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M3 MINING LIMITED Capital/Financing Update 2021

Jul 26, 2021

65282_rns_2021-07-26_02d50d0b-6959-402b-870e-c584041b24bf.pdf

Capital/Financing Update

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Appendix 1A

Application for Admission to the ASX Official List (ASX Listing)

Name of entity1

M3 MINING LIMITED

ABN/ARBN

ACN 644 548 434

Date of this form

1 June 2021

We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for "quotation of the following 'securities (or such other number of 'securities as we may notify to ASX prior to the commencement of +quotation):

Number + Class (quoted only)
Estimated maximum number
and + class of + securities to be
quoted on ASX at the
commencement of quotation on
ASX
36,925,003 Fully Paid Ordinary Shares

By giving this form to ASX, we agree to the matters set out in Appendix 1A of the ASX Listing Rules.

Notes:

    1. If the entity seeking admission is a trust, the application should be in the form "[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]".
    1. An entity seeking admission to the official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website.

.

Information Form and Checklist

(ASX Listing)

Name of entity

ABN/ACN/ARBN/ARSN

M3 Mining Limited

644 548 434

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Note: by giving an Appendix 1A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1A of the ASX Listing Rules).

The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above.

Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.

Part 1 - Key Information

Instructions: please complete each applicable item below. If an item is not applicable, please mark it as "N/A".

All entities - corporate details1

Type of Australian registration
number given above (eg ABN, ACN,
ARSN or ARBN)
ACN
Legal entity identifier, if applicable N/A
Place of incorporation or
establishment
Perth, Western Australia
Date of incorporation or
establishment
22 September 2020
Legislation under which incorporated
or established
Corporations Act (Cth) 2001
Address of registered office in place
of incorporation or establishment
Level 1, 3 Ord Street, West Perth WA 6005
Main business activity Exploration of minerals including gold and base metals
Country where main business activity
is mostly carried on
Australia
Other exchanges on which the entity
is listed
N/A
Street address of principal
administrative office
Level 1, 3 Ord Street, West Perth WA 6005

If the entity applying for admission to the official list is a stapled group, please provide these details for each entity comprising the stapled group.

Postal address of principal
administrative office
Level 1, 3 Ord Street, West Perth WA 6005
Telephone number of principal
administrative office
+61 (08) 6365 5200
E-mail address for investor enquiries [email protected]
Website URL M3mining.com.au

All entities - board and senior management details2

Full name and title of chairperson of
directors
Russell Davis - Non-Executive Chairman
Full names of all existing directors Russell John Davis - Non-Executive Chairman
Simon Peter Eley - Executive Director
Ariel Edward (Eddie) King - Non-Executive Director
Full names of any persons proposed
to be appointed as additional or
replacement directors
N/A
Full name and title of CEO/managing
director
Simon Peter Eley - Executive Director
Email address of CEO/managing
director
[email protected]
Full name and title of CFO N/A
Email address of CFO N/A
Full name and title of company
secretary
Benjamin Donovan
Email address of company secretary [email protected]

All entities - ASX compliance contact details3

Full name and title of ASX contact(s) Benjamin Donovan
Business address of ASX contact(s) Level 1, 3 Ord Street, West Perth WA 6005
Business phone number of ASX
contact(s)
+61 (08) 6365 5200
Mobile phone number of ASX
contact(s)
+61 401 248 048

If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust. $\sqrt{2}$

Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can
appoint more than one person to cater for situations where the primary nomi $\overline{3}$

All entities - investor relations contact details

Full name and title of person
responsible for investor relations
Benjamin Donovan - Company Secretary
Business phone number of person
responsible for investor relations
+61 401 248 048
Email address of person responsible
for investor relations
[email protected]

All entities - auditor details4

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

All entities - registry details5

Name of securities registry Automic Registry Services
Address of securities registry Level 2, 267 St Georges Terrace
Perth WA 6000
Phone number of securities registry 1300 288 644 (within Australia)
+61 (02) 9698 5414 (outside Australia)
Fax number of securities registry +61 (02) 8583 3040
Email address of securities registry [email protected]
Type of subregisters the entity will
operate 6
CHESS and Issuer-Sponsored Subregister

All entities - key dates

Annual balance date 30 June
Month in which annual meeting is
usually held (or intended to be held)7
November

In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market
before quotation commences (see Guidance Note 1 section 2.12). $\ddot{\phantom{a}}$

5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.23). $\mathbf{6}$

$\overline{t}$ May not apply to some trusts.

Months in which dividends or
distributions are usually paid (or are
intended to be paid)

Trusts - additional details

Name of responsible entity N/A
Full names of the members of the
compliance committee (if any)
N/A

Entities incorporated or established outside Australia - additional details

Name and address of the entity's
Australian agent for service of
process
N/A
Address of registered office in
Australia (if any)
ΝJΑ

Entities listed or to be listed on another exchange or exchanges

Name of the other exchange(s) where
the entity is or proposes to be listed
N/A
Is the ASX listing intended to be the
entity's primary or secondary listing
N/A

Part 2 – Checklist Confirming Compliance with Admission Requirements

Instructions: please indicate in the "Location/Confirmation" column for each item below and in any Annexures where the information or document referred to in that item is to be found (eq in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter "Confirmed"" in the "Location/Confirmation" column. If an item is not applicable, please mark it as "N/A".

In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 2 copies of the applicant's Offer Document (as lodged with ASIC) referred to in item 4 and the 10 printed versions of the final Offer Document referred to in note 10) are provided in a folder separated by numbered tabs and if the entity's constitution and copies of all material contracts are provided both in hard copy and in electronic format.

Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX's absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).

A reference in this Checklist and in any Annexures to the "Offer Document" means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.

If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document.

All entities - key supporting documents

No Item

  1. A copy of the entity's certificate of incorporation, certificate of registration or other evidence of status (including any change of name)

Location/Confirmation Refer to Tab 1 of the ASX Listing File

Nº Item

    1. A copy of the entity's constitution (Listing Rule 1.1 Condition 2)8
    1. Either:
  • (a) confirmation that the entity's constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or
  • (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2)9
    1. An electronic version and 2 hard copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3)10
    1. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)?
    1. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.1) Condition 14)11
    1. If the entity's corporate governance statement12 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity's corporate governance statement (Listing Rule 1.1 Condition 16)
    1. If the entity will be included in the S & P All Ordinaries Index on admission to the official list,13 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)?
    1. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,14 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to the composition and operation of the audit committee (Listing Rule 1.1 Condition 17)?
    1. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,15 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18)
    1. If the entity's trading policy is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity's trading policy (Listing Rule 1.1 Condition 19)
    1. For each director or proposed director, the CEO or proposed CEO, and the

Confirmed. Refer to Tab 2 of the ASX Listing File

Refer to Tab 3 of the ASX Listing File

Refer to Section 1.1on page 1of the Prospectus

Refer to Tab 4 of the ASX Listing File

Referred to section 8.9 of the Prospectus on page 60. Refer to Tab 5 of the ASX Listing File

Not Applicable.

Not Applicable.

Not Applicable.

Refer to Tab 6 of the ASX Listing File

All directors have resided in Australia

Location/Confirmation Refer to Tab 2 of the ASX Listing File

It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.

