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MAMBA EXPLORATION LIMITED ACN 644 571 826

PROSPECTUS

For the initial public offering of up to 25,000,000 Shares at an offer price of $0.20 per Share to raise up to $5,000,000 (before costs) with a provision to accept oversubscriptions of up to 10,000,000 Shares may to raise an additional $2,000,000 (before costs).

This Prospectus also contains an offer of Lead Manager Options to the Lead Manager and is also being issued to facilitate secondary trading of the underlying securities to be issued upon exercise of the Lead Manager Options.

It is proposed that the Offers will close at 5.00pm (WST) on 15 January 2021. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time.

This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document.

Investment in the Securities offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 5 for a summary of the key risks associated with an investment in the Securities.

CORPORATE DIRECTORY

Directors

Justin Boylson – Non-Executive Chairman Michael Dunbar – Managing Director Simon Andrew - Non-Executive Director

Lawyers

DLA Piper Australia Level 21 240 St Georges Terrace Perth WA 6000 Australia

Company Secretary

Alan Armstrong

Registered Office

Level 11 216 St Georges Terrace Perth WA 6000

Telephone: + 61 9481 0389 Facsimile: + 61 9463 6103

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

Auditor*

BDO Audit (WA) Pty Ltd Level 1 38 Station Street Subiaco WA 6008

Independent Accountant

BDO Corporate Finance (WA) Pty Ltd Level 1 38 Station Street Subiaco WA 6008

Share Registry*

Lead Managers

Automic Pty Ltd Level 2 267 St Georges Terrace Perth WA 6000

Canaccord Genuity (Australia) Limited Level 15, 333 Colins Street Melbourne Victoria 3000

Proposed Stock Exchange Listing

Australian Securities Exchange (ASX)* Proposed ASX Code: M24

These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

	CONTENTS
1.	INVESTMENT OVERVIEW ............................................................................ 6
2.	DETAILS OF OFFER ................................................................................... 15
3.	COMPANY OVERVIEW .............................................................................. 22
4.	PROJECTS .................................................................................................. 25
5.	RISK FACTORS .......................................................................................... 40
6.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ................. 48
7.	FINANCIAL INFORMATION ........................................................................ 56
8.	INDEPENDENT ACCOUNTANT'S REPORT .............................................. 64
9.	INDEPENDENT GEOLOGISTS REPORT ................................................... 72
10.	SOLICITOR’S REPORT ON TENEMENTS ............................................... 158
11.	Material Contracts .................................................................................... 196
12.	ADDITIONAL INFORMATION ................................................................... 199
13.	AUTHORISATION ..................................................................................... 216
14.	GLOSSARY OF TERMS ........................................................................... 217
	INDICATIVE TIMETABLE*
Lodgement of Prospectus with ASIC 14 December 2020
Opening Date of the Offers 22 December 2020
Closing Date of the Offers 15 January 2021
Expected date for allotment of Shares and issue date for 29 January 2021
Lead	Manager Options
Despatch of holding statements 1 February 2021
Expected date for quotation on ASX 1 February 2021

*The above dates are indicative only and may change without notice. The Company reserves the right to amend the timetable at any time. In particular, the Company reserves the right to close the Offers early, extend the Closing Date, accept late Applications or cancel the Offers before settlement without notifying any recipients of this Prospectus or any Applicants. If the Offers are cancelled before the issue of Securities, then all Application Monies will be refunded in full (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. Investors who wish to submit an Application are encouraged to do so as soon as practicable after the Offers open.

IMPORTANT NOTICE

This Prospectus is dated, and was lodged with ASIC on, 14 December 2020. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5.00pm WST on that date which is thirteen (13) months after the date this Prospectus was lodged with ASIC. No Securities will be issued on the basis of this Prospectus after that expiry date.

Application will be made to ASX within seven (7) days of the date of this Prospectus for Official Quotation

of the Shares the subject of the Offer.

No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers.

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

Exposure Period

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

Electronic Prospectus and Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at www.mambaexploration.com.au. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company. Contact details for the Company and details of the Company's registered office are detailed in the Corporate Directory. The Offer constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and relevant Application Form within Australia.

Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from www.mambaexploration.com.au. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

Prospective investors wishing to subscribe for Shares under the Offer should complete the Application Form. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

Website

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

Foreign Investors

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

The Securities being offered under this Prospectus are being offered to Shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (incidental offers) Exemption Notice 2016 (New Zealand). This Prospectus is not an investment statement or prospectus under New Zealand law.

Speculative Investment

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

Prospective investors should carefully consider whether the Securities offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 5 for details relating to the key risks applicable to an investment in the Securities.

Using this Prospectus

Persons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the Securities offered pursuant to this Prospectus. If persons considering subscribing for Securities offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice.

Privacy Statement

To apply for Shares you will be required to provide certain personal information to the Company and the Share Registry. The Company and the Share Registry will collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. The Corporations Act and taxation law requires some of this personal information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes detailed in this Privacy Statement and may disclose it for those purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If an Applicant becomes a Shareholder, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the Shares held) in its public register. The information contained in the Company's public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company's register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its Shareholders) and compliance by the Company with its legal and regulatory requirements.

