345 400 28 RAB JUMPUP JURB157 412887.1 6708972 400 24 RAB JUMPUP JURB158 412948.6 6709024 400 36 RAB JUMPUP JURB187 411038.3 6713681 400 20 RAB JUMPUP JURB188 410894.7 6713977 400 62 RAB JUMPUP JURB189 410761.3 6714074 400 60 RAB JUMPUP JURB190 410792.1 6714100 400 62 RAB JUMPUP JURB219 411348.3 6711438 400 50 RAB JUMPUP JURB220 411286.8 6711387 400 47 RAB JUMPUP JURB221 411225.3 6711335 400 57 RAB JUMPUP JURB222 411164.7 6711285 400 41 RAB JUMPUP JURB223 411102.3 6711232 400 33 RAB

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	JUMPUP JURB224 410734.3 6710926 400 79 RAB JUMPUP JURB225 410673.8 6710873 400 62 RAB JUMPUP JURB226 410611.3 6710823 400 52 RAB JUMPUP JURB227 410550.8 6710771 400 37 RAB JUMPUP JURB228 410243.4 6710515 400 76 RAB JUMPUP JURB229 410182.8 6710463 400 69 RAB JUMPUP JURB230 410120.4 6710412 400 68 RAB JUMPUP JURB231 409998.4 6710309 400 80 RAB JUMPUP JURB232 409691 6710054 400 76 RAB JUMPUP JURB233 409629.5 6710002 400 64 RAB JUMPUP JURB234 409568 6709951 400 57 RAB JUMPUP JURB235 409507.5 6709899 400 64 RAB JUMPUP JURB236 409445 6709848 400 54 RAB JUMPUP JURB237 409384.5 6709798 400 53 RAB JUMPUP JURB238 410674.1 6709624 400 83 RAB JUMPUP JURB239 410490.6 6709471 400 80 RAB JUMPUP JURB240 410429.1 6709419 400 44 RAB JUMPUP JURB241 410367.7 6709368 400 52 RAB JUMPUP JURB242 410306.2 6709317 400 38 RAB JUMPUP JURB243 410245.7 6709265 400 36 RAB JUMPUP JURB244 410183.2 6709215 400 64 RAB JUMPUP JURB245 410122.7 6709163 400 70 RAB JUMPUP JURB246 410060.3 6709112 400 10 RAB JUMPUP JURB247 409999.8 6709060 400 17 RAB JUMPUP JURB248 409938.3 6709010 400 9 RAB JUMPUP JURB249 410582.9 6709547 400 93 RAB JUMPUP JURB250 410736.5 6709677 400 95 RAB JUMPUP JURB251 410797.1 6709727 400 71 RAB JUMPUP JURB252 410858.6 6709778 400 43 RAB JUMPUP JURB253 411349.5 6710188 400 32 RAB JUMPUP JURB254 411411 6710241 400 41 RAB JUMPUP JURB255 411472.5 6710291 400 68 RAB JUMPUP JURB256 411533 6710342 400 22 RAB JUMPUP JURB257 411595.5 6710394 400 16 RAB JUMPUP JURB258 411656 6710444 400 15 RAB RAINBOW RB1 416164.9 6721410 400 14 RAB RAINBOW RB2 416201.5 6721426 400 14 RAB RAINBOW RB3 416237.2 6721444 400 14 RAB RAINBOW RB4 416274.8 6721461 400 16 RAB RAINBOW RB5 416311.5 6721478 400 22 RAB RAINBOW RB6 416347.2 6721493 400 26 RAB RAINBOW RB7 416384.8 6721510 400 24 RAB RAINBOW RB8 416421.5 6721527 400 27 RAB RAINBOW RB9 416457.2 6721544 400 36 RAB RAINBOW RB10 416494.8 6721560 400 44 RAB RAINBOW RB11 416531.5 6721577 400 30 RAB RAINBOW RB12 416567.2 6721595 400 42 RAB RAINBOW RB13 416604.8 6721612 400 52 RAB RAINBOW RB14 416641.5 6721627 400 44 RAB RAINBOW RB15 416677.2 6721644 400 58 RAB RAINBOW RB16 415996.6 6721778 400 25 RAB RAINBOW RB17 416033.2 6721793 400 23 RAB RAINBOW RB18 416070.9 6721810 400 30 RAB RAINBOW RB19 416106.5 6721827 400 28 RAB RAINBOW RB20 416143.2 6721844 400 36 RAB RAINBOW RB21 416180.9 6721860 400 36 RAB RAINBOW RB22 416216.6 6721877 400 36 RAB RAINBOW RB23 416253.2 6721894 400 46 RAB RAINBOW RB24 416290.8 6721912 400 30 RAB RAINBOW RB25 416327.5 6721928 400 34 RAB RAINBOW RB26 416363.2 6721944 400 36 RAB RAINBOW RB27 416400.8 6721961 400 48 RAB RAINBOW RB28 416437.5 6721978 400 42 RAB RAINBOW RB29 416473.2 6721994 400 42 RAB RAINBOW RB30 416510.8 6722011 400 50 RAB RAINBOW RB31 416547.5 6722028 400 54 RAB RAINBOW RB32 416583.2 6722045 400 48 RAB RAINBOW RB33 415410.8 6723061 400 18 RAB

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	RAINBOW RB34 415447.5 6723077 400 12 RAB RAINBOW RB35 415484.2 6723095 400 10 RAB RAINBOW RB36 415520.8 6723112 400 11 RAB RAINBOW RB37 415557.5 6723129 400 18 RAB RAINBOW RB38 415594.2 6723144 400 22 RAB RAINBOW RB39 415630.8 6723161 400 48 RAB RAINBOW RB40 415667.5 6723178 400 34 RAB RAINBOW RB41 415704.2 6723195 400 33 RAB RAINBOW RB42 415740.8 6723211 400 24 RAB RAINBOW RB43 415777.5 6723228 400 39 RAB RAINBOW RB44 415814.2 6723246 400 30 RAB RAINBOW RB45 415850.8 6723263 400 42 RAB RAINBOW RB46 415887.5 6723278 400 45 RAB RAINBOW RB47 415924.2 6723295 400 42 RAB RAINBOW RB48 415960.8 6723312 400 42 RAB RAINBOW RB49 415997.5 6723329 400 45 RAB RAINBOW RB50 415578.2 6722694 400 20 RAB RAINBOW RB51 415614.9 6722710 400 18 RAB RAINBOW RB52 415651.5 6722727 400 14 RAB RAINBOW RB53 415688.2 6722744 400 14 RAB RAINBOW RB54 415724.9 6722761 400 16 RAB RAINBOW RB55 415761.5 6722778 400 15 RAB RAINBOW RB56 415798.2 6722795 400 21 RAB RAINBOW RB57 415834.9 6722811 400 18 RAB RAINBOW RB58 415871.5 6722828 400 9 RAB RAINBOW RB59 415908.2 6722844 400 9 RAB RAINBOW RB60 415945.8 6722861 400 30 RAB RAINBOW RB61 415981.5 6722878 400 36 RAB RAINBOW RB62 416018.2 6722895 400 44 RAB RAINBOW RB63 416055.8 6722912 400 51 RAB RAINBOW RB64 416091.5 6722929 400 47 RAB RAINBOW RB65 415745.5 6722328 400 18 RAB RAINBOW RB66 415782.2 6722345 400 18 RAB RAINBOW RB67 415818.9 6722360 400 20 RAB RAINBOW RB68 416039.8 6722462 400 16 RAB RAINBOW RB69 416075.5 6722479 400 27 RAB RAINBOW RB70 416112.2 6722494 400 30 RAB RAINBOW RB71 416149.8 6722511 400 32 RAB RAINBOW RB72 416185.5 6722528 400 36 RAB RAINBOW RB73 416222.2 6722545 400 34 RAB RAINBOW RB74 416259.8 6722561 400 18 RAB RAINBOW RB75 416295.5 6722578 400 52 RAB RAINBOW RB76 416332.2 6722595 400 46 RAB RAINBOW RB77 416369.8 6722613 400 46 RAB RAINBOW RB78 416453.5 6722428 400 54 RAB RAINBOW RB79 416416.8 6722411 400 52 RAB RAINBOW RB80 416379.2 6722396 400 52 RAB RAINBOW RB81 416342.5 6722379 400 58 RAB RAINBOW RB82 416306.8 6722361 400 42 RAB RAINBOW RB83 416269.2 6722344 400 48 RAB RAINBOW RB84 416232.5 6722328 400 42 RAB RAINBOW RB85 416196.8 6722311 400 40 RAB RAINBOW RB86 416159.2 6722294 400 39 RAB RAINBOW RB87 416122.5 6722277 400 33 RAB RAINBOW RB88 416086.8 6722262 400 24 RAB RAINBOW RB89 416049.2 6722245 400 18 RAB RAINBOW RB90 416012.5 6722228 400 22 RAB RAINBOW RB91 415976.9 6722210 400 12 RAB RAINBOW RB92 416002.2 6722444 400 12 RAB RAINBOW RB93 415965.5 6722427 400 12 RAB RAINBOW RB94 415929.8 6722411 400 16 RAB RAINBOW RB95 415892.2 6722394 400 18 RAB RAINBOW RB96 415855.5 6722377 400 18 RAB RAINBOW 64 418021.2 6717771 400 28 RAB RAINBOW 65 418021.2 6717771 400 30 RAB RAINBOW 107 418997 6716670 400 14 RAB RAINBOW 109 418997 6716670 400 20 RAB RAINBOW 110 418997 6716670 400 15 RAB

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==> picture [211 x 49] intentionally omitted <==

	RAINBOW IRB-42 418004.4 6717817 400 54 RAB RAINBOW IRB-43 417967.8 6717801 400 54 RAB RAINBOW IRB-44 417930.2 6717783 400 56 RAB RAINBOW IRB-45 417894.5 6717766 400 54 RAB RAINBOW IRB-46 417857.8 6717749 400 32 RAB RAINBOW IRB-47 417820.2 6717733 400 20 RAB RAINBOW IRB-48 417784.5 6717716 400 24 RAB RAINBOW IRB-49 417747.9 6717699 400 22 RAB RAINBOW RRB1 418310.9 6717198 400 69 RAB RAINBOW RRB2 418274.2 6717182 400 62 RAB RAINBOW RRB3 418238.6 6717166 400 84 RAB RAINBOW RRB4 418201.9 6717150 400 60 RAB RAINBOW RRB5 418165.3 6717132 400 73 RAB RAINBOW RRB6 418129.6 6717116 400 78 RAB RAINBOW RRB7 418093.9 6717099 400 40 RAB RAINBOW RRB8 418056.3 6717083 400 69 RAB RAINBOW RRB9 418020.6 6717066 400 77 RAB RAINBOW RRB10 417984.9 6717051 400 45 RAB RAINBOW RRB11 417948.3 6717033 400 53 RAB RAINBOW RRB12 417911.6 6717017 400 37 RAB RAINBOW RRB13 417875.9 6717000 400 28 RAB RAINBOW RRB14 417839.3 6716984 400 23 RAB RAINBOW RRB15 417803.6 6716967 400 14 RAB RAINBOW RRB38 416930.2 6721330 400 61 RAB RAINBOW RRB39 416894.6 6721313 400 59 RAB RAINBOW RRB40 416857.9 6721298 400 50 RAB RAINBOW RRB41 416821.2 6721281 400 35 RAB RAINBOW RRB42 416785.5 6721264 400 32 RAB RAINBOW RRB43 416749.8 6721247 400 35 RAB RAINBOW RRB44 416712.2 6721231 400 38 RAB RAINBOW RRB45 416676.5 6721214 400 54 RAB RAINBOW RRB46 416640.8 6721198 400 36 RAB RAINBOW RRB47 416604.1 6721182 400 39 RAB RAINBOW RRB52 416878.1 6719883 400 2 RAB RAINBOW RRB53 416842.4 6719867 400 9 RAB RAINBOW RRB54 416805.7 6719850 400 17 RAB RAINBOW RRB055 418184.6 6716473 400 58.3 RAB RAINBOW RRB056 418120.8 6716464 400 86 RAB RAINBOW RRB057 418211.4 6716380 400 54 RAB RAINBOW RRB058 418154.4 6716373 400 78.5 RAB RAINBOW RRB059 418235.4 6716280 400 60 RAB RAINBOW RRB060 418181.2 6716273 400 75.5 RAB RAINBOW RRB061 418255.5 6716179 400 33.5 RAB RAINBOW RRB062 418204.3 6716168 400 70 RAB RAINBOW RRB066 419311.8 6717699 400 49 RAB RAINBOW RRB067 419233.7 6717660 400 77 RAB RAINBOW RRB068 419162.3 6717627 400 40.5 RAB RAINBOW RRB069 419059.1 6717576 400 74 RAB RAINBOW RRB070 419018.6 6717557 400 52 RAB RAINBOW RRB071 418956 6717520 400 32 RAB RAINBOW RRB072 418886.6 6717483 400 53 RAB RAINBOW RRB073 418814.2 6717453 400 43 RAB RAINBOW RRB074 418741.9 6717416 400 31 RAB RAINBOW RRB075 418668.7 6717370 400 51 RAB RAINBOW RRB076 418594.3 6717345 400 60 RAB RAINBOW RRB077 418520.1 6717311 400 48 RAB RAINBOW RRB078 418449.7 6717271 400 77 RAB RAINBOW RRB079 418376.4 6717236 400 64 RAB RAINBOW RRB080 418305.1 6717196 400 66 RAB RAINBOW RRB081 418233.7 6717167 400 59 RAB RAINBOW RRB082 418161.4 6717126 400 84 RAB RAINBOW RRB083 418089.1 6717091 400 74 RAB RAINBOW RRB084 418017.7 6717058 400 66 RAB RAINBOW RRB111 417580.9 6724078 400 43 RAB RAINBOW RRB112 417534.5 6724075 400 39 RAB RAINBOW RRB113 417499.6 6724075 400 49 RAB RAINBOW RRB114 417429.9 6724070 400 32 RAB RAINBOW RRB115 417360.2 6724073 400 42 RAB