$\mathbf{9}$ An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX's website.

The applicant should also provide 10 printed copies of the final Offer Document to ASX as soon as they are available. $10$

An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX's website.

$12$ The entity's "corporate governance statement" is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.

If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. $13$

If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. $14$

$15$ If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

No Item CFO or proposed CFO (together, "relevant officers") of the entity at the date of listing, 16 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)17

    1. For each relevant officer, a list of any other names or alias they have used in the past 10 years, including any maiden name or married name18 (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)
    1. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)
    1. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 14 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration19 from the relevant officer confirming that fact and that he or she has not been convicted in that country of:
  • (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of his or her duties as a director or officer of a company or other entity; or
  • (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced),

or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)

    1. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)
    1. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 16 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration20 from the relevant officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing

Location/Confirmation

only for the past 10 years. Refer to the statutory declarations which are to be provided by each director.

All directors have used their existing name only for the past 10 years. Refer to the statutory declarations which are to be provided by each director.

Refer to Tab 7 of the ASX Listing File for Australian criminal history checks.

N/A. All directors have resided in Australia only for the past 10 years. Refer to the statutory declarations which are to be provided by each director.

Refer to Tab 8 of the ASX Listing File for searches of the Australian Financial Security Authority National Personal Insolvency Index.

N/A. All directors have resided in Australia only for the past 10 years. Refer to the statutory declarations which are to be provided by each director.

16 If the entity applying for admission to the official list is a trust, references in items 12, 13, 14, 15, 16, 17 and 18 to a relevant officer mean a relevant officer of the responsible entity of the trust.

$\overline{1}$ The information referred to in items 12, 13, 14, 15, 16, 17 and 18 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1 Condition 20.

The sample statutory declaration referred to in item 18 below addresses this requirement. Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 14, 15, 16, 17 must cover all of the names or aliases the relevant officer has used over that period.

The sample statutory declaration referred to in item 18 below also addresses this requirement.

$\overline{20}$ The sample statutory declaration referred to in item 18 below also addresses this requirement.

  1. A statutory declaration21 from each relevant officer officer specifying whether

Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)

Nº Item

  • they have used any other name or alias in the past 10 years and confirming that: (a) the relevant officer has not been the subject of any criminal or civil
  • penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;
  • (b) the relevant officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty:
  • (c) the relevant officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director or officer of a listed entity;
  • (d) no listed entity of which he or she was a relevant officer (or, in the case of a listed trust, in respect of which he or she was a relevant officer of the responsible entity of the trust) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and
  • (e) the relevant officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above,

or, if the relevant officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)

    1. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable)
    1. Please either:
  • (a) enter "Confirmed" in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or
  • (b) attach a statement explaining the circumstances and state the location of that statement
    1. Please enter "Confirmed" in the column to the right to confirm that the entity has paid its initial listing fee 22

Location/Confirmation

To be provided

Refer to Tab 9 of the ASX Listing File.

Confirmed

Confirmed

$21$ A sample statutory declaration is available from the ASX Compliance Downloads page on ASX's website.

Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S

$\boldsymbol{\eta}$ See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:

Nº Item

All entities - group structure

    1. Where in the Offer Document is there a diagram showing the group structure of the entity, identifying (where applicable) each material child entity and the nature and location of the business activities it undertakes
    1. If the entity has any material child entities, where in the Offer Document is there a list of all such child entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity's percentage holding in it?
    1. If the entity has any material investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all such associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity's percentage holding in it?
    1. If the entity has a material interest in a joint venture, where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement?
    1. If the entity does not hold its material assets and business operations directly itself or indirectly through a child entity, where in the Offer Document is there an explanation of why that structure has been employed and the risks associated with it?

All entities - capital structure

    1. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows:
  • (a) the number and class of each equity security and each debt security currently on issue: and
  • (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and
  • (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list: and
  • (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements?

Note: This applies whether the securities are to be quoted on ASX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario.

  1. If any class of securities referred to in the table mentioned in item 27 are not ordinary securities, where in the Offer Document does it disclose the terms applicable to those securities?

Note: This applies whether the securities are to be quoted on ASX or not.

For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable).

For options to acquire unissued securities, this should state the number outstanding, exercise prices; exercise terms and expiry dates.

If payment is made by electronic funds transfer, please email your remittance advice to [email protected] or fax it to (612) 9227-0553, describing the payment as the "initial listing fee" and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie

Not applicable as the Company has no subsidiaries.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Refer to section 6.9 (Capital Structure) of the Prospectus.

Refer to section 15.2 (Terms and Conditions of Options) of the Prospectus (Tab 10 of the ASX Listing File).

Sydney, Melbourne or Perth) and the amount paid.

Nº Item

For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of repayment or redemption; and conversion terms (if applicable).

    1. Where in the Offer Document does it confirm that the entity's free float at the time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)?
    1. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)?
    1. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 12)?
    1. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity's call program. including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)?
    1. Is the entity proposing to offer any securities by way of a bookbuild? If so, please enter "Confirmed" in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in Annexure A to Guidance Note 1 and has made appropriate arrangements with the bookrunner to obtain this information.

All entities - business information

    1. Where in the Offer Document is there a description of the history of the entity?
    1. Where in the Offer Document is there a description of the entity's existing and proposed activities and level of operations?
    1. Where in the Offer Document is there a description of the material business risks the entity faces?
    1. Where in the Offer Document is there a table setting out the proposed use of the proceeds of the offer?

All entities - related parties, promoters and advisers

  1. Has the entity undertaken a placement of securities in the last 2 years in which a related party or their associates, a promoter or their associates, or an adviser involved in the offer or their associates, have participated?

If so, please attach a statement

  • (a) explaining the circumstances of the placement;
  • (b) listing the names and addresses of the participants in the placement, the number of securities they received in the placement and the consideration they provided for those securities; and
  • (c) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser.

Location/Confirmation

Refer to section 6.12 (Free Float) of the Prospectus which provides for a free float of approximately 71%.

Refer to section 6.1 (Details of the Offer) of the Prospectus

Refer to section 15.2 (Terms and Conditions of Options) of the Prospectus (Tab 10 of the ASX Listing File).

Not applicable.

Not applicable.

Refer to section 7 (Background) of the Prospectus

Refer to section 7.4 (Proposed Exploration Budget) of the Prospectus

Refer to section 13 (Risk Factors) of the Prospectus

Refer to section 6.7 (Use of Funds) of the Prospectus

Yes.

Incorporation Shares On 21 September 2020, 3 incorporation shares were issue at \$1 per share to then directors Christopher Connelly (retired), Stacey O'Neill (retired) and current director Simon Eley.

Pre-Ipo Raise 1

On 8 October 2020, 2,500,000 shares were issued at \$0.02 per share to sophisticated investors.