You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information. You can request access to your personal information by contacting the Share Registry on 1300 288 664 (from within Australia) or +61 2 9698 5415 (from outside Australia), Monday to Friday, between 8:30 am and 5:00 pm Perth time.

If any of your information is not correct or has changed, you may require it to be corrected.

Forward-Looking Statements

This Prospectus contains forward-looking statements which can be identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties.

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

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 5. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

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

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

Mineral Resources and Ore Reserves Estimates

Mineral Resources and Ore Reserves estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, Mineral Resources and Ore Reserves estimates are inherently imprecise and rely to some extent on interpretations made. Additionally, Mineral Resources and Ore Reserves estimates may change over time as new information becomes available. If the Company encounters mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, any Mineral Resources and Ore Reserves estimates may need to be altered in a way that could adversely affect the Companyʹs operations.

Proximate Statements

The Company Overview and Projects in Sections 3 and 4 of this Prospectus contain references to other parties either nearby or proximate to the Projects and includes references to topographical or geological similarities to that of the Projects. It is important to note that such discoveries or geological similarities do not in any way guarantee that the Company will have any success or similar successes in delineating a Mineral Resource on the Projects, if at all.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus.

Currency

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. All references to "$" or "A$" are references to Australian dollars.

Time

All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.

Glossary

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 14.

Competent Person’s Statement

The information in this report that relates to Exploration Results is based on information compiled by Mr Robert Wason, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Wason is Senior Consultant - Geology at Mining Insights Pty Ltd. Mr Wason has sufficient experience in exploring, mining and estimating base metal and gold deposits that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code.

Mr Wason consents to the inclusion in this report of the matters that are based on, and fairly represent information and supporting documentation prepared by him in the form and context in which it appears.

LETTER FROM THE CHAIRMAN

Dear Investor

On behalf of the Directors of Mamba Exploration Limited ( Company ), I am pleased to offer you an opportunity to invest in Mamba Exploration Ltd.

Mamba has assembled a portfolio of highly prospective mineral exploration assets in the Ashburton, Kimberley, Darling Range and Great Southern regions of Western Australia. The projects in the Ashburton and Great Southern are prospective for gold whilst those in the Kimberley and Darling Range are prospective for base metals such as copper, nickel and manganese.

Mamba’s focus immediately after listing on the ASX will be to explore the Calyerup Creek and Darling Range Projects. Calyerup Creek contains historical gold workings and several exciting gold targets that the Company plan to systematically test.

The Darling Range project is prospective for nickel and is located nearby Chalice Gold’s (ASX: CHN) recent Julimar discovery. The Darling Range Project is located close to Perth and associated infrastructure.

Both these projects have historical targets on which the Company plans to conduct further testing. The aim of this exploration is to discover an economic mineral resource with the potential to be developed by the Company. An economic resource has the potential to generate significant value for shareholders.

Mamba’s Board comprises of Directors that have significant experience across sectors including mineral exploration, corporate finance, commodities trading and mine development. In addition, members of the Board have worked in Australia, Asia, Africa and North America.

The Prospectus is seeking to raise a minimum of A$5,000,000 and a maximum of A$7,000,000 (before associated costs) via the issue of between 25,000,000 Shares to 35,000,000 Shares at an issue price of A$0.20 per Share. The purpose of the Offer is to provide funds for the Company to undertake systematic exploration of the Projects, general administration and working capital purposes, assist the Company to achieve an ASX listing, assist the Company to complete the acquisition of the Tenements, acquire the tenements it has applied for and identify other acquisition opportunities. The Prospectus also includes the Lead Manager Offer to ensure the shares to be issued upon exercise of the Lead Manager Options are freely tradeable.

The Prospectus contains detailed information about the Offer and the current and proposed operations of the Company, as well as the risks pertaining to an investment in the Company. Potential investors should carefully consider those risks detailed in Section 5, which include, but are not limited to:

the high risk associated with investment in exploration undertakings;
that completion under the Tenement Sale Agreements has not yet occurred;
a number of the tenements in which the Company is seeking to acquire an interest are, as at the date of this Prospectus ungranted tenements;
title, environmental, native title and heritage risks associated with mining activities; and
risks associated with COVID-19.

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

Yours faithfully

Justin Boylson

1. INVESTMENT OVERVIEW

The information below is a selective overview only. Prospective investors should read this Prospectus in full before deciding whether to invest in the Shares the subject of the Offer. If you are in doubt as to the course you should follow, please consult your professional advisors.