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	RAINBOW RRB116 417311.8 6724071 400 60.3 RAB RAINBOW RRB117 417251.8 6724068 400 57 RAB RAINBOW RRB118 417193.6 6724069 400 58 RAB RAINBOW RRB119 417089.1 6724071 400 72 RAB RAINBOW RRB120 417007.7 6724074 400 55 RAB RAINBOW RRB121 416922.5 6724077 400 48 RAB RAINBOW RRB122 416852.7 6724079 400 47 RAB RAINBOW RRB123 416772.3 6724081 400 44 RAB RAINBOW RRB124 416671.6 6724081 400 39 RAB RAINBOW RRB125 416604.8 6724083 400 33 RAB RAINBOW RRB126 417413.3 6724490 400 34 RAB RAINBOW RRB127 417376.5 6724486 400 47 RAB RAINBOW RRB128 417278.7 6724487 400 35 RAB RAINBOW RRB129 417183.8 6724486 400 31 RAB RAINBOW RRB130 417101.5 6724483 400 48 RAB RAINBOW RRB141 416040.7 6725450 400 47 RAB RAINBOW RRB142 415953.5 6725454 400 40 RAB RAINBOW RRB143 415885.7 6725458 400 52 RAB RAINBOW RRB144 415810.1 6725458 400 22 RAB RAINBOW RRB145 415725.9 6725458 400 14 RAB RAINBOW RRB146 415645.5 6725452 400 17 RAB RAINBOW RRB147 415559.4 6725452 400 15 RAB RAINBOW RRB148 415489.6 6725452 400 15 RAB RAINBOW RRB149 415407.2 6725460 400 12 RAB RAINBOW RRB150 415288.9 6725359 400 10 RAB RAINBOW RRB151 417159.9 6719735 400 60 RAB RAINBOW RRB152 417093.2 6719717 400 62 RAB RAINBOW RRC001 418255.6 6716022 400 57 REVC RAINBOW RRC002 418303.9 6716032 400 39 REVC RAINBOW RRC003 418288.5 6716029 400 39 REVC RAINBOW RRC004 418281 6716132 400 33 REVC RAINBOW RRC005 418265.5 6716130 400 39 REVC RAINBOW RRC006 418254.9 6716126 400 57 REVC RAINBOW RRC007 418244.2 6716124 400 39 REVC RAINBOW RRC008 418237.1 6716176 400 50 REVC RAINBOW RRC009 418243.5 6716228 400 27 REVC RAINBOW RRC010 418230 6716226 400 45 REVC RAINBOW RRC011 418223.2 6716223 400 63 REVC RAINBOW RRC012 418221.8 6716279 400 25 REVC RAINBOW RRC013 418211.2 6716277 400 50 REVC RAINBOW RRC014 418220.5 6716329 400 51 REVC RAINBOW RRC015 418208.9 6716326 400 27 REVC RAINBOW RRC016 418198.3 6716324 400 45 REVC RAINBOW RRC017 418242.4 6716383 400 51 REVC RAINBOW RRC018 418196.6 6716422 400 33 REVC RAINBOW RRC019 418186 6716418 400 21 REVC RAINBOW RRC020 418175.3 6716416 400 57 REVC RAINBOW RRC021 418165.7 6716415 400 64 REVC RAINBOW RRC022 418174.9 6716470 400 27 REVC RAINBOW RRC023 418176.5 6716517 400 21 REVC RAINBOW RRC024 418165.9 6716514 400 37 REVC RAINBOW RRC025 418155.3 6716511 400 51 REVC RAINBOW RRC026 418164.3 6716468 400 57 REVC RAINBOW RRC027 418165.5 6716573 400 36 REVC RAINBOW RRC028 418155.8 6716571 400 39 REVC RAINBOW RRC029 418145.2 6716570 400 45 REVC RAINBOW RRC030 418142.5 6716673 400 33 REVC RAINBOW RRC031 418133.8 6716672 400 33 REVC RAINBOW RRC032 418122.2 6716669 400 39 REVC RAINBOW RRC033 418130.1 6716777 400 45 REVC RAINBOW RRC034 418116.6 6716775 400 45 REVC RAINBOW RRC035 418106.9 6716772 400 39 REVC RAINBOW RRC036 418096.3 6716770 400 50 REVC RAINBOW RRC037 418095.5 6716874 400 39 REVC RAINBOW RRC038 418086.8 6716873 400 33 REVC RAINBOW RRC039 418076.2 6716871 400 57 REVC RAINBOW RRC040 418066.2 6716920 400 39 REVC RAINBOW RRC041 418075.4 6716975 400 33 REVC

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==> picture [211 x 49] intentionally omitted <==

	RAINBOW RRC042 418061 6716971 400 57 REVC RAINBOW RRC043 418054.5 6717063 400 27 REVC RAINBOW RRC044 418043.9 6717061 400 49 REVC RAINBOW RRC045 418047.9 6717162 400 27 REVC RAINBOW RRC046 418032.5 6717160 400 60 REVC RAINBOW RRC047 417986.3 6717256 400 51 REVC RAINBOW RRC048 418016.3 6717261 400 39 REVC RAINBOW RRC049 418025.9 6717263 400 27 REVC RAINBOW RRC050 418007.8 6717363 400 33 REVC RAINBOW RRC051 418027.1 6717368 400 15 REVC RAINBOW RRC052 418017.4 6717366 400 27 REVC RAINBOW RRC053 417986.5 6717360 400 33 REVC RAINBOW RRC054 417950 6717456 400 33 REVC RAINBOW RRC055 417973.2 6717462 400 39 REVC RAINBOW RRC058 418201.7 6716378 400 39 REVC RAINBOW RRC059 418191.1 6716376 400 45 REVC RAINBOW RRC060 418211 6716176 400 124 REVC RAINBOW RRC061 418190.7 6716162 400 106 REVC RAINBOW RRC062 418175.3 6716160 400 148 REVC RAINBOW RRC063 418247.2 6716384 400 160 REVC RAINBOW RRC064 418187.2 6716376 400 40 REVC RAINBOW RRC065 418131.2 6716368 400 100 REVC RAINBOW RRC066 418112.8 6716366 400 124 REVC RAINBOW RRC067 418092.5 6716363 400 136 REVC RAINBOW RRC068 418105.9 6716513 400 100 REVC RAINBOW RRC069 418075.9 6716514 400 130 REVC RAINBOW RRC070 418206.5 6716518 400 130 REVC RAINBOW RRC074 417532.3 6720298 400 112 REVC RAINBOW RRC075 418096.6 6716463 400 106 REVC

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hole_id	depth_from	depth_to	Au_g/ t	Type	tenement	hole_id	depth_fro m	depth_t o	Au_g/ t	Type	tenement
IRB171	28	32	0.52	RAB	E31/1141	RRC009	12	13	1.75	REVC	E31/1141
IRB173	20	24	0.7	RAB	E31/1141	RRC009	13	14	0.54	REVC	E31/1141
IRB177	20	24	0.7	RAB	E31/1141	RRC010	31	32	0.7	REVC	E31/1141
IRB178	40	44	3.3	RAB	E31/1141	RRC010	32	33	2.15	REVC	E31/1141
IRB178	44	48	0.62	RAB	E31/1141	RRC011	41	42	1.3	REVC	E31/1141
IRB179	16	20	2.75	RAB	E31/1141	RRC011	42	43	0.94	REVC	E31/1141
JURB07 1	32	33	0.7	RAB	E31/1258	RRC012	14	15	0.56	REVC	E31/1141
						RRC014	34	35	1.85	REVC	E31/1141
JURB09 3	37	38	9.8	RAB	E31/1258	RRC014	35	36	0.56	REVC	E31/1141
						RRC016	36	37	0.56	REVC	E31/1141
JURB09 3	38	39	1.58	RAB	E31/1258
						RRC018	12	13	1.14	REVC	E31/1141
						RRC018	13	14	1.08	REVC	E31/1141
JURB18 8	36	40	1.24	RAB	E31/1258
						RRC018	15	16	1.45	REVC	E31/1141
						RRC018	16	17	7.2	REVC	E31/1141
JURB18 8	40	44	1.33	RAB	E31/1258
						RRC018	17	18	2.95	REVC	E31/1141
JURB18 8	48	52	0.506	RAB	E31/1258	RRC018	18	19	1.3	REVC	E31/1141
						RRC018	19	20	1.02	REVC	E31/1141
RRB055	30	32	1.5	RAB	E31/1141	RRC018	25	26	1.25	REVC	E31/1141
RRB055	32	34	1.3	RAB	E31/1141	RRC018	26	27	1.9	REVC	E31/1141
RRB055	34	36	1.08	RAB	E31/1141	RRC019	11	12	0.82	REVC	E31/1141
RRB055	38	40	0.7	RAB	E31/1141	RRC019	12	13	2.15	REVC	E31/1141
RRB055	40	42	5.2	RAB	E31/1141	RRC019	13	14	2.35	REVC	E31/1141
RRB055	42	44	2.95	RAB	E31/1141	RRC019	14	15	3.4	REVC	E31/1141
RRB055	44	46	3.5	RAB	E31/1141	RRC019	15	16	1.45	REVC	E31/1141
RRB055	46	48	2.5	RAB	E31/1141	RRC019	17	18	2.25	REVC	E31/1141
RRB055	48	50	4.3	RAB	E31/1141	RRC019	18	19	4.1	REVC	E31/1141
RRB055	50	52	3.3	RAB	E31/1141	RRC019	19	20	3.2	REVC	E31/1141
RRB055	52	54	2.7	RAB	E31/1141	RRC019	20	21	3	REVC	E31/1141
RRB055	54	56	1.2	RAB	E31/1141	RRC020	33	34	0.7	REVC	E31/1141
RRB055	56	58	0.66	RAB	E31/1141	RRC020	34	35	0.72	REVC	E31/1141
RRB056	62	64	0.78	RAB	E31/1141	RRC020	35	36	1	REVC	E31/1141
RRB056	64	66	0.54	RAB	E31/1141	RRC020	36	37	1.55	REVC	E31/1141
RRB057	36	38	0.74	RAB	E31/1141	RRC020	37	38	1	REVC	E31/1141
RRB057	38	40	1.16	RAB	E31/1141	RRC020	40	41	1.02	REVC	E31/1141
RRB057	40	42	5.8	RAB	E31/1141	RRC020	42	43	1.65	REVC	E31/1141
RRB057	42	44	3.7	RAB	E31/1141	RRC020	43	44	1.2	REVC	E31/1141
RRB057	44	46	2.3	RAB	E31/1141	RRC021	52	53	0.66	REVC	E31/1141
RRB057	46	48	1.4	RAB	E31/1141	RRC021	54	55	0.78	REVC	E31/1141
RRB057	48	50	0.68	RAB	E31/1141	RRC022	15	16	4.1	REVC	E31/1141
RRB058	50	52	1.02	RAB	E31/1141	RRC022	16	17	3.5	REVC	E31/1141
RRB058	52	54	0.77	RAB	E31/1141	RRC022	17	18	0.74	REVC	E31/1141
RRB061	12	14	0.56	RAB	E31/1141	RRC022	18	19	1.08	REVC	E31/1141
RRB061	16	18	1.8	RAB	E31/1141	RRC023	8	9	1.25	REVC	E31/1141
RRB061	18	20	5.4	RAB	E31/1141	RRC023	9	10	2	REVC	E31/1141
RRB061	20	22	7.8	RAB	E31/1141	RRC023	10	11	3.1	REVC	E31/1141
RRB061	22	24	14	RAB	E31/1141	RRC023	11	12	0.64	REVC	E31/1141
RRB061	24	26	0.68	RAB	E31/1141	RRC023	17	18	1.2	REVC	E31/1141
RRC001	47	48	7.6	REVC	E31/1141	RRC023	18	19	1.4	REVC	E31/1141
RRC002	24	25	1.06	REVC	E31/1141	RRC024	0	2	1.4	REVC	E31/1141
RRC002	25	26	0.9	REVC	E31/1141	RRC024	2	4	0.94	REVC	E31/1141
RRC003	28	29	1.5	REVC	E31/1141	RRC024	16	18	0.64	REVC	E31/1141
RRC003	29	30	0.66	REVC	E31/1141	RRC024	24	25	2.6	REVC	E31/1141
RRC004	20	21	2.1	REVC	E31/1141	RRC024	25	26	0.76	REVC	E31/1141
RRC004	21	22	1	REVC	E31/1141	RRC024	26	27	0.84	REVC	E31/1141
RRC005	23	24	0.96	REVC	E31/1141	RRC024	27	28	1.3	REVC	E31/1141
RRC005	24	25	4.6	REVC	E31/1141	RRC025	28	29	0.84	REVC	E31/1141
RRC005	25	26	0.82	REVC	E31/1141	RRC025	29	30	1.45	REVC	E31/1141
RRC006	48	49	0.54	REVC	E31/1141	RRC025	30	31	1.65	REVC	E31/1141
RRC008	31	32	0.52	REVC	E31/1141	RRC025	31	32	0.66	REVC	E31/1141
RRC008	32	33	0.54	REVC	E31/1141	RRC025	33	34	2.45	REVC	E31/1141
RRC008	36	37	1.45	REVC	E31/1141	RRC025	34	35	7	REVC	E31/1141
RRC008	37	38	0.62	REVC	E31/1141	RRC025	35	36	3.8	REVC	E31/1141
RRC009	10	11	0.62	REVC	E31/1141	RRC025	36	37	0.98	REVC	E31/1141

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hole_id	from	to	Au_g/ t	Type	tenement	hole_id	depth_from	depth_to	Au_g/ t	Type	tenement
RRC025	41	42	4.2	REVC	E31/1141	RRC041	17	18	0.52	REVC	E31/1141
RRC025	42	43	1.4	REVC	E31/1141	RRC041	20	21	1.95	REVC	E31/1141
RRC026	35	36	7	REVC	E31/1141	RRC041	21	22	0.74	REVC	E31/1141
RRC026	36	37	6	REVC	E31/1141	RRC042	15	16	0.6	REVC	E31/1141
RRC026	37	38	1.5	REVC	E31/1141	RRC042	21	22	1.08	REVC	E31/1141
RRC026	38	39	1	REVC	E31/1141	RRC042	27	28	1.6	REVC	E31/1141
RRC026	39	40	1.1	REVC	E31/1141	RRC042	28	29	0.7	REVC	E31/1141
RRC026	40	41	2.2	REVC	E31/1141	RRC042	29	30	1.16	REVC	E31/1141
RRC026	41	42	2.6	REVC	E31/1141	RRC043	11	12	0.64	REVC	E31/1141
RRC026	42	43	1.7	REVC	E31/1141	RRC043	13	14	0.76	REVC	E31/1141
RRC027	17	18	1.6	REVC	E31/1141	RRC043	14	15	1.45	REVC	E31/1141
RRC027	25	26	1.8	REVC	E31/1141	RRC043	15	16	0.84	REVC	E31/1141
RRC027	26	27	2.85	REVC	E31/1141	RRC043	17	18	1.7	REVC	E31/1141
RRC027	27	28	6.6	REVC	E31/1141	RRC043	18	19	0.7	REVC	E31/1141
RRC027	28	29	1.8	REVC	E31/1141	RRC045	12	13	0.86	REVC	E31/1141
RRC027	29	30	0.64	REVC	E31/1141	RRC045	13	14	1.04	REVC	E31/1141
RRC027	30	31	1.95	REVC	E31/1141	RRC045	17	18	0.82	REVC	E31/1141
RRC027	31	32	3.1	REVC	E31/1141	RRC045	18	19	0.56	REVC	E31/1141
RRC027	32	33	0.52	REVC	E31/1141	RRC045	19	20	0.98	REVC	E31/1141
RRC028	17	18	4	REVC	E31/1141	RRC046	35	36	0.78	REVC	E31/1141
RRC029	22	23	1.08	REVC	E31/1141	RRC054	22	23	0.64	REVC	E31/1141
RRC029	29	30	1.7	REVC	E31/1141	RRC055	31	32	0.66	REVC	E31/1141
RRC029	30	31	1.02	REVC	E31/1141	RRC055	32	33	0.7	REVC	E31/1141
RRC029	34	35	0.58	REVC	E31/1141	RRC055	34	35	9.8	REVC	E31/1141
RRC030	19	20	0.58	REVC	E31/1141	RRC055	35	36	0.9	REVC	E31/1141
RRC030	21	22	2.05	REVC	E31/1141	RRC058	8	9	1.45	REVC	E31/1141
RRC030	25	26	2.85	REVC	E31/1141	RRC058	9	10	1.7	REVC	E31/1141
RRC030	26	27	4.9	REVC	E31/1141	RRC058	10	11	21	REVC	E31/1141
RRC030	27	28	2.05	REVC	E31/1141	RRC058	11	12	9.6	REVC	E31/1141
RRC030	28	29	0.84	REVC	E31/1141	RRC058	12	13	5.6	REVC	E31/1141
RRC030	29	30	0.7	REVC	E31/1141	RRC058	13	14	0.98	REVC	E31/1141
RRC034	21	22	0.82	REVC	E31/1141	RRC059	34	35	4.7	REVC	E31/1141
RRC034	22	23	2.1	REVC	E31/1141	RRC059	35	36	6.4	REVC	E31/1141
RRC035	4	5	0.62	REVC	E31/1141	RRC059	36	37	4.5	REVC	E31/1141
RRC035	5	6	0.96	REVC	E31/1141	RRC059	37	38	2.85	REVC	E31/1141
RRC035	6	7	0.68	REVC	E31/1141	RRC059	38	39	2.8	REVC	E31/1141
RRC036	20	21	2.2	REVC	E31/1141	RRC059	39	40	0.52	REVC	E31/1141
RRC036	21	22	3.2	REVC	E31/1141	RRC060	12	13	1.14	REVC	E31/1141
RRC036	22	23	0.86	REVC	E31/1141	RRC060	13	14	2.51	REVC	E31/1141
RRC036	39	40	0.66	REVC	E31/1141	RRC060	14	15	0.7	REVC	E31/1141
RRC038	8	9	0.86	REVC	E31/1141	RRC062	84	85	0.98	REVC	E31/1141
RRC038	9	10	1.12	REVC	E31/1141	RRC065	76	77	1	REVC	E31/1141
RRC040	35	36	0.98	REVC	E31/1141	RRC065	77	78	0.64	REVC	E31/1141
RRC040	36	37	1.5	REVC	E31/1141	RRC065	78	79	0.58	REVC	E31/1141
RRC040	37	38	0.76	REVC	E31/1141	RRC066	92	93	0.56	REVC	E31/1141
RRC041	9	10	0.66	REVC	E31/1141	RRC066	93	94	0.54	REVC	E31/1141
RRC041	12	13	0.66	REVC	E31/1141	RRC066	94	95	0.56	REVC	E31/1141
RRC041	13	14	2.15	REVC	E31/1141	RRC066	95	96	1.55	REVC	E31/1141
RRC041	14	15	0.6	REVC	E31/1141