  1. Does an adviser to the offer have a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer?

If so, where in the Offer Document is there a clear and concise statement explaining in one location all of the interests that adviser has in the success of the offer, including (without limitation):

  • (a) the number and type of securities in the entity in which the adviser and its associates currently have a relevant interest;
  • (b) details of the consideration paid or provided by the adviser or its associates for the securities referred to in (a) above:
  • (c) the fees or other consideration the adviser or an associate may receive for services provided in connection with the offer:
  • (d) the fees or other consideration the adviser or an associate may receive under any ongoing mandate they may have with the entity post the offer;
  • (e) if the consideration in (c) or (d) above includes any convertible securities (including options, performance shares or performance rights), details of the number and terms of those securities, the percentage of the entity's issued capital at listing they will convert into if they are converted, the value the entity believes the convertible securities are worth and the basis on which the entity has determined that value; and
  • (f) if the adviser or any of its associates have participated in a placement of securities by the entity in the preceding 2 years, full details of the securities they received in the placement and the consideration they paid or provided for those securities?

Location/Confirmation

Pre-Ipo Raise 2

On 15 December 2020, 6,800,000 shares were issued at \$0.05 per share to sophisticated investors.

Pre-Ipo Raise 3

On 12 April 2021, 3,125,000 shares were issued at \$0.16 per share to sophisticated investors.

(refer to tab 11 of the ASX Listing File)

Vendor Tenement share issue

On 18 January 2021, a total of 750,000 shares were issued to each of the entities associated with directors Simon Eley and Russell Davis in connection with the Victoria Bore and Edjudina Projects, referred to in section 8.3 of the Prospectus. (Tab 14 of the ASX Listing File).

No - the Company does not consider that any advisers to the Public Offer have a material interest in the success of the offer that is over and above the normal professional fees for the services provided in connection with the Public Offer. A summary of the fees payable to various advisers is set out below.

Discovery Capital Partners

Discovery Capital Partners has been appointed as Lead Manager to the Offer and will receive a capital raising fee of 5% and a management fee of 1% on all funds raised pursuant to the IPO, a success fee of \$50,000 and a total of 2,000,000 adviser options each exercisable at \$0.25 expiring 30 June 2024 as outlined in Section 14.1 of the Prospectus. (Tab 12 of the ASX Listing File).

Refer to section 6.5 (Interests of Lead Manager) of the Prospectus.

All entities – other information and documents

  1. Where in the Offer Document is there a description of the entity's proposed dividend/distribution policy?

Refer to section 6.13 (Dividend Policy) of the Prospectus.

Nº Item

  1. Does the entity have or propose to have a dividend or distribution reinvestment plan?

If so, where are the existence and material terms of the plan disclosed in the Offer Document?

A copy of the terms of the plan

  1. Does the entity have or propose to have an employee incentive scheme?

If so, where are the existence and material terms of the scheme disclosed in the Offer Document?

Where in the Offer Document is there a statement as to whether directors23 are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate?

A copy of the terms of the scheme

  1. Has the entity entered into any material contracts (including any underwriting agreement relating to the securities to be quoted on ASX)?24

If so, where are the existence and main terms of those material contracts disclosed in the Offer Document?

Copies of all of the material contracts referred to in the Offer Document

  1. If the entity is not an externally managed trust and the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with:

  2. (a) its CEO or proposed CEO:

  3. (b) any of its directors or proposed directors; or
  4. (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above (Listing Rule 3.16.4)

Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust.

    1. Please enter "Confirmed" in the column to the right to indicate that the material contracts summarised in the Offer Document include, in addition to those mentioned in item 44, any other material contract(s) the entity or a child entity has entered into with:
  • (a) its CEO or proposed CEO:
  • (b) any of its directors or proposed directors; or
  • (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above

Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust.

  1. Please enter "Confirmed" in the column to the right to indicate that all

Location/Confirmation

Not applicable.

Not applicable.

Refer to section 15.3 (Employee Securities Incentive Plan) of the Prospectus.

Refer to section 15.3a of the Prospectus.

Tab 13 of the ASX Listing File.

YES

Confirmed

Refer to section 14 (Material Contracts) of the Prospectus.

Tab 12 and 13 of the ASX Listing File.

Refer to section 8.7 and 8.8 (Remuneration of Directors) of the Prospectus (Tab 15 of the ASX Listing File).

Confirmed

<sup>23 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

$24$ It will assist ASX if the material contracts are provided both in hard copy and in electronic format.

auditor) or independent accountant.

No Item

information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist

  1. A copy of the entity's most recent annual report

Entities that are trusts

    1. Evidence that the entity is a registered managed investment scheme or has an exemption from ASIC from that requirement (Listing Rule 1.1) Condition 5(a))
    1. If the entity is exempted from the requirement to be a registered managed investment scheme, evidence that its responsible entity is either an Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act (Listing Rule 1.1 Condition 5(b))
    1. Please enter "Confirmed" in the column to the right to indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5(c))

Entities applying under the profit test (Listing Rule 1.2)

    1. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1)
    1. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2)
    1. Audited accounts for the last 3 full financial years, including the audit reports $(Listing Rule 1.2.3(a))$
    1. If the entity's last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.2.3(b))
    1. A reviewed pro forma statement of financial position, including the review (Listing Rule 1.2.3(c))25
    1. Evidence that the entity's aggregated profit from continuing operations for the last 3 full financial years has been at least \$1 million (Listing Rule 1.2.4)
    1. Evidence that the entity's profit from continuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded \$500,000 (Listing Rule 1.2.5)
    1. Is there a statement in the Offer Document that the entity's directors26 have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the Offer Document

The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company

If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.

Location/Confirmation

Not applicable - the entity was incorporated on 22 September 2020 and therefore has no annual report.

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Nº Item
If so, where is it?
Location/Confirmation
If not, please attach such a statement signed by all of the entity's directors 27
(Listing Rule 1.2.6)
Entities applying under the assets test (Listing Rule 1.3)
59. Evidence that the entity has:
(a) if it is not an investment entity, net tangible assets of at least \$4 million
(after deducting the costs of fund raising) or a market capitalisation of at
least \$15 million;
(b) if it is an investment entity other than pooled development fund, net
tangible assets of at least \$15 million; or
(c) if it is a pooled development fund, net tangible assets of at least
\$2 million (Listing Rule 1.3.1 and 1.3.4)
Refer to Section 11.6 (Pro-Forma
Historical
Statement
of
Financial
Position) and 12 (Independent Limited
Assurance Report) of the Prospectus
60. Evidence that:
(a) at least half of the entity's total tangible assets (after raising any funds) is
not cash or in a form readily convertible to cash; 28 or
(b) there are commitments consistent with its stated objectives under Listing
Rule 1.3.3(a) to spend at least half of the entity's cash and assets in a
form readily convertible to cash
And if (b) above applies, where in the Offer Document is there an
expenditure program setting out those commitments (Listing Rule 1.3.2)
There are commitments to spend at
least half of the entity's cash and assets
in a form readily convertible to cash.
Refer to Sections 6.7 (Use of Funds), 11
(Financial Information) and 12
(Independent Limited Assurance Report
of the Prospectus.
61. Where in the Offer Document is there a statement setting out the objectives
the entity is seeking to achieve from its admission and the offer (Listing
Rule 1.3.3(a))?
Refer to Sections 6.3 (Purpose of the
Offer) of the Prospectus.
62. Is there a statement in the Offer Document that the entity has enough
working capital at the time of its admission to carry out those stated
objectives?
If so, where is it?
If not, attach a statement by an independent expert confirming that the entity
has enough working capital to carry out its stated objectives (Listing
Rule 1.3.3(b))
Refer to Sections 6.8 (Working Capital)
of the Prospectus.
63. Evidence that the entity's working capital (as shown in its reviewed pro forma
statement of financial position under listing Rule 1.3.5(d)) is at least
\$1.5 million (Listing Rule 1.3.3(c))
Refer
Sections
to
11
(Financial
Information)
12
and
(Independent
Limited
Assurance
Report
of the
Prospectus.
64. Audited accounts for the last 2 full financial years, including the audit reports
(Listing Rule 1.3.5(a))
The entity was incorporated on 22
September 2020 and audited accounts
for the period commencing from
incorporation and ending 31 March 2021
is included in Sections 11 (Financial
Information) and 12 (Independent
Limited Assurance Report of the
Prospectus (Tab 16 of the ASX Listing
File.
65. If the entity's last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
Not applicable - the entity was
incorporated on 22 September 2020.