Topic	Summary	More Information
A. Company and Business Overview
Who is issuing this Prospectus?	Mamba Exploration Limited (MambaorCompany), a public company incorporated in Australia with Australian Company Number 644 571 826.	Section 3
What does the Company do?	The Company is an early stage exploration and development company focused on exploration of the Projects and successfully completing its applications for tenements. Since incorporation, on 23 September 2020, the Company has entered into the Tenement Sale Agreements to acquire the tenements comprising the following:  Darling Range Project;  Calyerup Creek Project;  Ashburton Project; and  Kimberly Project. Following completion of the Offer the Company intends to undertake further exploration activities on the Projects.	Sections 3.3 and 4
Why is the Company seeking to raise funds?	The purpose of the Offer is to:  fund the systematic exploration of the Projects and tenement applications;  pay part consideration for the acquisition of the Projects;  facilitate the listing of the Company on the ASX; and  provide a liquid market for Shares and an opportunity for employees and other persons to invest in Mamba. The proceeds of the Offer will be applied to:  exploration expenditure;  directors’ fees;  general administration;  future acquisition costs;  reimbursement of expenditure to the Vendors;  pay the expenses of the Offer;  cash reserves and working capital.	Section 2.7

MAMBA EXPLORATION LTD PROSPECTUS 6

Topic	Summary	More Information
What is the Company's financial position?	Assuming the Company raises A$5,000,000 (refer to Section 2.2), the Company's pro forma statement of financial position as at 30 September 2020 has net assets of A$8,409,445. This takes into account the Offer, net of costs, as detailed in Section7. Relevant financial information in respect to the Company, including a pro forma statement of financial position detailing the effect of the Offer, is in Section 7.3.	Section 7
How will the Company report to Shareholders on the performance of its activities?	The Company will send to its Shareholders an annual report and will also release information to Shareholders in accordance with the continuous and periodic disclosure requirements of the Listing Rules. Further information regarding the Company will be available on the ASX announcements platform at www.asx.com.au and will also be available on the Company's website at www.mambaexploration.com.au.	Section 3
Will the Company pay dividends?	The extent, timing and payment of any dividends in the future will be determined by the Directors based on a number of factors, including future earnings and the financial performance and position of the Company. While it is the aim of the Company that, in the longer term, its financial performance and position will enable the payment of dividends, at the date of this Prospectus, the Company does not intend, or expect, to declare or pay any dividends in the immediately foreseeable future, given that its focus will be on exploration of its Projects and it will not be generating revenue.	Section 3.7
How does the Company make money?	The Company is currently focussed on exploration of its Projects and will not generate revenue in the near term. If the exploration activities are successful and it identifies mineral deposits that are commercially viable to develop and mine, it will develop these deposits and commence mining activities. Only then will it generate operating revenue.
B. Key Risks
What are the key risks of investing in the Company?	Some of the key risks of investing in the Company are detailed below. The list of risks is not exhaustive and further details of these risks and other risks associated with an investment in the Company are described in Section 5.  Exploration risk The exploration licences to be acquired by the Company are at early stages of exploration and potential investors should understand that mineral exploration is a high-risk undertaking. There can be no assurance that exploration of these licences, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit.	Section 5

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Topic	Summary	More Information
	The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, local title processes, changing government regulations and many other factors beyond the control of the Company.  Completion of acquisitions The Company has entered into five agreements to acquire Tenements that have yet to be completed. While completion has not occurred, there remains a risk that completion and the registration of those Tenements in the name of the Company may not occur. The Company has no reason to believe that any of the vendors would fail to comply with the requirements of those agreements, and it is expected that all of these agreements will be completed and the Company acquire title to those Tenements prior to the Company listing on the ASX.  Transfer of Tenements The transfer of a number of the tenements to which the Company has entered into agreements to acquire are subject to the receipt of the consent of the relevant Minister of the Western Australian Government. While the Company sees no reason that the Minister will withhold his consent, if such consent is not received, the Company will not have any legal right to receive those tenements. The Company will undertake all actions needed to try and ensure that its interest in those tenements can be properly registered with the Western Australian government department.  Tenement applications A number of the tenements in which the Company is seeking to acquire an interest are, as at the date of this Prospectus ungranted tenements. If those tenements are not granted by the relevant Government authority and are not capable of being transferred to the Company, the Company will lose the benefit of the areas of those tenements for its exploration activities. There is no guarantee that any of all of those tenement applications will be granted and transferred to the Company.  Title risk Subsequently, the Company’s mining and exploration activities will be dependent upon the maintenance (including renewal) of the tenements in which the Company has or acquires an interest. Maintenance of the Company’s tenements will be dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities. Although the Company has no reason to think that the tenements in

MAMBA EXPLORATION LTD PROSPECTUS 8

Topic	Summary	More Information
	which it currently has an interest will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant authority.  Environmental risks The Company is subject to a number of laws and regulations regarding the protection of the environment. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted. Significant liability could be imposed on the Company for damages, clean-up costs, or penalties and the Company’s social licence may be questioned in the event of certain discharges into the environment, environmental damage caused by previous occupiers or non-compliance with environmental laws or regulations. The Company proposes to minimise these risks by conducting its activities in an environmentally responsible manner, in accordance with applicable laws and regulations and where possible, by carrying appropriate insurance coverage.  Native title and Indigenous heritage In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. Please refer to the Solicitor’s Report on Tenements in Section 10 of this Prospectus for further details. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.  Climate Change Climate change is a risk the Company has considered, particularly related to its operations in the exploration and mining industry. Climate change risks attributable to the Company include: (i) the emergence of new expanded regulations associated with transitioning to a lower carbon economy and market changes related to climate mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts; and (ii) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events