Note: down hole length are report with true width not known’

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C. JORC TABLE 1

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Section 1 of the JORC Code, 2012 Edition – Table 1

Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
*Sampling* *techniques*	 Nature and quality of sampling (e.g., cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.  Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.  Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g., ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases, more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g., submarine nodules) may warrant disclosure of detailed information.	 Samples at within the Projects were collected using drilling techniques including Rotary Air Blast (RAB), and Reverse Circulation (RC), as well as rock chip samples. Holes were generally angled at 60° to 90° at a variety of angles depend on the target. Given the status of the project this is considered reasonable.  AC and RC samples were collected every 1m using standard methods. No detailed sampling methods were supplied, however site inspections confirm 1m samples were collected.  Rock samples were grab samples from surface stockpiles or float samples.  No QAQC was provided, however no resource estimate was reported, and the samples are considered suitable for exploration results to be reported, as historical references.  LVI understands all Sample preparation was completed by independent international accredited laboratories however no details were provided.
*Drilling* *techniques*	 Drill type (eg core, reverse circulation, open- hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by _what method, etc). _	 No details were provided as to the diameter, however site inspections and discussions indicate standard equipment was used from the exploration period.
*Drill sample* *recovery*	 Method of recording and assessing core and chip sample recoveries and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.  Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	 No recovery was recorded, site inspections of RC rejects indicates suitable recovery.  No relationship was able to be determined due to limited data. 
*Logging*	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.  The total length and percentage of the relevant intersections logged.	 All holes were field logged by company geologists. Lithological, alteration and mineralogical nomenclature of the deposit as well as sulphide content were recorded. No geotechnical and structural data measured has been recorded.  Logging is suitable for assessment of exploration potential.  All drill holes were logged in full.  Logging was qualitative and quantitative in nature.
*Sub-* *sampling* *techniques* *and* *sample* *preparation*	 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	 All non-core is understood to be riffle split and all samples ere dry due to the limited depth of drilling.  Based on site inspections sample sizes are considered appropriate to correctly represent interpreted mineralisation given

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Criteria	JORC Code explanation	Commentary
	 For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.	the status of the projects and allow an assessment of exploration potential, the thickness and consistency of the intersections, the sampling methodology and assay value ranges for Au.  No details of QAQC were provided.
*Quality* of *assay* *data* *and* *laboratory* *tests*	 The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometres, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	 No details of the laboratory procedures were provided, however international accredited labs are understood to have been utilised.  NO QAQC procedures or data were supplied, no estimate was completed and all data is considered historical in nature
*Verification* *of sampling* *and assaying*	 The verification of significant intersections by either independent or alternative company personnel.  The use of twinned holes.  Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.  _Discuss any adjustment to assay data. _	 No verification was completed due to lack of remaining samples.  No twin holes were completed  No hard copy data was provided, however site verifications were carried out to determine any material issues with the data. Logging and collars were consistent, and mineralisation, while not outcropping, was observed and consistent with assays.
*Location* of *data points*	 Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Specification of the grid system used.	 No downhole surveys completed due to shallow holes  Handheld GPS was utilised for collars which is considered suitable for reporting of historical exploration results.  MGA grid was utilised.  Topography was not applicable

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Criteria	JORC Code explanation	Commentary
	 Quality and adequacy of topographic control.
*Data spacing* *and* *distribution*	 Data spacing for reporting of Exploration Results.  Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.  Whether sample compositing has been _applied. _	 RC holes drill ong 100m by 10m spacing, RAB holes varied from 160 m by 100m to 400m spacing.  Spacing is too wide to estimate and report Mineral Resources.  No sample compositing is understood to be have been completed.
*Orientation* of *data* in *relation* to *geological* *structure*	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	 Limited drilling has been completed to confirm the optimal drilling orientation. Exploration Results are reported and no estimate is completed as further works are required.
*Sample* *security*	 The measures taken to ensure sample security.	 Not appliable
*Audits* or *reviews*	 The results of any audits or reviews of sampling techniques and data.	 Not applicable

Section 2 of the JORC Code, 2012 Edition – Table 1

Criteria	JORC Code explanation	Commentary
*Mineral* *tenement and* *land* *tenure* *status*	 Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.  The security of the tenure held at the time of reporting along with any known impediments _to obtaining a license to operate inthe area. _	 The company has interests in 8 tenements, 7 within the Edjudina Project and 1 within the Victoria Bore Project.  No joint venture or royalies are understood to be impact the tenements.  No known impediments are understood to occur to allow further exploration.  Several tenements are in the application stage.
*Exploration* *done by other* *parties*	 Acknowledgment and appraisal of exploration by other parties.	 Several generations of drilling and exploration has been completed within the Edjudina Project. Section 5 details this works and LVI review is shown in Section 7  Not applicable for Victoria Bore
*Geology*	 Deposit type, geological setting and style of mineralisation.	Edjudina  The data supplied indicates mineralisation within the tenements is potentially in line with the commonly observed Eastern Goldfields shear hosted, structurally control mineralisation style. Given the tenements are either along strike, or along interpreted similar splays, of the highly structurally controlled Yilgangie Goldfield, as noted inSection 4.1(*Figure 4-4*), mineralisation within the tenements is likely to be highly structurally controlled requiring phased exploration methods which are targeted with the results analysedindetailbetweeneachphase

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Criteria	JORC Code explanation	Commentary
		Victoria Bore  The style of mineralisation is yet to be confirmed, however the works completed to date indicates structurally controlled deposition through hydrothermal fluids, likely via a skarn system. Further work is required to confirm this interpretation
*Drill* *hole* *information*	 A summary of all information material to the under-standing of the exploration results including a tabulation of the following information for all Material drill holes:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  hole length  If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain _why this is the case. _	 Provided in Appendix B  Significant historical exploration results are provided in Appendix B, no data is excluded.
*Data* *aggregation* *methods*	 In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.  Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.  The assumptions used for any reporting of metal equivalent values should be clearly _stated. _	 No high grade cuts were applied,  Minimum 0.5g/t Au was applied for significant exploration results reported.  Appendix B details all results above 0.5 g/t Au. The report includes only samples above 0.5 g/t Au with no internal waste included.  No metal equivalence was utilised.
*Relationship* *between* *mineralisation* *widths* *and* *intercept* *lengths*	 These relationships are particularly important in the reporting of Exploration Results.  If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.  If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g.’down hole _length, true width not known’). _	 Geometry of the mineralisation is not confirmed, however all RC results reported are considered.  All results reported as down holes, as noted in the relevant sections.
*Diagrams*	 Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported. These should include, but not be limited to a plan view of drill hole collar _locations and appropriate sectional views. _	 Provided in the report.
*Balanced* *Reporting*	 Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Where comprehensive reporting of all Exploration Results is not practicable, _representative reporting of both low and high _	 Handheld GPS was utilsied fort collars this is considered suitable for exploration results.  Appendix B details all exploration results.

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Criteria	JORC Code explanation	Commentary
	grades and/or widths should be practiced to avoid misleading reporting of Exploration _Results. _
*Other* *substantive* *exploration* *data*	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples - size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating _substances. _	 Provided in the relevant sections of the Report, including geophysical survey at Victoria Bore
*Further work*	 The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large- scale step-out drilling).  Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	 Detailed in Section 8.

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10 Mining Tenement Report

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24 May 2021

The Directors M3 Mining Limited Level 1, 3 Ord Street West Perth WA 6005

Dear Sirs

M3 Mining Limited – Solicitor’s Report on Mining Tenements and Native Title

This report ( Report ) has been prepared for due diligence purposes in relation to a prospectus ( Prospectus ) to be issued by M3 Mining Limited ACN 644 548 434 ( Company ) for an initial public offering of 23,000,000 shares at an issue price of $0.20 per share to raise a total of $4,600,000 (before costs) ( IPO ).

We have been requested to report on the five (5) granted exploration licences and three (3) applications for exploration licence applications in Western Australia comprising the Edjudina Project and Victoria Bore Project ( Projects ) in which the Company owns a 100% beneficial interest ( Tenements ). Details of the Tenements are set out in the Schedule and Notes to this Report. The Schedule together with the Notes to the Schedule form part of this Report.

This Report covers:

(a) Details of searches made in respect of the Tenements.
(b) Qualifications and Assumptions.
(c) General information about mining tenements in Western Australia.
(d) Overview of native title and cultural heritage issues relevant to the Tenements in Western Australia.
(e) Aboriginal Heritage.
(f) Details of the Tenements as set out in the Schedule.

Opinion

As a result of our searches and enquiries, subject to the assumptions, qualifications and exceptions set out in this Report, we are of the opinion that:
(a) the information included in this Report is an accurate statement as to the status of the Tenements and the details of the registered holders as at 19 May 2021;
(b) all applicable rents and other fees due under the Mining Act 1978 (WA) ( Mining Act ) in respect of the Tenements have been paid;

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(c) all expenditure requirements under the Mining Act in respect of the Tenements have been complied with;
(d) the Company’s rights to explore the Tenements are subject to various conditions imposed by the Department of Mines, Industry Regulation and Safety ( DMIRS ). The key conditions imposed by DMIRS in relation to each Tenement are noted in the Schedule; and
(e) all applications for determination of native title which affect the Tenements are noted in this Report and the Schedule.

Edjudina Project - Key Highlights

The Edjudina Project comprises five (5) granted tenements - four (4) granted exploration licences E31/1140, E31/1141, E31/1168, E31/1249 and one (1) granted prospecting licence P31/2113 ( Edjudina Granted Licences ) and one (1) application for exploration licence E31/1258 ( Edjudina Licence Application ) (together the Edjudina Project Tenements ).
The key highlights are as follows:
(a) In respect of the Edjudina Project Tenements:
- (i) The Edjudina Project Tenements are registered in the name of Strada D'Oro Pty Ltd. The Company is the beneficial owner of the Edjudina Project Tenements pursuant to a sale and purchase agreement dated 24 December 2020 between Strada D'Oro Pty Ltd and the Company which was completed on 18 January 2021. The sale and purchase agreement is currently with the Office of State Revenue for stamp duty assessment. Once stamped the transfers of the Edjudina Project Tenements will be lodged with DMIRS for registration.
- (ii) The Edjudina Granted Licences are all in good standing.
- (iii) The Edjudina Granted Licences expire as follows:
  - (A) the four (4) exploration licences expire on various dates between 2022 and 2026; and
  - (B) prospecting licence P 31/2113 has an initial 4 year term which expires on 12 December 2021. An application can be lodged to extend the term for a further period of 4 years if there are prescribed grounds for extension as set out in Reg 23AB of the Mining Regulations 1981 (WA) (see Section 9(b) of this Report for details of the prescribed grounds for extension of a prospecting licence). The Company has advised it intends to make such an application. The area of P31/2113 is covered by an application by a third party for an exploration licence. If the extension application for the prospecting licence is refused by the Minister then the priority to this area will fall to the third party exploration licence applicant.

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(iv) The Edjudina Granted Licences have historically met all minimum expenditure requirements. For the 2021 commitments, these will become due on various dates between 10/07/21 and 18/4/2022.
(v) There are no performance bonds against any of the Edjudina Granted Licences.
(vi) A tenement holder is usually required to file separate operations reports for each individual tenement held. However, arrangements have been approved for combined mineral exploration reports to be filed for E31/1140, E31/1141, E31/1168, and P31/2113. The Company has advised that application has been made for recently granted E31/1249 to be added to this combined reporting group.
(vii) There are two registered Aboriginal heritage sites on the Edjudina Project Tenements as follows:
(A) Registered Aboriginal Site 2708 LAKE REYSIDE (RAESIDE). This registered site affects the northern portion of E 31/1140. The registered site is a closed site with male access only.
(B) Registered Aboriginal heritage Site 19142 LAKE REBECCA. This registered site affects a small southern portion of E 31/1258. The registered site is not restricted and has no gender restrictions.

The Company has advised that the areas affected by the above sites are not currently considered prospective and it is not currently expected that any exploration will be conducted within these areas. If geological understanding changes and exploration involving ground-disturbing activities is warranted within this area, an application for access under section 18 of the Aboriginal Heritage Act 1972 (WA) will need to be made to the Minister by the Company.

(b) There are two Native Title claims which affect the Edjudina Project as follows:
(i) 100% of the area covered by the Edjudina Project Tenements is affected by Native Title claim made by the Maduwongga People (NNTT number WC2017/001, Federal Court Number WAD 186/2017).
(ii) 100% of the area covered by the Edjudina Project Tenements is affected by Native Title claim made by the Nyalpa Pirniku People (NNTT number WC2019/002, Federal Court number WAD91/2019).

The above Native Title claims have not been determined.

(c) The area covered by the Edjudina Project is subject to Pastoral Leases as follows:
(i) Pastoral Lease N049971 (Edjudina) covers 100% of all Edjudina Granted Licences; 99% of E31/1249 and 22% of E31/1258.
(ii) Pastoral Lease N050109 (Menangina) covers 74% of E31/1258.

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Compensation is not payable under the Mining Act to a pastoral lessee for deprivation of the possession of the land the subject of the pastoral lease. However compensation is payable under the Mining Act to a pastoral lessee for any damage to improvements on the land caused by the tenement holder and for any substantial loss of earnings suffered by the pastoral lessee resulting from mining by the tenement holder. It is not necessary to conclude an agreement with a pastoral lessee as to compensation before a mining tenement application can be granted. However it is not uncommon for tenement holders and pastoral lessees to enter into such agreements.

(d) A compensation and access agreement has been entered into with the pastoral lessee of Pastoral Lease N050109 (Menangina) , D & C Geraghty Pty Ltd in respect of E31/1258 and E31/1265 ( Edjudina Compensation Agreement ). We have reviewed a copy of the Edjudina Compensation Agreement and confirm the same was entered into on terms which are standard for an agreement of this nature. The Company has entered into a deed of assignment agreeing to be bound by the terms of the Edjudina Compensation Agreement .
(e) We are also instructed that Strada D'Oro Pty Ltd has also made an application for exploration licence E31/1265. This application is a contested application with two other parties and the successful applicant will be determined by a ballot. The Company will acquire this tenement if Strada D'Oro Pty Lt is the successful applicant in the ballot. Due to the uncertainty of the award of this application due to the ballot, no further information is included on this tenement application in this Report.