before the date of this application, audited or reviewed accounts for the last | incorporated on 22 September 2020.

$\ddot{\phantom{1}}$

If the entity applying for admission to the official list is a trust, the statement should be signed by all of the directors of the responsible entity of the trust. $\sqrt{27}$

$\bf{28}$ In deciding if an entity's total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily convertible to cash.

Nº Item half year (or longer period if available), including the audit report or review (Listing Rule 1.3.5(b))

    1. If the entity has in the 12 months before the date of this application acquired. or is proposing in connection with its application for admission to acquire. another entity or business that is significant in the context of the entity. audited accounts for the last 2 full financial years for that other entity or business, including the audit reports (Listing Rule 1.3.5(c) first bullet point)
    1. If the entity has in the 12 months before the date of this application acquired. or is proposing in connection with its application for admission to acquire. another entity or business that is significant in the context of the entity and the last full financial year for that other entity or business ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) from the end of the last full financial year for that other entity or business. including the audit report or review (Listing Rule 1.3.5(c) second bullet point)
    1. A reviewed pro forma statement of financial position, including the review (Listing Rule 1.3.5(d))29

Entities with restricted securities

    1. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity's voting securities at any time in the 12 months before the date of this application
    1. A completed ASX Restricted Securities Table30
    1. Copies of all restriction deeds (Appendix 9A) entered into in relation to restricted securities (Listing Rule 9.1(b))31
    1. A list of all security holders sent a restriction notice (Appendix 9C) in relation to restricted securities and a sample of the restriction notice (Listing Rule 9.1(c))32
    1. If the entity intends to use a third party to maintain its issuer sponsored subregister, a written undertaking from that third party to comply with Listing Rule 9.1(e) (Listing Rule 9.1(f))

Location/Confirmation Audited accounts for the period ending 31 March 2021 are set out in Tab 16 of the ASX Listing File.

Not applicable.

Not applicable.

Prospectus.

Refer to Sections 11 (Financial

Information) and 12 (Independent Limited Assurance Report of the

Refer to Sections 6.11 and 15.4 (Substantial Shareholders) of the Prospectus (Tab 17 of the ASX Listing File

Tab 18 of the ASX Listing File.

To be provided once advised by ASX which restricted securities are required to be escrowed via a restriction deed.

To be provided once advised by ASX which restricted securities may be escrowed via a restriction notice. Same restriction notice is provided in Tab 19 of the ASX Listing File.

To be provided.

The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

$30 -$ An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX's website.

$31$ ASX will advise which restricted securities are required to be escrowed via a restriction deed under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction deeds and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

$32$ ASX will advise which restricted securities are required to be escrowed via a restriction notice under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction notices have not been provided to all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

  1. Are any of the restricted securities in a class that is not intended to be quoted on ASX?

If so, a sample of the share certificate for the restricted securities with the statement required under Listing Rule 9.1(g)(iii).

Copies of the undertaking(s) from a bank or recognised trustee to hold the certificates for the restricted securities in escrow (Listing Rule 9.1(g)(iv))

If the entity intends to use a third party to maintain its certificated subregister. a written undertaking from that third party to comply with Listing Rule 9.1(g) (Listing Rule 9.1(h))

Location/Confirmation Yes

To be provided.

To be provided.

To be provided.

Entities (other than mining exploration entities and oil and gas exploration entities) with classified $\text{asserts}^{33}$

  1. Within the 2 years preceding the date of the entity's application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, a classified asset?

If so, where in the Offer Document does it disclose:

  • the date of the acquisition or agreement;
  • full details of the classified asset, including any title particulars:
  • the name of the vendor:
  • if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s);
  • details of the relationship between the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of the entity; and
  • details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor.

Is the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, are any of the beneficial owner(s)) a related party or promoter of the entity?

If so, please enter "Confirmed" in the column to the right to indicate that the consideration paid by the entity for the classified asset was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred by the vendor in developing the classified asset34 or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9.2 (Listing Rule 1.1 Condition 11)

If cash is being paid or proposed to be paid in connection with the acquisition of a classified asset from a related party or promoter, please provide supporting documentation to demonstrate that it was for the reimbursement of expenditure incurred by the vendor in developing the classified asset

Not applicable.

Not applicable.

Not applicable.

$33$ A "classified asset" is defined in Listing Rule 19.12 as:

(a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;

(b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and which entitles the entity to develop, manufacture, market or distribute the property;

(c) an interest in an asset which, in ASX's opinion, cannot readily be valued; or

(d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above.

ASX may require evidence to support expenditure claims.

No Item

Please also provide a copy of the agreement(s) relating to the acquisition entered into by the entity and any expert's report or valuation obtained by the entity in relation to the acquisition

Mining entities

  1. A completed Appendix 1A Information Form and Checklist Annexure 1 (Mining Entities)35

Oil and gas entities

  1. A completed Appendix 1A Information Form and Checklist Annexure 2 (Oil and Gas Entities)36

Entities incorporated or established outside of Australia

  1. A completed Appendix 1A Information Form and Checklist Annexure 3 (Foreign Entities)37

Externally managed entities

  1. A completed Appendix 1A Information Form and Checklist Annexure 4 (Externally Managed Entities)38

Stapled entities

  1. A completed Appendix 1A Information Form and Checklist Annexure 5 (Stapled Entities)39

Further documents to be provided before admission to the official list

In addition to the information and documents mentioned above, entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

  • When available, 10 printed copies of the final Offer Document (see note 10 above);
  • A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;
  • A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the following categories and the total percentage of the securities in that class held by the recipients in each category:
  • $\bullet$ $1 - 1.000$
  • $1,001 5,000$ $\bullet$
  • 5,001 10,000 $\bullet$
  • 10.001 100.000
  • 100,001 and over
  • The number of holders of a parcel of securities (excluding restricted securities or securities subject to voluntary escrow) with a value of more than \$2,000, based on the issue/sale price;
  • Any outstanding restriction deeds (Appendix 9A) and related undertakings:40

Location/Confirmation

Not applicable.

Attached.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

35 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX's website.

36 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX's website.

$37$ An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX's website.

38 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX's website. 39

An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX's website.