MAMBA EXPLORATION LTD PROSPECTUS 9

Topic	Summary	More Information
	such as increased severity of weather patterns and incidence of extreme weather events. All these risks associated with climate change may significantly change the industry in which the Company operates.  Land Access There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia. Negotiations with both Native Title and land owners/occupiers are generally required before the Company can access land for exploration or mining activities. Inability to access, or delays experienced in accessing, the land may impact on the Company’s activities.  Development and production risk Any future discovery may not be commercially viable or recoverable. For a wide variety of reasons, not all discoveries are commercially viable and even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed and exploited.  Operational risk The operations of the Company may be affected by various factors including logistics, occupational health and safety, environmental management and compliance and failures in internal controls and financial fraud. To the extent that such matters may be in the control of the Company, the Company will mitigate these risks through management and supervision controls. In addition, the investments of the Company may be affected by various factors which are beyond the control of the Company, including adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, plant and equipment, fire, explosions and other incidents beyond the control of the Company. The operations of the Company may also be affected by natural disasters, epidemics, terrorist attacks and other disasters which may materially and adversely affect the economy in Australia and the Company's business.  Funding risks The Company has no operating revenue and is unlikely to generate any operating revenue unless and until one or more of its projects are successfully developed and production commences. Exploration and development costs and pursuit of its business plan will reduce the Company's current cash reserves and the amount raised under the Offer. Any additional equity financing may be dilutive to Shareholders,may be undertakenatlowerprices thanthe

MAMBA EXPLORATION LTD PROSPECTUS 10

Topic	Summary	More Information
	then market price (or Offer Price) or 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. No assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities and could affect the Company's ability to continue as a going concern. The Company may undertake additional offerings of Shares and 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, the voting power of the Company's existing shareholders will be diluted. Financial failure, default or contractual non-compliance on the part of such third parties may have a material impact on the Company's operations and performance. It is not possible for the Company to predict or protect the Company against all such risks.  COVID-19 The ongoing COVID-19 pandemic has had a significant impact on the global economy and the ability of businesses, individuals, and governments to operate. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the pandemic on the Company’s business (or on the operations of other businesses on which it relies), and there is no guarantee that the Company’s efforts to address the adverse impacts of COVID-19 will be effective. The impact to date has included periods of significant volatility in financial, commodities and other markets. This volatility, if it continues could have an adverse impact on the Company’s people, communities, suppliers or otherwise on its business, financial condition and results of operations. The pandemic may lead to delays or restrictions regarding land access and the Company’s ability to freely move people and equipment to and from the Company’s exploration projects, leading to delays and cost increases. There continues to be considerable uncertainty as to the duration and further impact of COVID-19, including (but not limited to) government, regulatory or health authority actions, work stoppages, lockdowns, quarantines, and travel restrictions.

MAMBA EXPLORATION LTD PROSPECTUS 11

Topic	Summary	More Information
	The impact of some or all of these factors could cause significant disruption to the Company’s operations and financial performance.
C. Summary of the Offer
What is the Offer and what are its key terms?	The Company is offering 25,000,000 Shares at an issue price of A$0.20 each to raise A$5,000,000 (before associated costs). Oversubscriptions of up to a further 10,000,000 Shares (at an issue price of A$0.20 per Share) to raise an additional A$2,000,000 may be accepted.	Section 2.1
What is the effect of the Offer on the capital structure of the Company?	The Shares issued under the Offer will represent approximately 49.0 % of the enlarged issued share capital of the Company following the Offer. If the Company accepts oversubscriptions of 10,000,000 Shares, the Shares issued under the Offer will represent approximately 57.4% of the enlarged issued share capital of the Company following the Offer. The Company will also issue 4,000,000 Options to the Lead Manager, which have an exercise price of $0.25 and an expiry date of three years from the date of Admission.	Section 2.8
Minimum subscription to the Offer?	The minimum subscription under the Offer is 25,000,000 Shares to raise A$5,000,000 (before associated costs).	Section 2.2
Will the Shares be listed?	The Company will apply to ASX for admission to the official list of ASX and quotation of Shares on ASX under the code "M24". Completion of the Offer is conditional on ASX approving its application for admission. If approval of the Company’s listing application is not given by ASX within three months after such an application is made, all Application Monies received will be dealt with in accordance with the requirements of the Corporations Act.	Section 3
Is the Offer underwritten?	The Offer is not underwritten.	Section 2.17
What is the Lead Manager Offer?	The Company is offering up on 4 million new Options to the Lead Manager (or its nominee) in part consideration for acting as Lead Manager of the Offer. The Lead Manager Offer may only be accepted by the Lead Manager (or its nominee).	Section 2.4
D. Directors and Related Party Interests and Arrangements
Who are the Directors and what qualifications do the Directors have?	The Board consists of:  Justin Boylson – Non-Executive Chairman;  Michael Dunbar – Managing Director; and	Section 6.1