Victoria Bore Project - Key Highlights

The Victoria Bore Project comprises two applications for exploration licences E 08/3220 and E 08/3326 ( Victoria Bore Licence Applications ). The Victoria Bore Licence Applications are currently pending with DMIRS. The endorsements and conditions affecting the licence application and minimum expenditure requirements will not be confirmed until the licences are granted.
The key highlights are as follows:
(a) The licence application for E 08/3220 is registered in the name of Simon Peter Eley. The Company is the beneficial owner of the application pursuant to a sale and purchase agreement dated 24 December 2020 between Simon Peter Eley and the Company which was completed on 18 January 2021. The Company expects that this exploration licence will be issued in the near future prior to the closing of the IPO offer. Post grant a transfer of this tenement will be lodged once the sale and purchase agreement is stamped. The sale and purchase agreement has been lodged with the Office of State Revenue and an assessment for stamp duty is pending.
(b) The licence application for E 08/3326 is registered in the name of the Company.
(c) The Victoria Bore Licence Applications are subject to Pastoral Leases as follows:
- (i) Pastoral Lease N049982 "Uaroo" covers 97% of the area covered by E 08/3220 and 92% of the area covered by E 08/3326; and

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(ii) other minor areas are covered by Pastoral Lease N050196 "Yanrey" which covers 3% of E 08/3220 and 7% of E 08/3326. Also Pastoral Lease N049833 "Nanutarra" covers less than 1% of E 08/3326.

An access agreement with the pastoral lessee of the Uaroo pastoral lease, Red Sky Stations Pty Ltd has been entered into in respect of E08/3220 ( Victoria Bore Access Agreement ). We have reviewed a copy of the Victoria Bore Access Agreement and confirm the same was entered into on terms which are standard for an agreement of this nature. The Company will be required to enter into a deed of assignment agreeing to be bound by the terms of the Victoria Bore Access Agreement .

(d) There is a Native Title determined claim made by the Buurabalayji Thalanyji Aboriginal Corporation (NNTT number WCD2008/003, Federal Court Number WAD6113/1998) which affect 100% of the area covered by both of the Victoria Bore Licence Applications. The Native Title rights determined are non-exclusive.
(e) A petroleum pipeline (PL40) runs through the west of E 08/3220,. In connection with the pipeline, an infrastructure corridor (File Notation Area 13597 DBNGP) and a petroleum pipeline licence held by DBNGP (WA) Nominees Pty Ltd encroaches on 0.58% of the application area.
(f) A pending application for a miscellaneous licence L 08/241 in respect of a proposed pipeline has been marked out and applied for by Pilbara Energy Company Pty Ltd, which runs through the middle of the E 08/3326 encroaching approximately 2% of the tenement area. The Company has lodged an objection to the application.

Searches

For the purposes of this Report we have conducted the following searches in respect of the Tenements:
(a) Title searches

Searches of the register maintained by DMIRS pursuant to the Mining Act for the Tenements dated 19 May 2021.

'Quick Appraisal' Tengraph on-line searches obtained from DMIRS for the Tenements (except E08/3326) dated 4 September 2020 and search of E08/3326 dated 14 April 2021.

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(b) Native title searches

Searches of the Register of Native Title Claims ( RNTC ) maintained by the National Native Title Tribunal ( NNTT ) in respect of:

(i) registered native title claim made by the Maduwongga People (NNTT number WC2017/001, Federal Court number WAD186/2017) extracted on 16 February 2021;
(ii) registered native title claim made by the Nyalpa Pirniku People (NNTT number WC2019/002, Federal Court number WAD91/2019) extracted on 16 February 2021; and
(iii) determined native title claim made by the Buurabalayji Thalanyji People (WCD2008/003, Federal Court number WAD6113/1998) extracted on 19 May 2021.

Reviewed online information at www.nntt.gov.au derived from the Register of Indigenous Land Use Agreements maintained by the NNTT under the Native Title Act 1993 (Cth) ( NTA ).

Searches of the online register of Aboriginal heritage sites and other heritage sites maintained by the Department of Planning, Lands and Heritage ( DPLH ) in Western Australia to search for any Aboriginal sites on that register established under the Aboriginal Heritage Act 1972 (WA) dated 19 April 2021, 19 May 2021 and 20 May 2021.

Qualifications and Assumptions

This Report is based on, and subject to, the following assumptions and qualifications:
(a) We have relied upon information provided by third parties, including various government departments, in response to searches made, or caused to be made, and enquiries by us and have relied upon that information, including the results of searches, being accurate, current and complete as at the date of its receipt by us.
(b) We have relied upon details of agreements which have been disclosed by the Company. Those details may not have been fully or accurately disclosed and there may be other agreements of which we are not aware that may materially affect the information in this Report.
(c) References in the Schedule are taken from details shown on the searches we have obtained from the relevant departments referred to in the Searches section above. We have not undertaken independent surveys of the land the subject of the Tenements to verify the accuracy of Tenement areas or the areas of the relevant native title claims.
(d) Our review of the Register of Indigenous Land Use Agreements indicates that no ILUA has been registered in relation to the area covered by the Tenements which affect the Company. We have assumed that no agreements exist with registered or

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unregistered native title claimants allowing use of the land covered by the Tenements.

(e) Statements made in respect of the standing of the Tenements are based only on the information contained in the relevant search on the instrument of title for the Tenements.
(f) As far as we are aware there have been no material changes in the standing of the Tenements since the date of our investigations.
(g) Where compliance with the terms and conditions of the Tenements and all applicable provisions of the mining legislation and regulations in Western Australia and all other relevant legislation and regulations, or a possible claim in relation to the Tenements is not disclosed on the face of the searches referred to above, we express no opinion as to such compliance or claim.
(h) Native title may exist in the areas covered by the Tenements. While we have conducted searches to ascertain what native title claims, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that additional native title claims could be made in the future.
(i) Aboriginal heritage sites or objects (as defined in the Aboriginal Heritage Act 1972 (WA) or under the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth)) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.
(j) The information for the material contracts was obtained from agreements supplied by the Company. Not all original documents were sighted and therefore the accuracy of information cannot be assured.

General Information about Exploration Licences, Prospecting Licences and Mining Leases in Western Australia

Exploration licences
(a) Licence area

Exploration licences are described by graticular blocks, which range in area from approximately 2.8km[2] to 3.3km[2] depending on where the block is located in the State of Western Australia. The holder of an exploration licence is permitted to carry out certain exploratory activities with respect to its area, subject to any conditions imposed on the grant of the licence. Exploration licences may be granted for areas not exceeding 70 blocks unless the Minister has designated areas of the State that may be made the subject of applications for exploration licences up to 200 blocks.

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(b) Duration of licence

An exploration licence that was applied for before 11 February 2006 remains in full force for up to 5 years from the date of grant, with the possibility of renewal by the Minister in certain circumstances for a further two periods of 2 years, and then periods of 1 year provided the reason for extension is within prescribed grounds. An exploration licence applied for on or after 11 February 2006, remains in force for 5 years with a possibility of renewal by the Minister in certain circumstances for a period of 5 years and then a further period or periods of 2 years.

(c) Compulsory statutory reduction of licence area

The holder of an exploration licence applied for on or after 11 February 2006 must lodge a compulsory surrender of 40% of the number of blocks that are the subject of the licence at the end of the fifth year of the term. The holder of an exploration licence applied for before 10 February 2006 must, before the third and fourth anniversary of the licence, compulsorily surrender 50% of the number of blocks that are the subject of the licence. There are grounds for obtaining exemption from compulsory partial surrender for licences applied for before 11 February 2006 and obtaining a one year deferral from compulsory partial surrender for exploration licences applied for after 11 February 2006.

(d) Retention Status

The holder of an exploration licence applied for after 11 February 2006 may apply for retention status for the whole or part of the land the subject of the exploration licence which may be approved if there is an identified mineral resource located in the land and mining of that identified mineral resource is impractical for economic or marketing reasons or if there are political, environmental or other difficulties in obtaining requisite approvals. On approval of retention status the holder of an exploration licence may have to comply with a specified programme of work. The Minister may ask the holder of an exploration licence with retention status to show cause as to why a mining lease or leases should not be applied for over the land.

(e) Right to apply for mining leases

The Mining Act confers on the holder of an exploration licence which is in force, the right to apply for and, subject to the Mining Act, have granted, one or more mining leases over any part of the land the subject of that licence. The Mining Act limits the ability to apply for mining leases to instances where the Director, Geological Survey is satisfied that significant mineralisation exists or where a mining proposal has been prepared. Significant mineralisation is defined in the Mining Act as a deposit of minerals where there is a reasonable prospect of those minerals being obtained by mining operations. A mining proposal is a document which sets out in detail the mining operations proposed to be carried out on the area of the application.

(f) First Year of licence

Under the Mining Act, an exploration licence, or an interest therein, may not, during the first year of the term of the licence, be assigned, transferred, sublet or made the subject of any trust or other dealing, whether directly or indirectly, without the

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written consent of the Minister, and any such transaction entered into without such consent will be void.

9. Prospecting licences

(a) Licence area

Prospecting licences may not exceed 200 hectares. There is no minimum size specified. The shape of a prospecting licence is generally rectangular, however boundaries of other tenements or natural features may make it necessary to vary this shape.

(b) Duration of licence

A prospecting licence remains in force for a period of 4 years from the date of grant. There is no ability to extend the term of a prospecting licence in force or applied for before 10 February 2006. If a prescribed ground for extension exists, the Minister may extend the term of a prospecting licence for one further period of 4 years. After that, further extensions of a further 4 year periods are only available if the prospecting licence has been granted retention status. Prescribed grounds for extension are set out in Regulation 16A of the Mining Regulations 1981 (WA) and include: (i) if prospecting or the process of applying for a lease cannot be completed or is restriction by impracticable conditions because of difficulties or delays; (ii) the land the subject of the licence has, for any reason the Minimiser considers sufficient, been unworkable for the whole or a consideration part of any year of the term of the licence; or (iii) work carried out under the licence justifies further prospecting.

(c) Retention Status

The criteria for approving retention status on a prospecting licence is that there must be an identified mineral resource located in the licence area and mining of that resource in impracticable because (i) the resources is uneconomic but may reasonably become economic in the future; (ii) the resource is required to sustain existing or proposing mining operations; or (iii) there are existing difficulties in obtaining approvals. If a prospecting licence is granted retention status, expenditure is not required during any year of the term of the licence after the year in which retention status is approved.

(d) Right to apply for mining leases

The Mining Act confers on the holder of a current prospecting licence a right to apply for and have granted one or more mining leases or general purposes leases over any of the land within the area of the prospecting licence, on terms and conditions which the Minister considers reasonable.

10. Mining leases

(a) Application for a mining lease

The holder of an exploration licence has, subject to the Mining Act, the right to apply for and have granted a mining lease over the land the subject of the exploration licence. The grant of mining leases under the Mining Act lies with the Minister on

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recommendation of the Mining Registrar or Warden. Applications for mining leases are not transferable, except when a mining lease application wholly within the area of the exploration licence, is transferred and the mining lease application then continues in the name of the transferee if the transferee was the applicant.

(b) No Assignment

It is a covenant and condition of a mining lease that the lessee not assign, underlet or part with possession of any part of a mining lease without the prior approval of the Minister or an officer of the relevant department acting on the authority of the Minister.

(c) Duration and rights of a mining lease

A mining lease remains in force for up to 21 years from the date of grant. The maximum area over which a mining lease may be granted before 11 February 2006 was 10 square kilometres, since 11 February 2006 the area is unrestricted. The holder has an option to renew for a further 21 years and then for a further 21 years with Ministerial consent. A mining lease entitles the holder to exclusive possession of the land for the purposes of mining. The holder may work and mine the land for any minerals, extract and dispose of such minerals and do all acts and things necessary in order to carry out mining operations on the land the subject of that mining lease, conditional on a Programme of Work being approved by DMIRS.

(d) Other obligations

The Mining Act also imposes obligations upon the holder of a mining tenement in relation to entry to, and use of, land, notice requirements and compensation to the landholder. The tenement holder must give written notice to landholders of the relevant land (including native title holders), before entering the land for exploration or mining purposes, and access arrangements are to be entered into in accordance with the requirements of the Mining Act. The holder of a mining tenement is also required to compensate every person having an interest in any land upon which mining operations are carried out in pursuance of the Mining Act, and this includes persons holding native title in the relevant land. Compensation may be by agreement or determined by the Court. Obligations are also imposed in relation to compliance with environmental, conservation and heritage obligations and rehabilitation requirements.

(e) Conditions of tenements

Mining tenements in Western Australia are granted subject to various conditions prescribed by the Mining Act including payment of rent, expenditure and reporting requirements and standard environmental conditions, as well as any conditions that may be imposed by the Minister in respect of a particular mining tenement. The rent and expenditure obligations and current status of these for the Tenements are set out in the Schedule along with the Endorsements and conditions affecting the Tenements. Failure to comply with a condition, to which the tenement is subject, such as the payment of rent or compliance with prescribed expenditure conditions, will render the tenement liable to forfeiture by the Minister (or alternatively the Minister may impose a penalty of up to $50,000). Further, where the expenditure

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conditions have not been complied with (or relieved by the grant of an exemption) any person may apply to the mining warden for the forfeiture of the licence. The warden may only recommend forfeiture where the non-compliance is of sufficient gravity to justify forfeiture and alternatively may impose a penalty of up to $10,000.

(f) Other statutory requirements

Mining tenements in Western Australia are also subject to statutory requirements of certain other Acts including but not limited to the Aboriginal Heritage Act 1972 , Environmental Protection Act 1986 , Rights in Water and Irrigation Act 1914 and Conservation and Land Management Act 1984 .

Native Title – Overview

Recognition of native title

In June 1992 the High Court of Australia delivered judgement in Mabo v Queensland (No.2) and for the first time the common law of Australia recognised the continuing existence of Aboriginal native title rights to their traditional land and waters following the colonisation of Australia by European settlement.

Generally, these native title rights to land and water will be recognised if:

(a) the claimants can establish that they have maintained a continuous connection with the land in accordance with traditional laws and customs since British settlement in 1788; and
(b) the native title rights have not been lawfully extinguished.

The High Court held that native title could be extinguished by the valid exercise of governmental powers provided there was a clear and plain intention to do so. Further, in order for extinguishment to be lawful it must comply with the obligations imposed by the Racial Discrimination Act 1975 (Cth).

After the Mabo case, considerable uncertainty existed surrounding the validity of proprietary rights in Australia, including mining tenements, and as a consequence the NTA was enacted by the Commonwealth Parliament and came into operation on 1 January 1994. The NTA was substantially amended in 1998 in response to the decision of the High Court in Wik People v Queensland which recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease.

In summary, the NTA:

(a) provides for recognition and protection of native title;
(b) establishes a regime by which claims for native title and compensation can be determined by the Federal Court of Australia;
(c) provides procedures by which any future act affecting native title (such as the grant of a mining tenement) may be validly undertaken and by which registered claimants may be afforded certain procedural rights including the 'right to negotiate';

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(d) makes valid certain 'past acts' which would otherwise be invalidated because of native title;
(e) extinguishes native title by the grant of private freehold title and exclusive possession tenures such as freehold leases. The grant of a freehold interest in land is considered so inconsistent with the continued enjoyment of native title rights that it extinguishes native title and once extinguished native title cannot be revived;
(f) establishes the position of a Native Title Registrar with responsibility to consider whether claims filed pass the requirements of the ‘registration test’, maintain registers of native title claims, proven native title and Indigenous Land Use Agreements, and provide mediation services to parties to native title applications; and
(g) establishes the National Native Title Tribunal, with responsibility to assist the Native Title Registrar and provide services and support to parties to native title claims.
Native title claims

The NTA provides for procedures whereby a claimant may lodge an application for a determination of native title with the Federal Court. Once a native title claim has been lodged, the Federal Court will refer the claim to the Native Title Registrar who must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA ( Registration Test ).

If the Native Title Registrar is satisfied that the claim meets the Registration Test, the claim will be entered on the Register of Native Title Claims maintained by the NNTT. If a claim fails to meet the Registration Test it may still be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test. Both registered and unregistered native title claims proceed through the mediation and determination process in the Federal Court. However, claimants of unregistered claims are not usually afforded certain procedural rights under the NTA, including rights of notification and rights to negotiate in relation to activities such as the grant of mining tenements on the land the subject of their unregistered claim.

The 'right to negotiate' and the Future Act Regime

The NTA provides procedures for the benefit of registered native title claimants that are collectively known as the future act regime. After registration of their native title claim, claimants will be entitled to the 'right to negotiate' with respect to certain proposed future acts that may affect native title. The granting of a mining tenement in Western Australia constitutes an act that may affect native title. In Western Australia, the State gives notice of its intention to proceed with the grant of a tenement either under the 'right to negotiate' process operated by DMIRS or under the expedited procedure.