40 See note 31 above.

Any outstanding restriction notices (Appendix 9C);41 and $\bullet$

$\ddot{\textbf{a}}$

$\cdot$

Any other information that ASX may require under Listing Rule 1.17.42 $\bullet$

$\frac{d}{dt}$

$41$ See note 32 above.

Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 8 and achieved minimum spread without using
artificial means (see Guidance Note 1 section 3.9). $42$

Information Form and Checklist Annexure 1 (Mining Entities)

Name of entity ABN/ACN/ARBN/ARSN

M3 Mining Limited 644 548 434

N/A

This Annexure forms part of the Information Form and Checklist supplied by the entity named above to support its application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

A reference in this Annexure to JORC means the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Resources - 2012 Edition, a copy of which is included in Annexure 5A of the Listing Rules. Terms used in this Annexure which are defined in JORC (including, without limitation, 'exploration target',' exploration results',' mineral resource', 'ore reserve' and 'competent person') have the same meaning as in JORC.

No

Item Location/Confirmation

General requirements

Complete this section if the Offer Document includes any reference to an exploration target, exploration results or estimates of mineral resources or ore reserves.

    1. Where in the Offer Document does it state that the exploration target, exploration results or estimates of mineral resources or ore reserves (as the case may be) have been prepared and reported in accordance with JORC (Listing Rule 5.6)?1
    1. Where in the Offer Document does it state:
  • that the exploration target, exploration results or estimates of mineral resources or ore reserves (as the case may be) are based on, and fairly represent, information and supporting documentation prepared by a named competent person2 or persons (Listing Rule 5.22(a) for material mining projects and JORC clause 9 for other projects);
  • whether the competent person is an employee of the mining entity or a related party and, if not, the name of the competent person's employer (Listing Rule 5.22(b) for material mining projects and JORC clause 9 for other projects)?
  • the name of the professional organisation of which the competent person is a member (Listing Rule 5.22(c) for material mining projects and JORC clauses 9 and 11 for other projects); and
  • that the competent person has given his or her prior written consent as to the form and context in which the exploration target, exploration results or estimates of mineral resources or ore reserves (as the case may be) and the supporting information are presented in the Offer Document (Listing Rule 5.22 for material mining projects and JORC clause 9 for other projects)?

Refer to item 1.5 of the Independent Geologist Report section 9 of the Prospectus.

  • 1 The Offer Document must use terminology consistent with the terms in Figure 1 of JORC. Terms such as 'mining inventory' or 'mineable resource' are not allowed.
  • 2 JORC clause 11 defines a 'competent person' as a minerals industry professional who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a 'Recognised Professional Organisation', as included in a list available on the JORC and ASX websites. The person must have a minimum of five years relevant experience in the style of mineralisation or type of deposit under consideration and in the activity which that person is undertaking. If the competent person is preparing documentation on exploration results, the relevant experience must be in exploration. If the competent person is estimating, or supervising the estimation of mineral resources, the relevant experience must be in the estimation, assessment and evaluation of mineral resources. If the competent person is estimating, or supervising the estimation of ore reserves, the relevant experience must be in the estimation, assessment, evaluation and economic extraction of ore reserves.
valuation report, or fairness and reasonableness report prepared in
accordance with the Valmin Code?
Geologist Report – section 9 of the
Prospectus
If so, where does it state in the report the declarations required by section 12
of the Valmin Code?
5. Does the Offer Document include a "metal equivalents" calculation? No
If so, where does the Offer Document include the following information
required under JORC clause 50:

individual grades for all metals included in the metal equivalent
calculation;

except where the information is commercially sensitive, the assumed
commodity prices for all metals;3

assumed metallurgical recoveries for all metals and a discussion of the
basis on which the assumed recoveries are derived (metallurgical test
work, detailed mineralogy, similar deposits, etc);4

a clear statement that it is the entity's opinion that all the elements
included in the metal equivalents calculation have a reasonable potential
to be recovered and sold; and

the calculation formula used?
6. Please enter "Confirmed" in the column to the right to indicate that the Offer
Document does not include any reference to "in situ" or "in ground" values
(JORC clause 51).
Confirmed
3 Actual assumed prices should be disclosed. It is not sufficient to refer to a "spot price", without disclosing the actual price in question.
Where the actual assumed prices used are said to be commercially sensitive, the entity must disclose sufficient information, perhaps
in narrative rather than numerical form, for investors to understand the methodology it has used to determine these prices.
4 Estimates of metallurgical recoveries for each metal must be used to calculate meaningful metal equivalents. Reporting on the basis of
metal equivalents is not appropriate if metallurgical recovery information is not available or able to be estimated with reasonable
confidence.
ASX Listing Information Form and Checklist Annexure 1 (01/12/19) Page 2

If so, where does it state that any exploration target, exploration results or estimates of mineral resources or ore reserves (as the case may be): are based on, and fairly represent, information and supporting

  1. Is there an Independent Geologist's Report included in the Offer Document?

  2. Please enter "Confirmed" in the column to the right to indicate that the Offer Document discloses any potential conflict of interest any of the named competent persons may have and, if it does, indicate where in the Offer

Document that disclosure has been made (JORC clause 9)?

No

other projects)?

  • documentation prepared by a named competent person or persons; the name of the professional organisation of which the competent person is a member; and
  • that the competent person has given his or her prior written consent as to the form and context in which the exploration target, exploration results or estimates of mineral resources or ore reserves (as the case may be) and the supporting information are presented in the report (Listing Rule 5.22 for material mining projects and JORC clause 9 for

Is the Independent Geologist's Report either a technical assessment report,

Item Location/Confirmation

Confirmed. Page V of the Independent Geologists Report.

Refer to section 7 and 9 of the Prospectus confirms no exploration targets can be reported.

See section 1.5.2 of the Independent

No

Exploration targets

Complete this section if the Offer Document includes any reference to an exploration target.

7. Where in the Offer Document does it disclose a detailed explanation of the
basis for the exploration target, including whether the target is based on
actual exploration results or on proposed exploration programmes and a
specific description of the level of exploration activity already completed
(JORC clause 17)?
Not Applicable
8. Where in the Offer Document does it state the proposed exploration
activities designed to test the validity of the exploration target and the
timeframe within which those activities are expected to be completed (JORC
clause 17)?
Not Applicable
9. Where in the Offer Document does it include the required statement by a
named competent person taking responsibility for the form and context in
which the exploration target appears (JORC clause 17)?
Not Applicable
10. Where in the Offer Document does it include the required clarification
statement that the potential quantity and grade is conceptual in nature, that
there has been insufficient exploration to estimate a mineral resource and
that it is uncertain if further exploration will result in the estimation of a
mineral resource (JORC clause 17)?5
Not Applicable
11. Please enter "Confirmed" in the column to the right to indicate that the
following JORC requirements have been satisfied:

information relating to the exploration target has been expressed so that
it cannot be misrepresented or misconstrued as an estimate of a mineral
resource or ore reserve and the terms "resource" and "reserve" have not
been used in this context (JORC clause 17);

the exploration target is expressed as a tonnage and grade range and as
an approximation only (JORC clause 17);

the Offer Document includes a description of the process used to
Not Applicable
determine the grade and tonnage ranges used to describe the
exploration target (JORC clause 17);

there are no "headline statements" in the Offer Document referring to the
exploration target (JORC clause 17); and

the exploration target does not include a "metal equivalent" estimate or
calculation (JORC clause 50).
Exploration results

Complete this section if the Offer Document includes any reference to exploration results

  1. Where in the Offer Document is the separate report in relation to each of the criteria in sections 1 and 2 of JORC Table 1 (Listing Rule 5.7.1)?6

Not Applicable

Item Location/Confirmation

5 Note that the clarification statement must be within the same paragraph as the first reference to the exploration target in the Offer Document.