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Topic	Summary	More Information
	 Simon Andrew – Non-Executive Director. The profiles of each of the Directors are set out in Section 6.1.
What benefits are being paid to Directors?	The Directors are entitled to the following annual remuneration and fees (exclusive of superannuation):  Justin Boylson – $55,000;  Michael Dunbar – $250,000; and  Simon Andrew – $45,000.	Section6.4
What interests do Directors have in the securities of the Company?	The direct and indirect interests of the Directors in securities of the Company as at the date of this Prospectus are as follows:  Michael Dunbar – 1,266,667 Shares and 2,500,000 Options;  Justin Boylson - 1,500,001 Shares and 1,500,000 Options; and  Simon Andrew - 1,500,000 Shares and 1,500,000 Options. The Options have an exercise price of $0.25 and an expiry date of three years after the date the Options are issued. Refer to Section 12.3 for a summary of the terms of the Options.	Section 6.2
What contracts and/or arrangements with related parties is the Company a party to?	The Company is a party to the following related party agreements:  Executive Service Agreement and Director Appointment Letters- an executive services agreement with Michael Dunbar and non-executive director appointment letters with each of Justin Boylson and Simon Andrew;  Deeds of Indemnity- deeds of indemnity and insurance with each of the Directors.	Section 6.5
Will any Shares be subject to escrow?	It is expected that the Lead Manager Options, Vendor Shares and Directors’ Shares and Options will be subject to a mandatory escrow, the term of the escrow will be determined by ASX.	Section12.10
E. Applications and Other Information
Who is eligible to participate in the Offer?	The Offer is open to all investors with a registered address in Australia and New Zealand.	Important Notices
How do I apply for Shares?	Applications under the Offer can be made by completing the Application Form, in accordance with the instructions accompanying the Application Form.	Section 2.10

MAMBA EXPLORATION LTD PROSPECTUS 13

Topic	Summary	More Information
What is the allocation policy?	The Directors, in consultation with the Lead Manager, will allocate Shares at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward.	Section 2.6
What is the cost of the Offer?	The expenses of the Offer are estimated to be approximately A$505,000. If the Company accepts oversubscriptions of 10,000,000 Shares, the expenses of the Offer are estimated to be approximately A$635,000. A conditional management fee of A$40,000 will be paid to the Lead Manager if more than $6,000,000 is raised under the Offer.	Section 12.8
F. Further Information
How can I obtain further information?	Further information can be obtained by reading this Prospectus and consulting your professional advisors. You can also contact the Company Secretary on +61 8 9481 0389.	Corporate Directory
Company contact	You can contact Company Secretary on +61 8 9481 0389.	Corporate Directory

MAMBA EXPLORATION LTD PROSPECTUS 14

2. DETAILS OF OFFER

2.1 The Offer

This Prospectus invites investors to apply for 25,000,000 Shares at an issue price of A$0.20 each to raise A$5,000,000 (before associated costs). Oversubscriptions of up to 10,000,000 Shares may be accepted by the Company (refer to Section 2.3 for further details).

All Shares offered under this Prospectus will rank equally with the existing Shares on issue. Refer to Section 12.1 for details of the rights attaching to Shares.

Refer to Section 2.10 for details on how to apply for Shares under the Offer.

The Company reserves the right not to proceed with the Offer at any time before the allotment of Shares under the Offer. If the Offer does not proceed, Application Monies received by the Company will be refunded in full without interest, in accordance with the Corporations Act.

The Company also reserves the right to close the Offer early, to accept late Applications or extend the Closing Date (in certain circumstances) without notifying any recipient of this Prospectus or any Applicant.

2.2 Minimum Subscription

The minimum total subscription under the Offer is 25,000,000 Shares to raise A$5,000,000 (before associated costs) ( Minimum Subscription ).

None of the Shares offered under this Prospectus will be issued if Applications are not received for the Minimum Subscription. Should Applications for the Minimum Subscription not be received within three months from the date of this Prospectus, the Company will either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).

2.3 Oversubscriptions

Oversubscriptions of up to 10,000,000 Shares (at an issue price of A$0.20 per Share) may be accepted by the Company.

If the Company accepts the maximum number of oversubscriptions then the number of Shares issued under this Prospectus will be 35,000,000 and the amount that will be raised under this Prospectus will be A$7,000,000 (before associated costs).

2.4 Lead Manager Offer

This Prospectus also includes an offer of up to 4 million Options ( Lead Manager Options ) with an exercise price of $0.25 and an expiry date of 3 years from the date the Company is admitted to the Official List of the ASX to Canaccord Genuity (Australia) Limited (or its nominee) ( Lead Manager ) as part of fees payable to the Lead Manager in respect to Offer ( Lead Manager Offer ).

The Lead Manager Options offered under this Prospectus will have the terms and conditions detailed in Section 12.4.

The Lead Manager Offer is being made with disclosure under this Prospectus to facilitate secondary trading of the Shares to be issued upon exercise of the Lead Manager Options. Issuing the Lead Manager Options under this Prospectus will enable persons who are issued the Lead Manager Options to on-sell the Shares issued on exercise of the Lead Manager Options pursuant to ASIC Corporations Instrument 2016/80.