Generally, in relation to exploration licences and prospecting licences, the State issues a notice including a statement that the tenement should be granted under the expedited procedure. This means the tenement will be granted without negotiations with any native title claimants. Registered claimants may lodge an objection to this within 4 months after the notification date. If there are no objections lodged within the 4 month period, the NNTT does not become involved and the State may proceed to grant the tenement in accordance with the Mining Act

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procedures. If one or more objections are lodged the mailer is referred to the NNTT. The parties may negotiate, agree that the proposed future act is an act attracting the expedited procedure and consent to a determination that the expedited procedure applies. In such cases, the State will proceed to grant under the Mining Act.

If the parties do not reach agreement, the NNTT must determine the matter. If the NNTT decides that the expedited procedure does apply, the State may proceed to grant the tenements. Alternatively, if the NNTT determines that the expedited procedure does not apply, the process for grant of the tenement must comply with the 'right to negotiate' provisions of the NTA administered by DMIRS. Under the NTA, the expedited procedure will not apply if the grant of the exploration licence or prospecting licence is likely to interfere with the community or social activities on the land, areas or sites of particular significance, or involve major disturbance to any land or waters.

The right to negotiate provisions of the NTA require the parties (i.e. the State, the tenement applicant and the registered native title claimants) to negotiate in good faith for a period of not less than 6 months following the publication of the State’s notice that it intends to grant the tenement. If no agreement is reached within that time, the matter may be referred to the NNTT for determination as to whether, under the NTA, the tenement may be granted. If it determines that the tenement may be granted, the NNTT may impose conditions on the grant additional to those imposed under the Mining Act.

If the right to negotiate procedure applies in relation to a future act but is not complied with, the act will be invalid to the extent that it affects native title.

14. Proving a native title claim

Whether a native title claim is registered or unregistered, the native title claimants must prove that their claimed native title rights exist in the Federal Court in order to have their claimed native title rights formally recognised. Native title claims may be resolved through a full trial or may be the subject of a consent determination following a successful mediation process. If a native title claim is successfully proven, the then current holder of any mining tenement may be liable for compensation for any effect of the grant of that tenement on the native title proven to exist. As yet, there has not been any determination of a compensation claim of this kind in Australia.

Native Title – Western Australia

15. Current policy

As at the date of this Report, the Western Australian government’s current policy in respect of the assessment of applications for the grant of exploration licences and prospecting licences engages the operation of the future act regime where the grant of such tenements may affect native title.

Under the present guidelines, the applicant for the grant of a tenement may provide evidence to DMIRS, in the manner required by the guidelines, that it has executed a standard form heritage agreement or an alternative heritage agreement is in place with a native title representative body ( NTRB ) or with native title parties not represented by a NTRB. In those circumstances, the WA government, in giving notification of the application for the grant of a prospecting or exploration licence required under section 29 of the NTA, will apply the

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expedited procedures set out in section 32 of the NTA. Provided that objection is not lodged by an interested native title claimant or party, and provided that a heritage agreement of the type referred to above is executed by the NTRB or relevant claimants or parties, the application may proceed to grant without further consideration of native title issues. If an executed heritage agreement is not signed by the parties, the NTA right to negotiate regime will be engaged and the applicant for the licence will need to negotiate in good faith together with the State and the native title claimant to progress the application to grant.

16. Validity of granted Tenements

(a) Tenements granted prior to 1 January 1994

Under the NTA, tenements granted in Western Australia prior to 1 January 1994 are deemed to be valid and native title (if any exists) has been suspended by their grant.

According to our DMIRS searches, none of the Tenements were granted prior to 1 January 1994.

(b) Tenements granted after 1 January 1994

Unless native title had previously been extinguished in respect of the land upon which the Tenements were granted, these Tenements would necessarily attract the operation of the future act provisions of the NTA and engage the right to negotiate procedures to the extent that the grant of those Tenements might affect native title.

Accordingly, the Tenements, will be valid provided that the future act regime under the NTA was followed by the relevant parties.

Under the NTA the grant of a mining tenement is a "future act". A future act will be valid only if the requirements of the NTA were complied with. Since 2001, the Western Australian Government has complied with the NTA procedures when granting mining tenements. All of the Edjudina Granted Licences have been granted after 2001. Also, all of the Edjudina Licence Application and Victoria Bore Liecence Applications will be granted after 2001. Therefore, all Tenements have been or will be validly granted under the NTA.

Native Title

As noted above, there are three Native Title claims which affect the Projects as follows:
Edjudina Project
(a) 100% of the project area is affected by Native Title claim by the Maduwongga People (NNTT number WC2017/001, Federal Court Number WAD 186/2017).
(b) 100% of the project area is affected by Native Title claim by the Nyalpa Pirniku People (NNTT number WC2019/002, Federal Court number WAD91/2019).

The above Native Title claims have not been determined.

Victoria Bore Project

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(c) 100% of the project area is affected by a determined Native Title claim by the Buurabalayji Thalanyji Aboriginal Corporation (WCD number WCD2008/003, Federal Court Number WAD6133/1998). The Native Title rights determined are nonexclusive.

Agreements with Native Title Parties

There are no compensation agreements with Native Title Parties in respect of the areas covered by the Projects.

Aboriginal Heritage

Both Commonwealth and State legislation protects and provides for the preservation of places, areas, and objects of significance to Aboriginal people in accordance with Aboriginal traditions. Even if native title has been extinguished, the notion of an Aboriginal person's traditional land and the spiritual and cultural value of sites on the land will remain.
The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) provides the Commonwealth Minister with power to make declarations for the protection and preservation of an area or object that is of Aboriginal significance. Before making a declaration, the Commonwealth Minister must commission a report in relation to the area. We are informed by the Company that it is not aware of any application having been made under the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) in relation to the Tenements.
In Western Australia, the Aboriginal Heritage Act 1972 (WA) protects all Aboriginal sites and objects of significance to Aboriginal persons on or under an Aboriginal site whether or not those sites are registered on the Register of Aboriginal Sites established by that Act. Although the Aboriginal Heritage Act encourages the registration of Aboriginal sites, the Aboriginal Heritage Act protects all Aboriginal sites, whether registered or not.
The Aboriginal Heritage Act does not provide a mechanism for determining the existence of Aboriginal sites, although the register enables sites to be identified. Accordingly, to ensure that all sites in an area are avoided, the practice has developed for exploration and mining companies to undertake Aboriginal heritage surveys with Aboriginal traditional owners to identify ethnographic sites and to undertake archaeological surveys to identify archaeological sites.
Searches reveal that there are two registered Aboriginal heritage sites which affect the Edjudina Project Tenements:
(a) Registered Aboriginal Site 2708 LAKE REYSIDE (RAESIDE). This registered site affects the northern portion of E 31/1140.
(b) Registered Aboriginal heritage Site 19142 LAKE REBECCA. This registered site affects a small southern portion of E 31/1258.

Refer to paragraph 3(a)(vii) of this Report for further details of these registered sites.

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Tenement Obligations

The rent and expenditure obligations for the Tenements are set out in the Schedule. Endorsements, conditions and dealings affecting the Tenements are summarised in the Schedule.

Conclusion

This Report has been prepared for the purposes of the Prospectus only. We consider that this Report provides an accurate statement of the status of the Tenements as at the date of the searches outlined in paragraph 6 above. Please contact us if you have any further queries.

Yours faithfully

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Grant Paterson GTP Legal

Direct Line: + 61 8 6555 1866 Mobile: + 61 413 318 787 Email: [email protected]

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M3 MINING LIMITED – SCHEDULE OF TENEMENTS

Tenement	Status	Holder	Grant Date	Expiry Date	Area (Ha)	Annual Rent	Minimum Expenditure	E & C	Aboriginal Heritage	Native Title and % covering tenement area
E 08/3220 Victoria Bore Project	Pending	Simon Peter Eley	Pending Applied for 04/06/20	Pending	7,269.94	$3,174 (pending grant)	To be confirmed once granted	To be confirmed once granted	None	WAD 6113/1998 Buurabalayji Thalanyji People (Determined) (100% tenement area)
E 08/3326 Victoria Bore Project	Pending	M3 Mining Limited	Pending Applied for 10/02/21	Pending	15,800.23	$7,050 (pending grant)	To be confirmed once granted	To be confirmed once granted	None	WAD 6113/1998 Buurabalayji Thalanyji People (Determined) (100% tenement area)
E 31/1140 Edjudina Project	Live	Strada D'Oro Pty Ltd	11/07/17	10/07/22	4,472.04	$3,570 (paid in full for 2021)	EXPENDED IN FULL for year end 10/07/20 Commitment for current year end 10/07/21 - $30,000	E1(a) E2 - E4 C1 – C5	Registered Aboriginal Site 2708 LAKE REYSIDE (RAESIDE)	WAD 186/2017 Maduwongga People (Claimed)(100% tenement area) WAD 91/2019 Nyalpa Pirniku People (Claimed) (100% tenement area)
E 31/1141 Edjudina Project	Live	Strada D'Oro Pty Ltd	11/07/17	10/07/22	202.49	$369 (paid in full for 2021)	EXPENDED IN FULL for year end 10/07/20 Commitment for current year end 10/07/21 - $10,000	E1(a) E2 - E4 C1 – C5	None	WAD 186/2017 Maduwongga People (Claimed) (100% tenement area) WAD 91/2019 Nyalpa Pirniku People (Claimed) (100% tenement area)
E 31/1168 Edjudina Project	Live	Strada D'Oro Pty Ltd	05/07/18	04/07/23	297.67	$369 (paid in full for 2021)	EXPENDED IN FULL for year end 04/07/20 Commitment for current year end	E1(b) E2 - E4 C1 – C5	None	WAD 186/2017 Maduwongga People (Claimed)(100% tenement area) WAD 91/2019 Nyalpa Pirniku People (Claimed) (100% tenement area)

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Tenement	Status	Holder	Grant Date	Expiry Date	Area (Ha)	Annual Rent	Minimum Expenditure	E & C	Aboriginal Heritage	Native Title and % covering tenement area
							04/07/21 - $10,000
P 31/2113 Edjudina Project	Live	Strada D'Oro Pty Ltd	21/12/17	20/12/21	122.52	$369 (paid in full for 2021)	EXPENDED IN FULL for year end 20/12/20 Commitment for current year end 20/12/21 - $4,920	E1(c) E2 - E4 C1 – C5	None	WAD 186/2017 Maduwongga People (Claimed)(100% tenement area) WAD 91/2019 Nyalpa Pirniku People (Claimed) (100% tenement area)
E 31/1249 Edjudina Project	Live	Strada D'Oro Pty Ltd	19/4/21	18/4/26	297.68	$369 (paid in full for 2022)	Commitment for current year end 18/4/22 - $10,000	E1(d) E2 – E5 C1 – C6	None	WAD 186/2017 Maduwongga People (Claimed) (100% tenement area) WAD 91/2019 Nyalpa Pirniku People (Claimed) (100% tenement area)
E 31/1258 Edjudina Project	Pending	Strada D'Oro Pty Ltd	Pending Applied for 26/06/20	Pending	13,095.21	$6,072 (pending grant)	To be confirmed once granted	To be confirmed once granted	Registered Aboriginal Site 19142 LAKE REBECCA	WAD 186/2017 Maduwongga People (Claimed) (100% tenement area) WAD 91/2019 Nyalpa Pirniku People (Claimed) (100% tenement area)

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Endorsements

The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and:
(a) any 11/07/2017 Regulations thereunder.
(b) any 05/07/2018 Regulations thereunder.
(c) any 12/12/2017 Regulations thereunder.

(d) any Regulations thereunder.

The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
In respect to Water Resource Management Areas (WRMA) the following endorsements apply:
(a) The Licensee attention is drawn to the provisions of the:
- Waterways Conservation Act, 1976
- Rights in Water and Irrigation Act, 1914
- Metropolitan Water Supply, Sewerage and Drainage Act, 1909
- Country Areas Water Supply Act, 1947
- Water Agencies (Powers) Act 1984
(b) The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water for inspection and investigation purposes.
(c) The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the Departments of Water's relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.

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(d) The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by Department of Water.
(e) Measures such as drainage controls and storm water retention facilities are to be implemented to minimize erosion and sedimentation of adjacent areas, receiving catchments and waterways.
(f) All activities to be undertaken so as to avoid or minimize damage, disturbance or contamination of waterways, including their beds and banks, and riparian and other water dependent vegetation.
In respect to Proclaimed Ground Water Area 21 (Goldfields) the following endorsement applies:
(a) The taking of groundwater and the construction or altering of any wells is prohibited without current licences for these activities issued by the Department of Water, unless an exemption otherwise applies.
The Licensee's attention is drawn to the provisions of section 55 of the Land Administration Act 1997.

Conditions

All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, Department of Mines and Petroleum.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, Department of Mines and Petroleum is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanized equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilizing equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs, water carting equipment or other mechanized equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:

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the grant of the Licence; or
the registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

Consent to mine on Water Reserve 3389 granted.

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11

Financial Information

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FINANCIAL INFORMATION

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11.1 Introduction

The historical financial information contained in this Section has been prepared by the Directors.

The historical financial information has been provided by the Directors to potential investors to assist with their understanding of the historical financial performance, cash flows and financial position of the Company.

William Buck Consulting (WA) Pty Ltd has prepared an Independent Assurance Report which incorporates abbreviated historical statements of profit or loss and other comprehensive income and historical statements of cash flows for the Company for the period from incorporation on 22 September 2020 until 31 March 2020.

The pro-forma statement of financial position has been derived from the Company’s audited historical statement of financial position as at 31 March 2020, after adjusting for the effects of any subsequent events described in Pro Forma historical financial information of the Independent Assurance Report and the pro forma adjustments described in Pro Forma historical financial information of the Independent Assurance Report. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in Pro Forma historical financial information of the Independent Assurance Report, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the Company’s actual or prospective financial position or financial performance.

Shareholders should read the Independent Assurance Report in Section 12 in full before making any investment decision.

This Section contains a summary of:

a) the historical financial information, which comprises the:
i. historical statement of profit or loss and other comprehensive income for the period from incorporation of the Company (22 September 2020) until 31 March 2021;
ii. historical statement of cashflows for the period from incorporation of the Company (22 September 2020) until 31 March 2021; and
iii. historical statement of financial position as at 31 March 2021; and
b) the pro forma historical financial information, which comprises the pro forma historical statement of financial position as at 31 March 2021.

The pro forma historical financial information has been prepared based on the audited statutory financial information as at 31 March 2021, adjusted for subsequent events related to the seed capital raising of $500,000 from the issue of 3,125,000 shares at $0.16 each as well as the anticipated effect of the Initial Public Offer (IPO) and other transactions as set out in section 11.7.

The pro forma historical financial information is unaudited but has been reviewed by William Buck Consulting (WA) Pty Ltd (see the Independent Limited Assurance Report in Section 12 of this prospectus).

11.2 Basis of preparation

The historical financial information and pro forma historical financial information have been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards, other mandatory professional reporting requirements and the Company’s adopted accounting policies.

The historical financial information and pro forma historical financial information are presented in an abbreviated form and do not contain all the disclosures that are usually provided in an annual report prepared in accordance with Australian Accounting Standards and the Corporations Act.

The historical financial information has been extracted from the General Purpose financial statements of the Company for the financial period ended 31 March 2021 which were audited by William Buck Consulting (WA) Pty Ltd, which issued an unmodified opinion.

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FINANCIAL INFORMATION

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11.3 Historical Statement of Profit or Loss and Other

Comprehensive income

The table below sets out the Historical Statement of Profit or Loss and Other Comprehensive income for the financial period ended 31 March 2021.