6 If an entity that determines that any of the criteria is not material to understanding the exploration results, the entity must identify the criteria and explain why it has determined that it is not material to that understanding.

No Item Location/Confirmation

    1. Where in the Offer Document is the separate table setting out the following information for material drill-holes (unless the entity determines that the information is not material):7
  • easting and northing of the drill-hole collar;
  • elevation or RL of the drill-hole collar;
  • dip and azimuth of the hole;
  • down hole width and depth; and
  • end of hole (Listing Rule 5.7.2)?
    1. Please enter "Confirmed" in the column to the right to indicate that the following JORC requirements have been satisfied:
  • if the exploration results relate to mineralisation not classified as a mineral resource or ore reserve, then estimates of tonnages and average grade have not been assigned to the mineralisation except as an exploration target in accordance with JORC clause 17 (JORC clause 18);
  • if true widths of mineralisation are not reported, an appropriate qualification has been included in the Offer Document (JORC clause 19);
  • clear diagrams and maps designed to represent the geological context have been included in the Offer Document which include a plan view of drill hole collar locations and appropriate sectional views (JORC clause 19);
  • there has been no selected disclosure of information such as isolated assays, isolated drill holes, assays of panned concentrates or supergene enriched soils or surface samples, without placing them in perspective (JORC clause 19);
  • if the Offer Document includes exploration results based on rock chip or grab sampling, the location (represented as a table, diagram or map), total number and assay results for the sampling have been included for each sample so as to ensure samples are representative and not selectively reported (JORC clause 19 and JORC Table 1); and
  • if the Offer Document reports visual results in the absence of assays, it does not include any reference to the grade or economic potential of the mineralisation (Example D in Annexure A of Guidance Note 8).

Mineral resources

Complete this section if the Offer Document includes any reference to an estimate of mineral resources.

    1. Where in the Offer Document does the competent person explicitly discuss the basis for the reasonable prospects for eventual economic extraction of the mineral resource (JORC clause 20)?
    1. Where in the Offer Document does the competent person explicitly discuss the technical and economic support for the cut-off assumption applied (JORC clause 20)?
  • 17. Where in the Offer Document does it disclose the relevant geology and geological interpretation (Listing Rule 5.8.1 first bullet point)?8

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

7 An entity that determines that a drill-hole table setting out the information described above is not material, is not required to attach the table to the Offer Document but must explain why it has determined that the table is not material to understanding the exploration results.

8 Note that the information referred in items 17-24 should be disclosed independently from the separate report in relation to each of the criteria in sections 1, 2 and 3 (and 5 if appropriate) of JORC Table 1 required under Listing Rule 5.8.2 mentioned in item 25 below.

No Item Location/Confirmation
18. Where in the Offer Document does it disclose the entity's sampling and sub
sampling techniques (Listing Rule 5.8.1 second bullet point)?
Not Applicable
19. Where in the Offer Document does it disclose the entity's drilling techniques
(Listing Rule 5.8.1 third bullet point)?
Not Applicable
20. Where in the Offer Document does it disclose the criteria used for
classification, including drill and data spacing and distribution – this includes
separately identifying the drill spacing used to classify each category of
mineral resources (inferred, indicated and measured) where estimates for
more than one category of mineral resource are reported (Listing Rule 5.8.1
fourth bullet point)?
Not Applicable
21. Where in the Offer Document does it disclose the entity's sample analysis
method (Listing Rule 5.8.1 fifth bullet point)?
Not Applicable
22. Where in the Offer Document does it disclose the entity's estimation
methodology (Listing Rule 5.8.1 sixth bullet point)?
Not Applicable
23. Where in the Offer Document does it disclose the entity's cut-off grade(s),
including the basis for the selected cut-off grade(s) (Listing Rule 5.8.1
seventh bullet point)?
Not Applicable
24. Where in the Offer Document does it disclose mining and metallurgical
methods and parameters, and other material modifying factors considered to
date (Listing Rule 5.8.1 eighth bullet point)?
Not Applicable
25. Where in the Offer Document is the separate report in relation to each of the
criteria in sections 1, 2 and 3 (and 5 if appropriate) of JORC Table 1 (Listing
Rule 5.8.2)?9
Not Applicable
26. Please enter "Confirmed" in the column to the right to indicate that the
following JORC requirements have been satisfied:
Not Applicable

the mineral resource estimate has been appropriately classified
according to increasing geological confidence (ie inferred, indicated or
measured – JORC clause 20-24);

if an estimation of an inferred mineral resource is presented on the basis
of extrapolation beyond the nominal sampling spacing and taking into
account the style of mineralisation, the report contains sufficient
information to inform the reader of:

the maximum distance that the resource is extrapolated beyond the
sample points;

the proportion of the resource that is based on extrapolated data;

the basis on which the resource is extrapolated to these limits; and

a diagrammatic representation of the inferred mineral resource
showing clearly the extrapolated part of the estimated resource
(JORC clause 21);

the mineral resource estimate has been rounded off to appropriately
significant figures, is referred to as an estimate not as a calculation and,
in the case of inferred mineral resources, is qualified by the term
'approximately' (JORC clause 25);

where contained metal or mineral content has been reported,
corresponding tonnages and grade have also been reported (JORC
clause 26);

9 If an entity that determines that any of the criteria is not material to understanding the estimate of mineral resources, the entity must identify the criteria and explain why it has determined that it is not material to that understanding.

No

  • inferred, indicated or measured resources have not been reported as a combined estimate unless details for the individual categories have also been provided (JORC clause 26); and
  • resource estimates have not been aggregated with reserve estimates to report a single combined figure (JORC clause 26).

Ore reserves

Complete this section if the Offer Document includes any reference to an estimate of ore reserves.