MAMBA EXPLORATION LTD PROSPECTUS 15

The Lead Manager (and/or its nominees) should refer to Section 2.10 for details of how to accept the Lead Manager Options.

2.5 Objectives of the Company

The Company's main objectives upon completion of the Offer are to:

(a) Complete the acquisition of the Projects and explore the Tenements that have the potential to host an economic mineral deposit capable of being developed;
(b) Do all things necessary to acquire the other tenements for which it has applied to be granted; and
(c) Identify and assess other opportunities for tenement applications or acquisitions and where deemed appropriate or in the interests of Shareholders, the Company may expand its Tenement holding within or outside Western Australia.

Refer to Sections 3 and 4 for further details of the current projects and the Company's proposed future activities.

2.6 Purpose of Prospectus

The purpose of this Prospectus is to:

(a) raise A$5,000,000 (before associated costs) pursuant to the Offer, with the potential to raise an additional A$2,000,000;
(b) make the Lead Manager Offer;
(c) ensure that the on-sale of the underlying Shares to be issued upon exercise of the Lead Manager Options is in accordance with ASIC Corporations Instrument 2016/80;
(d) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; and
(e) position the Company to seek to achieve the objectives detailed in Section 2.4.

2.7 Funding Allocation

As at the date of this Prospectus the Company has cash reserves of approximately A$322,300.

The Board believes that its current cash reserves and the funds raised from the Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.

The following table shows the expected use of funds in the two year period following admission of the Company to the Official List:

Item	A$5 million Raised	%	A$7 million Raised	%
Cash reserves as at the date of this Prospectus1	322,300	6.05%	322,300	4.40%
Funds raised from the Offer	5,000,000	93.95%	7,000,000	95.60%
Total Funds Available	5,322,000	100%	7,322,000	100%
Exploration Expenditure	2,927,000	55.00%	3,777,000	51.58%

MAMBA EXPLORATION LTD PROSPECTUS 16

Item	A$5 million Raised	%	A$7 million Raised	%
Future Acquisition Costs	-	0%	1,020,000	13.93%
Reimbursed Expenditure to Vendors	190,000	3.57%	190,000	2.59%
Cost of the Offer	505,000	9.49%	635,000	8.67%
General Working Capital2	1,700,000	31.94%	1,700,000	23.22%
Total funds allocated	5,322,000	100%	7,322,000	100%

Note:

During the period between 30 September 2020 (being the date on which the Financial Information, detailed in Section 7, was settled) to the date of this Prospectus, the Company has incurred an estimated expenditure of A$78,000).
Working capital expenditure is to be applied towards and administration costs associated with the Company. These costs include wages and salaries, occupancy costs, professional consultants fees, compliance and reporting costs associated with running an ASX listed company, as well as other typical administration costs.

Shareholders should note that the above estimated expenditures will be subject to modification on an ongoing basis depending on the progress of the Company's activities. Due to market conditions and/or any number of other factors (including the risk factors outlined in Section 5), actual expenditure levels may differ significantly to the above estimates.

The Board believes that its current cash reserves and the funds to be raised from the Offer (with or without oversubscriptions) will provide the Company with sufficient working capital at the time of Admission to carry out the Company’s objectives in Section 2.5).

2.8 Capital Structure

On the basis that the Company completes the Offers on the terms in this Prospectus, the Company's capital structure will be as follows:

	Shares	Options
On issue as at the date of this Prospectus	8,333,338	6,000,000
Shares issued to Vendors
(subject to successful	17,650,000	Nil
completionofthe Offer)
Shares issued under the Offer
(assuming Minimum	25,000,000	Nil
Subscription)
Lead Manager Options	Nil	4,000,000
Total	50,983,338	10,000,000
Shares issued under the Offer (assuming oversubscriptions)	10,000,000	Nil
Total	60,983,338	10,000,000

2.9 Forecasts

Due to the nature of the Company's business activities and the market in which it operates, there are significant uncertainties associated with forecasting future revenues (if any) from the Company's proposed activities.

MAMBA EXPLORATION LTD PROSPECTUS 17

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.

Refer to Section 3 for further information in respect to the Company's existing activities.

2.10 How to Apply

(a) Offer

Applications for new Shares offered under the Offer may only be made on the appropriate Application Form attached to and forming part of this Prospectus. Please read the instructions on the Application Form carefully before completing it.

Applications for Shares under the Offer must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of A$0.20 per Share. The Company and Lead Manager reserve the right to aggregate any applications which they believe are multiple applications from the same person, or to reject or scale back any applications.

A completed Application Form is an offer by an Applicant to the Company to apply for the amount of Shares specified in the Application Form on the terms and conditions set out in this Prospectus (including any supplementary or replacement document) and the Application Form. To the extent permitted by law, an Application by an Applicant is irrevocable.

The Company reserves the right to decline any Application and all Applications in whole or in part, without giving any reason. Applicants under the Offer 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. Acceptance of an Application will give rise to a binding contract.

Completed Application Forms and accompanying cheques, made payable to “Mamba Exploration Limited – Share Issue Account” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date. The Company and the Lead Manager may elect to extend the Offer or any part of it, or to accept late applications in particular cases or generally. The Offer, or any part of it, may be closed at an earlier date or time without notice, or your Broker may impose an earlier closing date. Applicants are therefore encouraged to submit their Application Forms as soon as possible. Please contact your Broker for instructions.