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22 September 2020 –
31 March 2021
Audited $
Income 35
Exploration expenditure (23,630)
Project evaluation expenses (10,000)
Administration, legal and corporate expenses (23,889)
Other expenses (8,614)
Loss before income tax (66,098)
Income tax -
Loss after income tax (66,098)
-
Other comprehensive income
Total other comprehensive loss (66,098)
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11.4 Historical Statement of Financial Position

The table below sets out the Historical Statement of Financial Position for the financial period ended 31 March 2021.

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31 March 2021
Audited $
ASSETS
Current assets
Cash and cash equivalents 358,806
Trade and other receivables 2,832
Total current assets 361,638
Non-current assets
Exploration and evaluation expenditure 15,000
Total non-current assets 15,000
TOTAL ASSETS 376,638
Current liabilities
Trade and other payables 22,736
Total current liabilities 22,736
TOTAL LIABILITIES 22,736
NET ASSETS 353,902
EQUITY
Issued capital 420,000
Accumulated losses (66,098)
TOTAL EQUITY 353,902
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FINANCIAL INFORMATION

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11.5 Historical Statement of Cash Flows

The table below sets out the Historical Statement of Cash Flows for the financial period from 22 September 2020 as at 31 March 2021.

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31 March 2021
Audited $
Cash flows from operating activities
Payments to suppliers and employees (31,229)
Interest income received 35
Net cash flows used in operating activities (31,194)
Cash flows from financing activities
Proceeds from share issues 390,000
Net cash flows provided by financing activities 390,000
Net increase / (decrease) in cash and cash equivalents 358,806
-
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period 358,806
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FINANCIAL INFORMATION

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11.6 Historical Statement of Financial Position and Pro forma Historical Statement of Financial Position

The historical statement of financial position and the pro forma historical statement of financial position have been reviewed by William Buck Consulting (WA) Pty Ltd. Please refer to the Independent Limited Assurance Report in Section 12.

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Historical Pro forma
Note 31 March 2021 31 March 2021
Audited $ Reviewed $
ASSETS
Current assets
Cash and cash equivalents 1 358,806 4,953,936
Trade and other receivables 2 2,832 10,372
Total current assets 361,638 4,964,308
Non-current assets
Exploration and evaluation expenditure 15,000 15,000
Total non-current assets 15,000 15,000
TOTAL ASSETS 376,638 4,979,308
Current liabilities
Trade and other payables 3 22,736 88,625
Total current liabilities 22,736 88,625
TOTAL LIABILITIES 22,736 88,625
NET ASSETS 353,902 4,890,683
EQUITY
Issued capital 4 420,000 4,740,913
Reserves 5 - 900,308
Accumulated losses 6 (66,098) (750,538)
TOTAL EQUITY 353,902 4,890,683
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11.6.1 Notes to the Pro forma Historical Statement of Financial Position

Note 1. Cash and Cash Equivalents

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Historical Pro forma
31 March 2021 31 March 2021
Audited $ Reviewed $
Audited balance at 31.03.2021 358,806 358,806
Seed capital raising - 500,000
Proceeds from the Public Offer - 4,600,000
-
Transaction costs of the Public Offer (487,919)
-
Subsequent creditor payments (16,951)
Pro forma balance 358,806 4,953,936
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FINANCIAL INFORMATION

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Note 2. Trade and other payables

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Historical Pro forma
31 March 2021 31 March 2021
Audited $ Reviewed $
Audited balance at 31.03.2021 22,736 22,736
-
Subsequent creditor payments (16,951)
Pro forma balance 22,736 5,785
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Note 3. Trade and other payables

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Historical Pro forma
31 March 2021 31 March 2021
Audited $ Reviewed $
Audited balance at 31.03.2021 22,736 22,736
-
Subsequent creditor payments (16,951)
Subsequent creditor invoices-Discovery Capital - 82,840
Pro forma balance 22,736 88,625
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Note 4. Issued capital

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Historical Pro forma
31 March 2021 31 March 2021
Audited $ Reviewed $
Audited balance at 31.03.2021 420,000 420,000
Seed capital raising - 500,000
Proceeds from the Public Offer - 4,600,000
-
Transaction costs of the Public Offer (366,941)
-
Transaction costs relating to raising seed capital (65,872)
-
Cost of advisor options for seed raise and IPO (346,274)
Pro forma balance 420,000 4,740,913
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Note 5. Reserves

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Historical Pro forma
31 March 2021 31 March 2021
Audited $ Reviewed $
Audited balance at 31.03.2021 - -
Option premium reserve – Broker and Director options - 900,308
Pro forma balance - 900,308
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Note 6. Accumulated losses

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Historical Pro forma
31 March 2021 31 March 2021
Audited $ Reviewed $
Audited balance at 31.03.2021 (66,098) (66,098)
-
Transaction costs of the Public Offer - expensed (120,978)
-
Transaction costs seed raising - expensed (9,428)
-
Value of Director options - expensed (554,034)
Pro forma balance (66,098) (750,538)
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FINANCIAL INFORMATION

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11.7 Preparation of Pro forma Historical Statement of Financial Position

The Pro-forma Historical Statement of Financial Position of the Company as at 31 March 2021 is presented to provide potential investors with an indication of the Company’s financial position as if the proforma adjustments appearing below had been implemented as at 31 March 2021. The proforma adjustments are:

a) Seed capital raising

Subsequent to 31 March 2021, the Company issued 3,125,000 shares on 12 April 2021 at $0.16 each following successful completion of its seed capital raising. Total of seed capital raised was $500,000.

b) Issue of Shares under Initial Public Offer

The issue by the Company pursuant to the Public Offer of 23,000,000 Shares issued at a price of $0.20 each, raising $4,600,000 before costs associated with the Offer.

c) Costs of the Public Offer

Total costs associated with the Public Offer are estimated to be $487,919. Of this total amount, $366,941 has been deducted from equity as these costs are attributable to the Public Offer. The balance of $120,978 has been expensed and reflected as an increase in accumulated losses in the Statement of Financial Position.

d) Issue of Advisor and Director Options

The Company has issued 7,800,000 options exercisable at $0.25 on or before 30 June 2024 as shown below:

1,000,000 Advisor options to the Lead Manager in lieu for services provided for the seed capital raising;
2,000,000 Advisor options to the Lead Manager in relation to services provided for the Public Offer;
4,800,000 incentive options to Directors and the Company Secretary as reasonable remuneration for future services to be provided to the Company.

The options have been valued using the Black Scholes Option Pricing Model using the following assumptions:

Assumption

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Assumption
Expected volatility 100%
Risk free interest rate (%) 0.10%
Expected life of Options 3 years
Exercise price $0.25
Grant date Share price (assumed IPO price) $0.20
Value per Option $0.1154
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The resultant value of $346,274 for the 3,000,000 advisor options has been recorded as a cost of issuing shares and has been applied against the share capital to be raised through the seed funding and the Public Offer.

The resultant value of $554,034 for the 4,800,000 Director options has been recorded as a share based payment expense and transferred to accumulated losses.

e) Subsequent Creditor Transactions

Trade creditors of $16,951 at 31 March 2021 were paid subsequent to the reporting period and trade creditors of $82,840 were recognised.

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FINANCIAL INFORMATION

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11.8 No Forecasts

Mineral exploration is inherently uncertain. Consequently, there are significant uncertainties associated with forecasting future revenues (if any) and expenses associated with the Company’s proposed activities. The Directors have considered the matters detailed in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

The Directors consequently believe that, given these inherent uncertainties, it is not possible to include reliable forecasts in this Prospectus.

11.9 Accounting Policies

The principal accounting policies adopted in the preparation of the historical financial information and the pro forma historical information are set out below.

a) Cash and cash equivalents

Cash and short-term deposits in the Statement of Financial Position comprise cash at bank and in hand and short-term deposits, with a maturity date not exceeding six months, readily convertible to a known amount of cash and subject to an insignificant risk of change in value.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts, if any.

b) Exploration, evaluation and development expenditure

Exploration and evaluation expenditure incurred by or on behalf of the Company is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific connection with a particular area of interest. Exploration and evaluation costs in relation to separate areas of interest for which rights of tenure are current are brought to account in the year in which they are incurred and carried forward provided that:

Such costs are expected to be recouped through successful development and exploitation of the area, or alternatively through its sale; and
Exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.

Exploration and evaluation – impairment

Once a development decision has been taken, all past and future exploration and evaluation expenditure in respect of the area of interest is aggregated within costs of development.

The Company assesses at each reporting date whether there is an indication that an asset has been impaired and for exploration and evaluation costs whether the above carry forward criteria are met.

Accumulated costs in respect of areas of interest are written off or a provision made in the profit or loss when the above criteria do not apply or when the Directors assess that the carrying value may exceed the recoverable amount.

The costs of productive areas are amortised over the life of the area of interest to which such costs relate on the production output basis.

c) Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

Other payables are carried at amortised cost and represent liabilities for goods and services provided to the Company prior to the end of the financial period that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months.

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FINANCIAL INFORMATION

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d) Income Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except:

when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities related to the same taxable entity and the same taxation authority.

e) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

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FINANCIAL INFORMATION

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f) Share-based Payment Transactions

The grant-date fair value of share-based payment awards granted is recognised as an expense if they do not qualify recognition as an asset or cost of equity funding with a corresponding increase in the option premium reserve. For share-based payment to employees, the amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share based-payment awards with market-based conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied.

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12

Independent Assurance Report

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26 May 2021

The Board of Directors M3 Mining Limited Level, 3 Ord Street West Perth WA 6005

Dear Sirs

Independent Limited Assurance Report on M3 Mining Limited historical and pro forma historical financial information

Introduction

William Buck Consulting (WA) Pty Ltd have been engaged by M3 Mining Limited (“M3” or the “Company”) to report on the historical financial information and pro forma historical financial information of the Company as at 31 March 2021 for inclusion in a prospectus (“Prospectus”) dated on or about 26 May 2021. The Prospectus is in connection with the Company’s initial public offering and listing on the Australian Securities Exchange (“ASX”) pursuant to which the Company is offering 23,000,000 shares at an issue price of $0.20 to raise $4,600,000 before costs (“Offer”)

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

Background

M3 Mining Limited is an unlisted public company which was incorporated on 22 September 2020. In December 2020, the Company entered into tenement sale and purchase agreements to acquire 100% of the interests in the tenements and tenement applications comprising the Edjudina Project and Victoria Bore.

Scope

Historical Financial Information

You have requested William Buck Consulting (WA) Pty Ltd to review the following historical financial information of the Company included in Section 11 of the Prospectus comprising:

The historical statement of profit or loss and other comprehensive income for the period from incorporation of the Company (22 September 2020) to 31 March 2021;
The historical statement of cashflows for the period from incorporation of the Company (22 September 2020) to 31 March 2021; and
The historical statement of financial position as at 31 March 2021.

(Collectively the “Historical Financial Information”)

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the Company’s adopted accounting policies.

The Historical Financial Information has been extracted from the financial report of the Company for the period 22 September 2020 to 31 March 2021 which was audited by William Buck Audit (WA) Pty Ltd in accordance with Australian Auditing Standards. The audit report issued for this financial report included an unmodified audit opinion.

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

Pro Forma historical financial information

You have requested William Buck Consulting (WA) Pty Ltd to review the pro forma historical statement of financial position as at 31 March 2021 referred to as “the Pro Forma Historical Financial Information” as set out in section 11.6 of the Prospectus.

The Pro Forma Historical Financial Information has been derived from the historical financial information of the Company, after adjusting for the effects of the pro forma transactions and subsequent events described in section 11.7 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma transactions relate, as described in section 11.7 of the Prospectus, as if those events or transactions had occurred as at the date of the Historical Financial Information. Due to its nature, the Pro Forma Historical Financial Information does not represent the Company’s actual or prospective financial position.

Directors’ responsibility

The Directors of the Company are responsible for the preparation of the Historical Financial Information and Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the Directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information that are free from material misstatement, whether due to fraud or error.

Our responsibility

Our responsibility is to express a limited assurance conclusion on the Historical Financial Information and the Pro Forma Historical Financial Information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance

Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and / or Prospective Financial Information .

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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

Conclusions

Historical financial information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as set out in section 11 of the Prospectus, and comprising:

The historical statement of profit or loss and other comprehensive income for the period from incorporation of the Company (22 September 2020) to 31 March 2021;
The historical statement of cashflows for the period from incorporation of the Company (22 September 2020) to 31 March 2021; and
The historical statement of financial position as at 31 March 2021.

is not presented fairly, in all material respects, in accordance with the stated basis of preparation as described in section 11.2 of the Prospectus.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma Historical Financial Information as set out in section 11.6 of the Prospectus being the Statement of Financial Position as at 31 March 2021 is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section 11.2 of the Prospectus.

Restriction on Use

Without modifying our conclusions, we draw attention to section 11 of the Prospectus which describes the purpose of the Historical Financial Information and Pro Forma Historical Information, being for inclusion in the Prospectus. As a result, the Historical Financial Information and Pro Forma Financial Information, may not be suitable for use for another purpose. We disclaim any assumptions of responsibility for any reliance on this Report or on the financial information to which this report relates for any purpose other than the purpose for which it was prepared. This Report should be read in conjunction with the Prospectus.

Consent

William Buck Consulting (WA) Pty Ltd has consented to the inclusion of this Investigating Accountant’s Report in the Prospectus in the form and context in which it is so included. At the date of this Report our consent has not been withdrawn. William Buck Consulting (WA) Pty Ltd makes no representation regarding, and takes no responsibility for, any other statements, or material in, or omissions from, the Prospectus.

William Buck Consulting (WA) Pty Ltd has not authorised the issue of the Prospectus and our report should not be taken as an endorsement of the Company or a recommendation by William Buck Consulting (WA) Pty Ltd of any participation in the share issue by any intending investors.

General Advice Limitation

This report has been prepared and included in the Prospectus to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on this information contained in this report. Before acting or relying on information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Disclosure of Interest

William Buck Consulting (WA) Pty Ltd does not have any interest in the outcome of the issue of shares other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received.

William Buck Audit (WA) Pty Ltd is the auditor of the Company

Yours faithfully

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William Buck Consulting (WA) Pty Ltd ABN 74 125 178 734

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Amar Nathwani Director

Dated this 26th day of May 2021

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Risk Factors

13

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RISK FACTORS

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An investment in the Shares offered under this Prospectus should be considered speculative because of the nature of the Company’s business. This Section identifies the major areas of risk associated with an investment in the Company, but should not be taken as an exhaustive list of the risk factors to which the Company and holders of its Securities are exposed.

Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade. There can be no guarantee that the Company will achieve its stated objectives or that any forward looking statement will eventuate.

The selection of risks contained in this Section has been based on an assessment of a combination of the probability of the risk occurring and the impact of the risk if it did occur. The assessment is based on the knowledge of the Directors as at the date of this Prospectus, but there is no guarantee or assurance that the importance of risks will not change or other risks will not emerge. Additional risks not presently known to the Company, or if known, not considered material, may also have an adverse impact.

Potential investors should read the entire Prospectus and consult their professional advisers before deciding whether to apply for Securities.

13.1 Specific Risks associated with the Company

(a) Limited History

The Company was incorporated on 22 September 2020 and has limited operating history and limited historical financial performance. The Company does not generate profits. To date, only limited exploration has previously been conducted on the Tenements. As such, no assurance can be given that the Company will achieve commercial viability through the successful exploration or subsequent mining on its Projects. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.

(b) No Defined Resources

The Company, at this time, does not have any identified mineral resources or reserves and previous exploration over the areas covered by the Projects is limited. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit. Potential investors should understand that mineral exploration is a high-risk undertaking.

(c) Inherent Exploration and Development Risks

Mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of discovery of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, project financing difficulties, foreign currency fluctuations and technical problems all affect the ability of a company to profit from any discovery.

The quantities and grades included in any future mineral resource statements are estimates and may not prove to be an accurate indication of the quantity or grade of the metals that has been identified or that the Company will be able to extract. No assurance can be given that any particular level of recovery from mineral resources or reserves will in fact be realised or that an identified mineral resource will ever qualify as commercially viable which can be legally and economically exploited

There is no assurance that exploration of the Company’s mineral interests, or any other projects that may be acquired by the Company in the future, will result in the discovery of an economically viable mineral deposit. Even if an apparently viable mineral deposit is identified, there is no guarantee that it can be profitably exploited.