27. Where in the Offer Document does it disclose the material assumptions and
the outcomes from any pre-feasibility study (PFS) or feasibility study (FS), as
the case may be, defining the ore reserves (Listing Rule 5.9.1 first bullet
point)?10
Not Applicable
28. Where in the Offer Document does it disclose the criteria used for
classification, including the classification of the mineral resources on which
the ore reserves are based and the confidence in the modifying factors
applied (Listing Rule 5.9.1 second bullet point)?
Not Applicable
29. Where in the Offer Document does it disclose the mining method selected
and other mining assumptions, including mining recovery factors and mining
dilution factors (Listing Rule 5.9.1 third bullet point)?
Not Applicable
30. Where in the Offer Document does it disclose the processing method
selected and other processing assumptions, including the recovery factors
applied and the allowances made for deleterious elements (Listing
Rule 5.9.1 fourth bullet point)?
Not Applicable
31. Where in the Offer Document does it disclose the basis of the cut-off
grade(s) or quality parameters applied (Listing Rule 5.9.1 fifth bullet point)?
Not Applicable
32. Where in the Offer Document does it disclose estimation methodology
(Listing Rule 5.9.1 sixth bullet point)?
Not Applicable
    1. Where in the Offer Document does it disclose material modifying factors, including the status of environmental approvals, mining tenements and approvals, other governmental factors and infrastructure requirements for the selected mining methods and for transportation to market (Listing Rule 5.9.1 seventh bullet point)?
    1. Where in the Offer Document is the separate report in relation to each of the criteria in sections 1, 2, 3 and 4 (and 5 if appropriate) of JORC Table 1 (Listing Rule 5.9.2)?11

Not Applicable

Item Location/Confirmation

Not Applicable

10 If the economic assumptions are commercially sensitive to the entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported.

11 If an entity that determines that any of the criteria is not material to understanding the estimate of ore reserves, the entity must identify the criteria and explain why it has determined that it is not material to that understanding.

No

    1. Please enter "Confirmed" in the column to the right to indicate that the following JORC requirements have been satisfied:
  • the reserve estimate has been appropriately classified according to increasing geological confidence (ie probable or proved – JORC clause 29-32);
  • the reserve estimate has been rounded off to appropriately significant figures (JORC clause 33);
  • where present metal or mineral content has been reported, corresponding tonnages and grade have also been reported (JORC clause 34);
  • proved and probable reserves have not been reported as a combined estimate unless details for the individual categories have also been provided (JORC clause 34);
  • reserve estimates have not been aggregated with resource estimates to report a single combined figure (JORC clause 36); and
  • where figures for both resources and reserves are reported, a statement has been included in the Offer Document which clearly indicates whether the resources are inclusive of, or additional to, the reserves (JORC clause 36).

Production targets or financial information derived from production targets

Complete this section if the Offer Document includes any reference to a production target or financial information derived from a production target (such as forecast revenues, forecast costs of production, forecast capex, a net present value, internal rate of return or payback period).

  1. Where in the Offer Document does it disclose the material assumptions on which the production target is based (Listing Rule 5.16.1)?

Specifically, where in the Offer Document does it disclose the material assumptions about the 'modifying factors' in the JORC Code?

Specifically, where in the Offer Document does it disclose the material assumptions about the scheduling of development and production and the availability of project finance?

    1. Where in the Offer Document does it state that the reserves or resources underpinning the production target have been prepared by a competent person in accordance with the JORC Code (Listing Rule 5.16.2)?12
    1. Where in the Offer Document does it state the relevant proportions of ore reserves, mineral resources, exploration target and qualifying foreign estimates underpinning the production target (Listing Rule 5.16.3)?
    1. Is a proportion of the production target based on an inferred mineral resource?

If so, please indicate where in the Offer Document the required cautionary statement has been included stating that:13

"There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further exploration work will result in the determination of indicated mineral resources or that the production target itself will be realised" (Listing Rule 5.16.4)?

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

historical estimates or foreign estimates (other than qualifying foreign estimates) of mineralisation (Listing Rule 15.5(b)). A production target that is based solely on an inferred mineral resource must comply with Listing Rule 5.16.6.

12 Note that disclosing a production target that is based solely on an exploration target or solely on a combination of inferred mineral resources and an exploration target is prohibited (Listing Rule 15.5(a)), as is disclosing a production target based solely or partly on

Item Location/Confirmation

13 Note that the cautionary statement must be proximate to, and have equal prominence as, the reported production target.

  • No
    1. Is a proportion of the production target based on an exploration target?

If so, where in the Offer Document does it include a statement of the factors that lead the entity to believe that it has a reasonable basis for reporting the production target in that context (Listing Rule 5.16.5 and section 8 of Guidance Note 31 Reporting on Mining Activities)?

Please also indicate where in the Offer Document the required cautionary statement has been included stating that:14

"The potential quantity and grade of an exploration target is conceptual in nature, there has been insufficient exploration to determine a mineral resource and there is no certainty that further exploration work will result in the determination of mineral resources or that the production target itself will be realised." (Listing Rule 5.16.5 and section 8 of Guidance Note 31 Reporting on Mining Activities)?

  1. Is the Production Target based solely on an inferred mineral resource?

If so, where in the Offer Document does it include a statement of the factors that lead the entity to believe that it has a reasonable basis for reporting the production target based solely on inferred mineral resources (Listing Rule 5.16.6 and section 8.7 of Guidance Note 31 Reporting on Mining Activities)?

Please indicate where in the Offer Document it states the level of confidence with which the inferred mineral resources are estimated and the basis for that level of confidence (Listing Rule 5.16.6)

Please also indicate where in the Offer Document the required cautionary statement has been included stating that:15

"There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further exploration work will result in the determination of indicated mineral resources or that the production target itself will be realised. The stated production target is based on the company's current expectations of future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that this target will be met." (Listing Rule 5.16.6)

And provide a copy of the technical report required under Listing Rule 5.16.6 to support the production target with a sufficient level of confidence and which has been prepared by, or under the supervision of, a named independent competent person or persons and includes the information referred to in Listing Rules 5.22(b) and (c)

  1. Is the production target based on a portion of inferred mineral resources and/or an exploration target in addition to ore reserves and/or measured and indicated mineral resources?

If so, please enter "Confirmed" in the column to the right to indicate that the entity is satisfied that the respective proportions of inferred mineral resources and the exploration target are not the determining factors in project viability (section 8.5 of Guidance Note 31 Reporting on Mining Activities)

Item Location/Confirmation

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

14 Note again that the cautionary statement must be proximate to, and have equal prominence as, the reported production target.

15 Note again that the cautionary statement must be proximate to, and have equal prominence as, the reported production target.

the steps ASX expects it to take in these circumstances.

Reporting on Mining Activities) 43. Is a proportion of the production target based on qualifying foreign estimates that have not been verified and reported as mineral resources or ore reserves in accordance with the JORC Code after 3 years from the date the qualifying foreign estimates were initially reported? If so, where in the Offer Document is the statement and explanation referred to in Listing Rule 5.14.2 (Listing Rule 5.16.7)? Not Applicable 44. Does the Offer Document include forecast financial information derived from a production target relating to: the mineral resources and ore reserves holdings of the entity (an entity level production target); or a material mining project of the entity (or two or more mining projects which together are material to the entity)? If so, where in the Offer Document does it include all material assumptions

Where in the Offer Document does it state the production target from which the forecast financial information is derived, including all the information contained in Listing Rule 5.16 (Listing Rule 5.17.2)

on which the forecast financial information is based (Listing Rule 5.17.1)?16

Please also enter "Confirmed" in the column to the right to indicate that the inferred mineral resources and exploration target do not feature as a

If a significant proportion of the production target is based on an exploration target, where in the Offer Document does it state the implications for the forecast financial information of not including the exploration target in the production target (Listing Rule 5.17.3)

Scoping studies17

No

Complete this section if the Offer Document includes any reference to a scoping study.