For online Applications, Applicants can apply online with payment made electronically via Bpay®. Investors applying online will be directed to use an online Application Form at https://investor.automic.com.au/#/ipo/mambaexploration and make payment by Bpay®. Applicants will be given a Bpay® biller code and a customer reference number (CRN) unique to the online Application once the online Application Form has been completed.

Bpay® payments must be made from an Australian dollar account of an Australian institution.

You should be aware that your financial institution may implement earlier cut off times with regard to electronic payment and you should take this into consideration when making payment. None of the Company, the Lead Manager or the Share Registry takes any responsibility for any failure to receive Applications Monies or

MAMBA EXPLORATION LTD PROSPECTUS 18

payment before the Offer closes arising as a result of, among other things, delays in processing of payments by financial institutions.

If you have received an Application from your Broker, you should complete and lodge your Application Form and Application Monies with the Broker from whom you received your firm allocation of Shares.

For more information, Applicants should refer to the Offer Website www.mambaexploration.com.au or contact the Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5415 (outside Australia) from 9:00am to 5:00pm (AWST), Monday to Friday (excluding public holidays).

(b) Lead Manager Offer

The Lead Manager Offer is an offer to the Lead Manager (or its nominees) only.

Only the Lead Manager (or its nominees) can accept the Lead Manager Options under the Lead Manager Offer. A personalised Lead Manager Offer Application Form will be issued to the Lead Manager (and/or their nominees) together with a copy of this Prospectus. The Company will only provide a Lead Manager Offer Application Form to the Lead Manager.

2.11 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System ( CHESS ), which is the ASX electronic transfer and settlement system in Australia, in accordance with the Listing Rules and ASX Operating Rules. Settlement of trading of quoted securities on the ASX market takes place on CHESS. CHESS allows for and requires the settlement of transactions in securities quoted on ASX to be effected electronically. On admission to CHESS, the Company 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 register of Shareholders.

The Company will not issue certificates of title to Shareholders. Instead, as soon as is practicable after allotment, successful Applicants will receive a holding statement which sets out the number of Shareholders issued to them, in much the same way as the holder of shares in an Australian incorporated ASX-listed entity would receive a holding statement in respect of shares. A holding statement will also provide details of a Shareholder's HIN (in the case of a holding on the CHESS sub-register) or SRN (in the case of a holding on the issuer sponsored sub-register).

Following distribution of these initial holding statements, an updated holding statement will only be provided at the end of any month during which changes occur to the number of Shares held by Shareholders. Shareholders may also request statements at any other time (although the Company may charge an administration fee).

2.12 ASX Listing and Official Quotation

Within 7 days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and for the Shares, including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as restricted securities).

If ASX does not grant permission for Official Quotation within 3 months after the date of this Prospectus (or within such longer period as may be permitted by ASIC) none of the Shares offered by this Prospectus will be allotted and issued. If no allotment and issue is made, all Application Monies will be refunded to Applicants (without interest) as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

MAMBA EXPLORATION LTD PROSPECTUS 19

2.13 Allotment

Application Monies will be held in trust for Applicants until the allotment of the Shares. Any interest that accrues will be retained by the Company. No allotment of Shares under this Prospectus will occur unless:

(a) the Minimum Subscription is achieved (refer to Section 2.2); and
(b) ASX grants conditional approval for the Company to be admitted to the Official List (refer to Section 2.12).

The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the Closing Date.

Subject to the matters in Section 2.12, Shares under the Offer are expected to be allotted on the Allotment Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

2.14 Risk Factors of an Investment in the Company

Prospective investors should be aware that an investment in the Company should be considered highly speculative and involves a number of risks inherent in the business activities of the Company. Section 5 details the key risk factors which prospective investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to invest in the Company.

This Prospectus should be read in its entirety as it provides information for prospective investors to decide whether to invest in the Company. If you have any questions about the desirability of, or procedure for, investing in the Company please contact your stockbroker, accountant or other independent adviser.

2.15 Overseas Applicants

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

The distribution of this Prospectus within jurisdictions outside of Australia and New Zealand may be restricted by law and persons into whose possession this Prospectus comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws.

This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any

person to whom, it would be unlawful to issue this Prospectus.

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 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.

2.16 Restricted Securities

None of the Shares issued pursuant to the Offer will be subject to any ASX imposed escrow restrictions. However, ASX may determine that certain Shares and Options on issue prior to the Offer may be classified as restricted securities and may be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Shares and Options (if any) are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner.

MAMBA EXPLORATION LTD PROSPECTUS 20

The Company will announce to the ASX full details (quantity and duration) of the Shares and Options (if any) required to be held in escrow prior to the Shares commencing trading on ASX.

2.17 Underwriting

The Offer is not underwritten.

2.18 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Offers in which case the Company will return all Application Monies (without interest) in accordance with the requirements of the Corporations Act.