(d) Operational Risks

The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

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RISK FACTORS

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(e) Resource Estimates

Whilst the Company intends to undertake exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource on any Tenement. Even if a resource is identified, no assurance can be provided that this can be economically extracted.

In the event that the Company successfully delineates a resource or reserve on any of the Tenements, that resource or reserve estimate will be an expression of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(f) Results of Studies

Subject to the results of exploration and testing programs to be undertaken, the Company may progressively undertake a number of studies in relation to the Projects. These studies may include scoping, pre-feasibility, definitive feasibility and bankable feasibility studies.

These studies will be completed within parameters designed to determine the economic feasibility of the subject Projects within certain limits. There can be no guarantee that any of these studies will confirm the economic viability of the subject Projects or the results of other studies undertaken by the Company (e.g. the results of a feasibility study may materially differ to the results of a scoping study).

Even if a study confirms the economic viability of a Project, there can be no guarantee that the Project will be successfully brought into production as assumed or within the estimated parameters in the feasibility study (e.g. operational costs and commodity prices) once production commences. Further, the ability of the Company to complete a study may be dependent on the Company’s ability to raise further funds to complete the study if required.

(g) Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process that is required to liberate economic minerals and produce a saleable product and by nature contain elements of significant risk, such as:

(i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;
(ii) developing an economic process route to produce a metal and/or concentrate; and
(iii) changes in mineralogy in the ore deposit that can result in inconsistent metal recovery, affecting the economic viability of the project.

(h) Gold and commodity prices

As an explorer for gold and, potentially, other minerals, any future earnings of the Company are expected to be closely related to the price of those commodities.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company’s exploration and project development plans, together with the ability to fund those plans and activities.

(i) Native Title

The Native Title Act recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company’s operations and future plans.

Native Title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the Native Title holders or by valid use of land or waters. Native Title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title.

Tenements granted before 1 January 1994 are valid or validated by the Native Title Act. The Tenement was granted prior to 1 January 1994 and accordingly suspends the operation of native title within the tenement area for the life of the Tenement.

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The existence of a Native Title Claim is not an indication that Native Title in fact exists on the land covered by the claim, as this matter is ultimately determined by the Federal Court.

RISK FACTORS

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(j) Aboriginal Heritage

The Company must comply with Aboriginal heritage legislation requirements which include the requirement to conduct heritage survey work prior to the commencement of operations.

The Company is aware of various areas of indigenous significance and Aboriginal heritage sites of considerable cultural value both to the local indigenous communities and the broader community generally. These heritage sites require the Company to comply with the Aboriginal Heritage Act in respect of any ground disturbing activities. Prior to commencing significant ground disturbing activities, including mining, the Company will need to consult with local traditional owners regarding the likely impact that the proposed activities may have on such areas.

There is no guarantee that the Company will be able to deal with the above issues in a satisfactory or timely manner and accordingly such issues may increase the proposed time periods for the conduct of the Company’s proposed activities and also limit the Company’s ability to conduct its proposed activities on the Tenement including ultimately commencing mining operations.

(k) Tenement Title

Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of licences. Each licence is granted for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to, or its interest in, the Tenement if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

The Tenement (or tenements in which the Company may acquire an interest in the future), will be subject to applications for renewal or exemption from expenditure (as the case may be). The renewal or exemption from expenditure for a tenement is usually determined at the discretion of the relevant government authority.

If a tenement is not renewed or granted an exemption from expenditure, the Company may suffer damage through loss of opportunity to develop and discover minerals on that tenement.

(l) Land Access and Compensation

There is a substantial level of regulation and restriction on the ability of exploration and mining companies to gain access to land in Australia. Negotiations with both Native Title parties and land owners/occupiers are generally required before the Company can access land for exploration or mining activities. Investors should be aware that any delay in obtaining agreement in respect of compensation due to landholders whose land comprises the Tenements may adversely impact or delay the Company’s ability to carry out exploration or mining activities on its Tenements.

(m) Environmental Risks

Exploration and mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. The operations and proposed activities of the Company are subject to regulations concerning the environment. The Government and other authorities that administer and enforce environmental laws determine these requirements. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations, or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company’s business, financial condition and results of operations.

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RISK FACTORS

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(n) Dependence on key personnel and ability to recruit additional personnel

The Company is reliant on a number of key personnel engaged by the Company. Loss of such personnel may have a materially adverse impact on the performance of the Company. While there can be no assurance given as to the continued availability of such key personnel, the Company has put in place employment contracts and equity participation programmes with senior executives to incentivise them. Furthermore, if the Company is unable to attract, train and retain key individuals and other highly skilled employees and consultants, its business may be adversely affected.

(o) Agents and contractors

The Company intends to outsource substantial parts of its exploration activities pursuant to services contracts with third party contractors. In most cases, the Company has yet to enter into these arrangements. The Directors are unable to predict the risk of financial failure, default or insolvency of any of the contractors. If these events occur in relation to a contractor, recovery by the Company of resulting financial losses may be limited. Contractors may also underperform their obligations of their contracts. If such contracts are terminated, the Company may not be able to find a suitable replacement on satisfactory terms.

(p) Royalties

The Company’s mining projects may be subject to State royalties. In the event that State royalties are increased in the future, the profitability and commercial viability of the Company’s Projects may be negatively impacted.

(q) Climate change regulation

Mining of mineral resources is relatively energy intensive and is dependent on the consumption of fossil fuels. Increased regulation and government policy designed to mitigate climate change may adversely affect the Company’s cost of operations and adversely impact the financial performance of the Company.

(r) Future capital needs

The future capital requirements of the Company will depend on many factors. The Company believes that the proceeds of the Offer should be adequate to fund its business activities in the short term as stated in this Prospectus. Changes to operational requirements, market conditions and the identification of other opportunities may mean further funding is required by the Company at an earlier stage than is currently anticipated.

Should the Company require additional funding, there can be no assurance that additional financing (whether debt or equity) will be available, either on acceptable terms or at all. Any inability to obtain additional funding, if required, will have a material adverse effect on the Company’s business and its financial condition and performance and the Company’s ability to continue as a going concern.

Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the Offer and may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

The Company may undertake offerings of securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, voting power of the Company’s existing shareholders will be diluted.

(s) New projects and acquisitions

The Company intends to actively pursue and assess new business opportunities in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/ permits, and/or direct equity participation.

The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence.

There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from the Projects and/or raising additional capital (if available).

Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

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RISK FACTORS

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13.2 General Risks

(a) COVID-19 risk

The outbreak of the novel coronavirus disease ( COVID-19 ) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company.

The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. If any of these impacts appear material prior to close of the Offer, the Company will notify investors under a supplementary prospectus.

(b) Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption and the rate of growth of gross domestic product in Australia and other jurisdictions in which the Company may acquire mineral assets.

(c) Securities investments

There are risks associated with any securities investment. The prices at which the Securities trade on ASX may fluctuate in response to a number of factors including:

(i) the recruitment or departure of key personnel;
(ii) actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
(iii) variations in the Company’s financial results or those of companies that are perceived to be similar to the Company including changes caused by changes in financial accounting standards or practices or taxation rules or practices;
(iv) announcements regarding litigation or other proceedings that involve the Company;
(v) war or acts of terrorism or catastrophic disasters that disrupt world trade or adversely affect confidence in financial markets;
(vi) other general economic, industry and market conditions; and
(vii) other factors described in this Section 13.

(d) Share market conditions

Share market conditions may affect the value of the Securities, regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and mining and resources related stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

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RISK FACTORS

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(e) Liquidity risk

There is no guarantee that there will be an ongoing liquid market for the Shares. Accordingly, there is a risk that, should the market for the Shares become illiquid, Shareholders will be unable to realise their investment in the Company.

(f) Changes in Government Policies and Legislation Any material adverse changes in government policies or legislation of Australia or any other country that the Company may acquire economic interests in may affect the viability and profitability of the Company.

13.3 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Potential investors should consider that the investment in the Company is speculative and should consult their professional adviser before deciding whether to apply for Shares pursuant to this Prospectus.

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14

Material Contracts

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MATERIAL CONTRACTS

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14.1 Lead Manager Mandate

The Company and Discovery Capital Partners have entered into a lead manager mandate under which Discovery Capital Partners has been appointed as the lead manager to the Offer ( Lead Manager Mandate ). The material terms of the Lead Manager Mandate are as follows:

(a) Discovery Capital Partners will assist the Company with completing the Offer on a best endeavors basis.
(b) Discovery Capital Partners will receive total fees comprising:
(i) a capital raising fee of 5% (excluding GST) on the total amount of the Offer. Discovery Capital Partners will be responsible for payment of all other selling fees to other brokers, investment houses or intermediaries who participate in the Offer;
(ii) a management fee of 1% (excluding GST) on total funds raised under the Offer;
(iii) a success fee of $50,000 payable on successful completion of the Offer; and
(iv) a total of 2,000,000 Adviser Options to be granted to Discovery Capital Partners or its nominees on completion of the Offer each exercisable at $0.25 and expiring 30 June 2024 and otherwise on the terms and conditions in Section 15.2.
(c) The Company will reimburse Discovery Capital Partners for out-of-pocket expenses incurred each month provided that Discovery Capital Partners seeks the Company’s consent before incurring any individual expenses in excess of $2,500 in each month.
(d) The Company grants Discovery Capital Partners first right of refusal to act as lead or joint lead manager to future equity raisings in the 12 month period following completion of the Offer.
(e) The Company or Discovery Capital Partners may terminate the Lead Manager Mandate with 7 days’ notice without cause. If terminated by the Company without cause, the Company must pay Discovery Capital Partners the balance of fees payable under the Lead Manager Mandate. The Company may terminate the Lead Manager Mandate immediately upon Discovery Capital Partners’ gross negligence, fraud or recklessness.
(f) The Lead Manager Mandate contains covenants, warranties, representations and indemnities that are customary for an agreement of this nature.

14.2 Compensation Agreement with Pastoralist – Victoria Bore Project

The Company has entered into a compensation agreement with a pastoralist ( Pastoralist ) in respect of its activities on E 08/3220 being one of the tenements comprising the Victoria Bore Project ( Victoria Bore Pastoralist Agreement ). The material terms of the Victoria Bore Pastoralist Agreement are as follows:

(a) The term will continue until E 08/3220 or the pastoral lease is surrendered, terminated or expires.
(b) The Pastoralist will withdraw its objection to the grant of E 08/3220 and notify the Company of its current improvements on E 08/3220 and keep the Company notified if it intends to install further improvements.
(c) The Company will notify and consult with the Pastoralist in respect of its exploration programmes on the land, maintain standard insurance cover for the benefit of the Pastoralist and indemnify the Pastoralist against any loss caused by the act or omission by the Company.
(d) The Pastoralist may request the Company to relocate, modify and/or redesign the Company’s infrastructure on E 08/3220 if the Pastoralist (acting reasonably and in good faith) considers the infrastructure will prevent or materially interfere with the Pastoralist’s proposed activities. The parties will consult with each other and agree an alternative proposal and if they cannot agree, the matter will be determined by an expert. The Pastoralist will pay the Company’s reasonable and direct costs in complying with such alternative proposal.
(e) The Company may assign all or part of its interests under the Victoria Bore Pastoralist Agreement provided that the assignee acquires a corresponding interest in E 08/3220 and enters into a deed of covenant agreeing to be bound by the Victoria Bore Pastoralist Agreement. The Pastoralist may assign all or part of its interests under the Victoria Bore Pastoralist Agreement provided that the assignee enters into a deed of covenant agreeing to be bound by the Victoria Bore Pastoralist Agreement.

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(f) The Victoria Bore Pastoralist Agreement otherwise contains terms that are customary for an agreement of this nature.

MATERIAL CONTRACTS

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14.3 Compensation Agreement with Pastoralist – Edjudina Project

The Company has entered into a compensation agreement with a pastoralist ( Pastoralist ) in respect of its activities on E 31/1258 and E 31/1265 being two of the tenements comprising the Edjudina Project ( Edjudina Pastoralist Agreement ). The material terms of the Edjudina Pastoralist Agreement are as follows:

(a) The term will continue until E 31/1258 and E 31/1265 or the pastoral lease is terminated, expires or is surrendered (other than surrender conditional on the grant of another mining tenement).
(b) The Pastoralist consents to, and will not take any action to restrict or impede, the grant of E 31/1258 and E 31/1265.
(c) The parties will allow each other access to the land, conduct their respective activities without unreasonably interfering with the other party’s activities, indemnify each another against losses caused by the act or omission by the other party and each maintain standard insurances in respect of their respective activities on the land.
(d) The Company will pay the Pastoralist compensation of $1.80 per hectare disturbed due to the Company’s mining activities and market rate per beast owned by the Pastoralist whose death or significant injury is caused by the Company.
(e) The Company will first offer the Pastoralist the opportunity to undertake any clearing or land access earthworks for the Company on the land before offering such works to third party contractors.
(f) Either party may assign all or part of their interests under the Edjudina Pastoralist Agreement provided that the assignee enters into a deed of covenant agreeing to be bound by the Edjudina Pastoralist Agreement. Either party may encumber their respective interests in E 31/1258 and E 31/1265 or the pastoral lease provided that the person in whose favour the encumbrances is granted enters into a deed confirming their rights arising from the encumbrance are subordinated to the rights of the other party under the Edjudina Pastoralist Agreement.
(g) The Edjudina Pastoralist Agreement otherwise contains terms that are customary for an agreement of this nature.

14.4 Agreements with Directors, Related Parties and key

management personnel

A summary of the agreements with Directors, key management personnel and related parties of the Company is set out in Section 8.9.

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15 Additional Information

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ADDITIONAL INFORMATION

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15.1 Rights Attaching to Shares

The Shares offered under this Prospectus are fully paid ordinary shares in the capital of the Company and rank equally with the Company’s Existing Shares.

Full details of the rights attaching to Shares are set out in the Constitution a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

The following is a broad summary of the more significant rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

(a) General meetings and notices

Each eligible Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

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

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

(c) Issues of further shares

The Directors may, on behalf of the Company, issue shares and grant options over or unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, Listing Rules, the Corporations Act and any rights and restrictions attached to a class of shares.

(d) Variation of rights

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(e) Transfer of shares

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

The Directors may decline to register a transfer of shares (other than a proper transfer in accordance with the ASX Settlement Operating Rules) where permitted to do so under the Listing Rules. If the Directors decline to register a transfer, the Company must, within 5 business days after the transfer is delivered to the Company, give the party lodging the transfer written notice of the refusal and the reason for the refusal.

(f) Partly paid shares

The Directors may, subject to compliance with the Constitution, the Corporations Act and Listing Rules, issue partly paid shares upon which there are outstanding amounts payable. These shares will have limited rights to vote and to receive dividends.

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ADDITIONAL INFORMATION

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(g) Dividend rights

Subject to and in accordance with the Corporations Act, the Listing Rules, the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare dividend to be paid to the shareholders entitled to the dividend. Subject to the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such shares.

(h) Winding-up

Subject to any rights or restrictions attached to a class of Shares, on a winding up of the Company, any surplus must be divided among the Shareholders in the proportions which the amount paid (including amounts credited) on the shares of a Shareholders is of the total amounts paid and payable (including amounts credited) on the shares of all Shareholders.

(i) Dividend reinvestment and share plans

Subject to the requirements in the Corporations Act and the Listing Rules, the Directors may implement and maintain dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of fully paid shares).

(j) Directors The Constitution states that the minimum number of Directors is three and the maximum number is 10.

(k) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors have the power to manage the business of the Company and may exercise every right, power or capacity of the Company.

(l) Share buy backs

Subject to the provisions of the Corporations Act and the Listing Rules, the Company may buy back shares in itself on the terms and at times determined by the Directors.