  1. Is the scoping study partially supported by an inferred mineral resource and/or exploration target?

If so, where in the Offer Document does it state both the proportion and relative sequencing of the inferred mineral resource and/or exploration target within the scoping study (JORC clause 38)?

    1. Where in the Offer Document is the cautionary statement required under clause 38 of the JORC Code about the scoping study?18
    1. Has the sample cautionary statement suggested in clause 38 of the JORC Code been augmented to reflect the surrounding facts and circumstances and to address the other issues dealt with in ASX's scoping study guidance (ASX Scoping Study Guideline 4)?

16 If the economic assumptions are commercially sensitive to the entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported. Note, however, that economic assumptions may not be commercially sensitive. An entity that considers that certain information is commercially sensitive should refer to section 8.6 of Guidance Note 31 on

Item Location/Confirmation significant proportion early in the mine plan (section 8.5 of Guidance Note 31 Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

No

Item Location/Confirmation

Mining exploration entities

Complete this section if the entity is a mining exploration entity.

    1. Where in the Offer Document is there a map or maps of the entity's mining tenements prepared by a competent person, which:
  • indicate the geology and other pertinent features of the tenements, including their extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements;
  • are dated; and
  • identify the competent person and the report to which they relate?
    1. Where in the Offer Document is there a schedule of the entity's mining tenements prepared by a competent person, which states in relation to each mining tenement:
  • the geographical area where the mining tenement is situated;
  • the nature of the title to the mining tenement;
  • whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and
  • the person in whose name the title to the mining tenement is currently held?
    1. Where in the Offer Document is there a statement setting out a program of expenditure, together with a timetable for completion of an exploration program, in respect of each mining tenement (or, where applicable, each group of tenements)?
    1. Within the 2 years preceding the date of the entity's application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, an interest in a mining exploration area or similar mining tenement from any person?

If so, where in the Offer Document does it disclose:

  • the date of the acquisition or agreement;
  • full details of the tenement, including any title particulars;
  • the name of the vendor;
  • if the vendor was not the beneficial owner of the tenement at the date of the acquisition or agreement, the name of the beneficial owner;
  • details of any relationship between the vendor (or, if the vendor was not the beneficial owner of the tenement at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of, or adviser to, the entity; and
  • details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor,

and, if the vendor acquired the tenement from a third party within that 2 year period, the equivalent details to those set out above in relation to the arrangements between the vendor and the third party?

Section 9 and page 20 of the Independent Geologist Report.

Section 9 (Independent Geologist Report) and Section 10 (Mining Tenement Report)

Section 6.7 (Use of Funds) of the Prospectus.

Section 9 (Independent Geologist Report). Sections 8.1 and 8.2

Refer to section 8.3 of the Prospectus

No

Is the vendor (or, if the vendor was not the beneficial owner of the tenement at the date of the acquisition or agreement, are any of the beneficial owner(s)) a related party or promoter of the entity or an associate of a related party or promoter of the entity?

If so, please enter "Confirmed" in the column to the right to indicate that the consideration paid by the entity for the tenement was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred in developing the tenement19 or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9.1.3 (Listing Rule 1.1 Condition 11)

Please also provide a copy of the agreement(s) relating to the acquisition entered into by the entity and any expert's report or valuation obtained by the entity in relation to the acquisition

  1. Is the entity or a child entity in a joint venture arrangement to investigate or explore a mining tenement?

If so, please provide a copy of the joint venture agreement Not applicable

Where in the joint venture agreement does it provide that if the entity requires it, the operator of the joint venture will give the entity all the information the entity requires to comply with the Listing Rules, and that the information may be given to ASX for release to the market if necessary for the entity to comply with the Listing Rules (Listing Rule 5.45)?

Historical or foreign estimates for a material mining project20

Complete this section if the Offer Document includes any reference to historical or foreign estimates for a material mining project.

    1. Where in the Offer Document does it disclose the source and date of the historical estimates or foreign estimates (Listing Rule 5.12.1)?
    1. Where in the Offer Document does it disclose whether the historical estimates or foreign estimates use categories of mineralisation other than those defined in JORC and if so, an explanation of the differences (Listing Rule 5.12.2)?
    1. Where in the Offer Document does it disclose the relevance and materiality of the historical estimates or foreign estimates to the entity (Listing Rule 5.12.3)?
    1. Where in the Offer Document does it disclose the reliability of the historical estimates or foreign estimates, including by reference to any of the criteria in JORC Table 1 which are relevant to understanding the reliability of the historical estimates or foreign estimates (Listing Rule 5.12.4)?

Item Location/Confirmation

Confirmed

See ASX Listing File.

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

19 ASX may require evidence to support expenditure claims.

20 An "historical estimate" is an estimate of quantity and grade of mineralisation that is based on information and supporting documentation that was prepared prior to the introduction of JORC (1989) and which an entity has not verified as mineral resources or ore reserves in accordance with JORC (Listing Rule 19.12). A "foreign estimate" is an estimate of quantity and grade of mineralisation that was prepared using a mineral resources classification and reporting standard from another jurisdiction prior to an entity acquiring, or entering into an agreement to acquire, an interest in a mining tenement that contains the deposit, and which the entity has not verified as mineral resources or ore reserves in accordance with JORC (Listing Rule 19.12). Note that an entity must not include historical estimates or foreign estimates (other than qualifying foreign estimates) of mineralisation in an economic analysis (including a scoping study, preliminary feasibility study, or a feasibility study) of the entity's mineral resources and ore reserves holdings (see Listing Rule 5.11).

  • No
    1. Where in the Offer Document does it disclose, to the extent known, a summary of the work programs on which the historical estimates or foreign estimates are based and a summary of the key assumptions, mining and processing parameters and methods used to prepare the historical estimates or foreign estimates (Listing Rule 5.12.5)?
    1. Where in the Offer Document does it disclose any more recent estimates or data relevant to the reported mineralisation available to the entity (Listing Rule 5.12.6)?
    1. Where in the Offer Document does it disclose the evaluation and/or exploration work that needs to be completed to verify the historical estimates or foreign estimates as mineral resources or ore reserves in accordance with JORC (Listing Rule 5.12.7)?
    1. Where in the Offer Document does it disclose the proposed timing of any evaluation and/or exploration work that the entity intends to undertake and a comment on how the entity intends to fund that work (Listing Rule 5.12.8)?
    1. Where in the Offer Document does it include the required cautionary statement that:
  • the estimates are historical estimates or foreign estimates and are not reported in accordance with the JORC Code;
  • a competent person has not done sufficient work to classify the historical estimates or foreign estimates as mineral resources or ore reserves in accordance with the JORC Code; and
  • it is uncertain that following evaluation and/or further exploration work that the historical estimates or foreign estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code (Listing Rule 5.12.9)?21
    1. Where in the Offer Document does it include the required statement by a named competent person or persons that the information in the Offer Document provided under Listing Rules 5.12.2 to 5.12.7 is an accurate representation of the available data and studies for the project and the information referred to in Listing Rules 5.22(b) and (c) (Listing Rule 5.12.10)?

Item Location/Confirmation

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

21 Note that the cautionary statement must be proximate to, and have equal prominence as, the reported historical estimates or foreign estimates.