(m) Unmarketable parcels

The Company’s constitution permits the Board to sell the shares held by a Shareholder if they comprise less than a marketable parcel within the meaning of ASX Business Rules. The procedure may only be invoked once in any 12 month period and requires the Company to give the shareholder notice of the intended sale.

If a Shareholder does not want his shares sold, he may notify the Company accordingly.

(n) Capitalisation of profits

The Directors may capitalise any profits of the Company and distribute that capital to the Shareholders, in the same proportions as the Shareholders are entitled to a distribution by dividend.

(o) Capital reduction

Subject to the Corporations Act and Listing Rules, the Company may reduce its share capital.

(p) Preference shares

The Company may issue preference shares, including preference shares that are liable to be redeemed. The rights attaching to preference shares are those set out in the Constitution unless other rights have been approved by special resolution of the Company’s Shareholders.

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ADDITIONAL INFORMATION

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15.2 Terms and Conditions of Options

(a) Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon the exercise of each Option.

(b) Exercise price

The exercise price is $0.25 ( Exercise Price ).

(c) Expiry Date

The expiry date is 30 June 2024 ( Expiry Date ).

(d) Exercise period

The Options are exercisable at any time on or prior to the Expiry Date.

(e) Lapse Date

An Option will lapse on the Expiry Date.

(f) Notice of exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(g) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued fully paid ordinary shares of the Company.

(h) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

(i) Timing of issue of Shares

After an Option is validly exercised, the Company must, within 15 Business days of receiving the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option, issue the Shares and do all such acts, matters and things to obtain the grant of official quotation of the Shares on ASX no later than 5 Business Days after issuing the Shares.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. However, the Company will give the holder notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

(k) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

the number of securities which must be issued on the exercise of an Option will be increased by the number of securities which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
no change will be made to the Exercise Price.

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ADDITIONAL INFORMATION

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(l) Adjustments for reconstruction of capital

If there is any reconstruction of the issued share capital of the Company, the rights of the Option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(m) Quotation of Options

Application may be made by the Company to ASX for official quotation of the Options.

(n) Options transferable

The Options are transferable.

(o) Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s share registry.

15.3 Employee Securities Incentive Plan

The Company considers that it is desirable to establish a securities incentive plan pursuant to which the Company can issue Securities to eligible Directors, employees and consultants in order to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to all Shareholders ( Plan ).

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Securities in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is set out in this Section.

A copy of the Plan is available for review by Shareholders at the registered office of the Company. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

The maximum number of Securities that the Company may issue under the Plan over the three years from the date of this Prospectus is 7,000,000.

Following the Company’s admission to the Official List:

(a) prior Shareholder approval will be required under Listing Rule 10.14 before any Director or associate of a Director can participate in the Plan; and
(b) Shareholders must re-approve the Plan and the maximum number of Securities the Company may issue under the Plan every three years.

The following is a summary of the Employee Securities Incentive Plan and the terms on which an offer of Shares ( Plan Shares ) or other Securities ( Convertible Securities ) may be made under the Employee Securities Incentive Plan:

(c) Eligible Participant

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

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

(d) Purpose

The purpose of the Plan is to:

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

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(e) Plan administration

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

ADDITIONAL INFORMATION

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(f) Eligibility, invitation and application

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

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

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

(g) Grant of Securities

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

(h) Terms of Convertible Securities

Each “Convertible Security” represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(i) Vesting of Convertible Securities

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

(j) Exercise of Convertible Securities and cashless exercise

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

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

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

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

(k) Delivery of Shares on exercise of Convertible Securities

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

(l) Forfeiture of Convertible Securities

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

ADDITIONAL INFORMATION

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

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:
any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.
(m) Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(n) Rights attaching to Plan Shares

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

(o) Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:
transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(p) Adjustment of Convertible Securities

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

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

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

(q) Participation in new issues

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

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ADDITIONAL INFORMATION

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(r) Compliance with applicable law

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

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

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

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

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

(s) Amendment of Plan

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

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

(t) Plan duration

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

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

(u) Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act) unless the Board determines otherwise at the time of an offer of securities.

15.4 Substantial Shareholders

On completion of the Offer (assuming all of the Shares under the Offer are subscribed for), the Company anticipates that the parties outlined in the table below will be the substantial Shareholders of the Company.

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Number of
Shareholder % total Shares held
Shares held
Simon Eley 2,356,250 [1] 6.38%
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Notes:

1. Comprising 250,000 Shares held by Simon Eley and up to 2,106,250 Shares held by Resmin Pty Ltd, an entity associated with Simon Eley

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

ADDITIONAL INFORMATION

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15.5 Fees and Benefits

Other than as set out below or elsewhere in this Prospectus, no promoter or person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer under this Prospectus; or
(c) the Offer under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered in connection with the formation or promotion of the Company or the Offer of Shares under this Prospectus.

Discovery Capital Partners Pty Ltd has acted as lead manager of the Offer and will be paid such amounts as detailed in Sections 6.4. Further details regarding the Lead Manager Mandate are contained in Section 14.3. During the 24 months preceding lodgement of this Prospectus at the ASIC, Discovery Capital Partners Pty Ltd has been paid or is entitled to be paid $75,400 (exclusive of GST) in fees from the Company.

Lily Valley International Ltd has undertaken an Independent Technical Review of the Projects and has prepared the Independent Geologists Report which has been included in Section 9. The Company estimates it will pay Lily Valley International Ltd a total of $15,000 plus GST for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Lily Valley International Ltd has been paid or is entitled to be paid $10,000 (exclusive of GST) in fees from the Company.

William Buck Consulting (WA) Pty Ltd has acted as Investigating Accountant and has prepared the Independent Assurance Report which has been included in Section 12. The Company estimates it will pay William Buck Consulting (WA) Pty Ltd a total of $6,000 plus GST for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, William Buck Consulting (WA) Pty Ltd has been paid or is entitled to be paid $0 (exclusive of GST) in fees from the Company.

William Buck Audit (WA) Pty Ltd is the auditor to the Company. Fees for these audit services are charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, William Buck Audit (WA) Pty Ltd has been paid or is entitled to be paid $5,000 (exclusive of GST) in fees from the Company.

Automic Share Registry Services Pty Ltd has been appointed to conduct the Company’s share registry functions and to provide administrative services in respect to the processing of Applications received pursuant to this Prospectus, and will be paid for these services on standard industry terms and conditions. During the 24 months preceding lodgement of this Prospectus with the ASIC, Automic Share Registry Services Pty Ltd has been paid or is entitled to be paid $0 (exclusive of GST) in fees from the Company.

GTP Legal Pty Ltd has acted as the solicitors to the Company in relation to the Offer and has been involved in due diligence enquiries on legal matters. The Company estimates it will pay GTP Legal approximately $60,000 plus GST for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, GTP Legal Pty Ltd has been paid or is entitled to be paid $12,986 (exclusive of GST) in fees from the Company.

15.6 Consents

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

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus, or any statement on which a statement in this Prospectus is based, other than those referred to in this Section;
(b) has not authorised or caused the issue of this Prospectus or the making of the Offer; and

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(c) makes no representations regarding, and to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for any statements in, or omissions from any part of this Prospectus other than a reference to its name and a statement and/or a report (if any) included in this Prospectus with the consent of that party as specified in this Section.

ADDITIONAL INFORMATION

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Discovery Capital Partners Pty Ltd has given its written consent to being named as the lead manager of the Offer in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

William Buck Consulting (WA) Pty Ltd has given its written consent to being named as the Investigating Accountant in this Prospectus and to the inclusion of the Independent Assurance Report in Section 12 in the form and context in which the report is included. William Buck Consulting (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

William Buck Audit (WA) Pty Ltd has given its written consent to being named as the auditor to the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Lily Valley International Ltd has given its written consent to being named as Independent Geologist in this Prospectus and to the inclusion of the Independent Geologist’s Report in Section 9 and statements about the Independent Geologist’s Report in the Prospectus in the form and context in which they appear in this Prospectus. Lily Valley International Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Automic Share Registry Services Pty Ltd has given its written consent to being named as the Share Registry of the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

GTP Legal Pty Ltd has given its written consent to being named as the Australian solicitors to the Company in this Prospectus and to the inclusion of the Mining Tenement Report in Section 10 in the form and context in which that report is included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

15.7 Litigation

Subject to the objection noted in the Tenement Report, to the knowledge of the Directors, as at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company other than the objection to the grant of the Tenements noted in the Mining Tenement Report in Section 10.

15.8 Taxation

The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

15.9 Expenses of the Offer

The estimated cash expenses of the Offer is as follows:

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Item of Expenditure $
ASIC and ASX fees 65,919
Lead Manager fees [1] 326,000
Independent Geologist's Report 15,000
Independent Assurance Report 6,000
Legal fees 60,000
Share registry, printing and other expenses 15,000
Total 487,919
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Notes:

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1. Refer to Section 14.3 for further details in respect to fees payable to the Lead Manager. The Lead Manager is also entitled to be issued 2,000,000 Adviser Options on completion of the Offer, each exercisable at $0.25 on or before 30 June 2024 and otherwise with the terms and conditions in Section 15.2.

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16 | DIRECTOR’S AUTHORISATION

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

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

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Russell Davis

Non-Executive Chairman

for and on behalf of M3 Mining Limited

26 May 2021

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Glossary

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MATERIAL CONTRACTS

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

A$ or $ means an Australian dollar.

Adviser Option means an Option with an exercise price of $0.25 expiring 30 June 2024 and otherwise granted on the terms and conditions set out in Section 15.2.

Allocation Policy means IPO allocations determined by the Company in consultation with the Lead Manager in accordance with the Allocation Policy in respect of the Offer as set out in Section 6.16.

Applicant means a person who submits an Application.

Application means a valid application for Shares offered under this Prospectus on an Application Form.

Application Form means the application form accompanying this Prospectus.

Application Monies means application monies for Shares accompanying an Application Form submitted by an Applicant.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange operated by ASX Limited (as the context requires).

ASX Settlement Operating Rules means the settlement operating rules of the ASX.

Australian Accounting Standards means the Australian Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board.

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

BPAY® means the payment mechanism used to pay Application Monies online.

Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia.

Change of Control means:

(a) the offeror under a Takeover Bid in respect of all Shares has achieved acceptances in respect of more than 50.01% of Shares and that Takeover Bid has become unconditional;
(b) the announcement by the Company that Shareholders have, at a Court convened meeting of shareholders, voted in favour, by the necessary majority, of a proposed scheme of arrangement (other than to effect a restructure or redomicile) under which all securities of the Company are to be either:
(i) cancelled; or
(ii) transferred to a third party,

and the Court, by order, approves the proposed scheme of arrangement; or

(c) any person, individually or together with their Associates, acquires a Relevant Interest in 50.01% or more of the total number of Shares on issue by any other means (other than as a result of the transactions contemplated pursuant to the agreement to which these terms and conditions are attached).

CHESS means ASX’s Clearing House Electronic Sub-register System.

Closing Date means the date on which the Offer closes as set out in the indicative timetable in Section 3 .

Company means M3 Mining Limited ACN 644 548 434.

Conditions of the Offer mean the conditions of the Offer outlined in Section 6.2.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company specified in Section 8.1.

Edjudina Project means the Edjudina project located in the Goldfields-Esperance region of Western Australia comprising six licences held (E31/1140, E31/1141, E31/1168, E31/1249 and P31/2113) or under application (E31/1258). The Company also has license E31/1265 under application. This application is subject of a ballot and due to the uncertainty caused by the ballot process the Company has no further information on the tenement included in the Prospectus.

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MATERIAL CONTRACTS

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Enterprise Value means the sum of the market capitalisation of the Company at the Offer Price less the expected net cash at completion of the Offer.

Existing Shares means the fully paid ordinary Shares in the capital of the Company on issue at the date of this Prospectus.

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

Financial Information has the meaning given in Section 9.

FY means the abbreviation for the Financial Year ending 30 June.

GST has the same meaning as in A New Tax System (Goods & Services Tax) Act 1999 (Cth).

Incentive Option means an Option with an exercise price of $0.25 expiring 30 June 2024 and otherwise granted on the terms and conditions set out in Section 15.2.

Independent Geologist’s Report means the intendent geologist’s report in Section 9.

Independent Assurance Report means the investigating accountants report in Section 12.

Lead Manager means Discovery Capital Partners Pty Ltd ACN 615 635 982.

Lead Manager Mandate has the meaning in Section 14.3.

Listing Rules means the official listing rules of ASX.

Mining Tenement Report means the solicitor’s tenement report in Section 10.

Minimum Subscription has the meaning in Section 6.1.

Offer has the meaning as outlined in Section 6.1.

Offer Price means the offer price of a Share offered under the Offer, being $0.20.

Official List means the official list of ASX.

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

Option means an option with an exercise price of $0.25 expiring 30 June 2024 and otherwise granted on the terms and conditions set out in Section 15.2 and includes the Advisor Options and the Incentive Options.

Projects means collectively the Edjudina Project and Victoria Bore Project.

Prospectus means this prospectus and any supplementary or replacement prospectus in relation to this document.

Section means a section of this Prospectus.

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

Share Registry means Automic Share Registry Services Pty Ltd ACN 152 260 814.

Shareholder means a holder of Shares.

SRN means the securityholder reference number issued by the Share Registry.

TFN means tax file number.

Vendors means collectively Simon Eley as the vendor of one of the two tenements comprising the Victoria Bore Project (E08/3220) and Strada D’Oro Pty Ltd as the vendor of the Edjudina Project.

Victoria Bore Project means the Victoria Bore gold project located in the Pilbara region of Western Australia the subject of exploration licence application E08/3220 and exploration licence application E08/3326.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

Terms defined in the Independent Geologists Report have the same meaning when used in this Prospectus.

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Level 1, 3 Ord Street West Perth WA 6005

M3MINING.COM.AU

AI assistant

M3 MINING LIMITED — Capital/Financing Update 2021

65282_rns_2021-07-26_f89d5fec-d9e9-4db6-9dba-825b59359d25.pdf

PROSPECTUS

Important Information

Lead Manager of the Offer

CONTENTS

01 | IMPORTANT NOTICES

1.1 Important Notice

1.2 Web Site – Electronic Prospectus

1.3 Overseas Applicants

1.4 Forward looking statements

1.5 Competent Persons Statement

1.6 Definitions

02 | CORPORATE DIRECTORY

Directors

Lead Manager

Registered Office

Company Telephone

Share Registry*

Telephone:

Investigating Accountant

Lawyers

Auditors

Company Website

Proposed ASX Code

04

Investment Overview

4.1 Company Overview

4.2 Board and key management

4.3 Key risks

4.4 The Offer

05 Chairman’s Letter

Dear Investor,

06 Details of the Offer

6.1 The Offer and Minimum Subscription

6.2 Conditions of the Offer

(together the Conditions of the Offer ).

6.3 Purpose of the Offer

6.4 Lead manager and selling fees

6.5 Interests of the Lead Manager

6.6 ASX Listing

6.7 Use of Funds

6.8 Working capital

6.9 Capital structure

6.10 Restricted securities

6.11 Substantial Shareholders after completion of the Offer

6.12 Free float

6.13 Dividend policy

6.14 Applications

6.15 Application monies to be held on trust

6.16 Allocation Policy

6.17 Issue of Shares

6.18 Acknowledgements

6.19 Discretion regarding the Offer

6.20 Applicants outside Australia

6.21 Offer is not underwritten

6.22 CHESS and issuer sponsorship

6.23 Risks

6.24 Forecast Financial Information

6.25 Privacy statement

6.26 Taxation

6.27 Enquiries

07

Company and Projects Overview

7.1 Background

VICTORIA BORE

WESTERN AUSTRALIA

7.2 Overview of Edjudina Project

(a) Summary

(b) Geology and mineralisation

Regional Geology

Local Geology

Mineralisation

(c) Previous exploration

(d) Exploration potential

E 31/1141 and P31/2113

E 31/1140

E 31/1258 and E31/1249

E 31/1265

M3 MINING LIMITED Capital/Financing Update 2021