2.19 Paper Copies of Prospectus

The Company will provide paper copies of this Prospectus (including any supplementary or replacement document) and the applicable Application Form to investors upon request and free of charge. Requests for a paper copy from Australian resident investors should be directed to the Company Secretary on +61 8 9481 0389 for further details.

2.20 Enquiries

This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser. Enquiries from Australian resident investors relating to this Prospectus, or requests for additional copies of this Prospectus, should be directed to the Company Secretary on +61 8 9481 0389.

MAMBA EXPLORATION LTD PROSPECTUS 21

3. COMPANY OVERVIEW

3.1 Executive Summary

Mamba Exploration Limited ( Company ) is a public company incorporated in Australia with Australian Company Number 644 571 826.

The Company is a mineral exploration Company. The Company has entered into conditional Tenement Sale Agreements to acquire projects located in the Darling Range, Great Southern, Ashburton and Kimberley regions of Western Australia. These projects are prospective for gold, nickel, copper, cobalt and silver.

The Company’s business model is focussed on delivering exploration success and discovery of a potentially economic mineral deposit capable of being developed.

3.2 Business Overview

The Company is an exploration stage company and does not expect to generate any revenue in the near term. The Company’s focus will primarily be on the exploration and development of the portfolio of exploration projects it will acquire under the Tenement Sale Agreements and, if the Directors determine appropriate, examining additional opportunities with a view to acquiring suitable exploration or mining leases to complement the existing portfolio of exploration projects.

3.3 Mamba Exploration's Projects

Subject to completion of the Tenement Sale Agreements, the Company will have four main project areas in Western Australia, comprising:

(a) Darling Range Project – nickel, copper & PGE;
(b) Calyerup Creek Project – gold;
(c) Ashburton Project – gold, and
(d) Kimberly Project (Copper Flats, Ruby Plains and Speewah East) – nickel, copper, cobalt, silver & gold.

3.4 Corporate Structure of the Group

The Company is a newly formed Australian public company which was incorporated on 23 September 2020. The Company has one wholly owned subsidiary, Worthy Exploration Pty Ltd, which was incorporated on 1 October 2020.

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3.5 COVID-19

At the date of this Prospectus, the Company has not been significantly impacted by the effects of the COVID-19 pandemic. However, the Company continues to monitor the ongoing impact of the pandemic and investors should consider the potential ongoing impact of COVID-19 on the Company and globally.

The impact of COVID-19 could cause significant disruption to the Company’s operations and financial performance. Refer to Section 5 for further details.

3.6 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities, pursuant to the Offers, 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 or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

3.7 Dividend Policy

The extent, timing and payment of any dividends in the future will be determined by the Directors based on a number of factors, including future earnings and the financial performance and position of the Company.

At the date of issue of this Prospectus, the Company does not intend to declare or pay any dividends in the immediately foreseeable future. As the Company is currently focussed on the exploration of its Tenements it does not expect to generate revenue in the near term. However, it is the aim of the Company that, in the longer term, its financial performance and position will enable the payment of dividends.

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

3.8 Equity Incentive Plan

The Company has adopted an equity incentive scheme to align the interests of key employees, Directors and other personnel of the Company with the interests of Shareholders for their longterm mutual benefit. Refer to Section 12.4 for further details.

3.9 Corporate Social Responsibility

The Company is committed to the goal of upholding business integrity and social responsibility by integrating and balancing social and economic considerations in our governance and decision making. The Company supports a culture of openness and trust in all management and business practices. The Company is committed to acting in good faith and exercise due care; to comply with relevant legislation and regulations, and to proactively promote ethical behaviour.

The Company recognises the importance of managing and developing human capital and that a positive work environment would attract, motivate and retain talent. The Company is an equal opportunity employer that adopts fair employment practices in our recruitment.

MAMBA EXPLORATION LTD PROSPECTUS 23

3.10 People

The Company currently has one full-time employee, being Mr Michael Dunbar, the Managing Director and Chief Executive Officer.

3.11 Health, Safety and Environment

The Company is committed to the health and safety of its workforce and the protection of the environment in the provision of products and services. The Company values each individual employee and recognises that the duty of care, responsibilities and obligations are a reciprocal relationship between the company and its workforce. The Company believes all injuries and occupational illnesses are preventable, and its priority is to prevent any fatalities, injuries and/or illness arising from employment with the Company during the course of employment.

MAMBA EXPLORATION LTD PROSPECTUS 24

4. PROJECTS

4.1 Introduction

Through the Tenement Sale Agreements (refer to Section 11.1), the Company has built a diverse portfolio of exploration projects in Western Australia. The Company is focused on the exploration for nickel, copper and gold. The Projects are located in the Darling Range east of Perth, in the northern Gascoyne / southern Ashburton, Kimberly and Great Southern regions of Western Australia.

The Company’s initial exploration focus is directed predominately towards nickel, copper and gold in the following established mineral districts which are detailed in Figure 4.1:

(a) Darling Range Project – nickel, copper & PGE;
(b) Calyerup Creek – gold;
(c) Ashburton – gold and
(d) Kimberly (Speewah East, Copper Flats and Ruby Plains) – nickel, copper, cobalt, silver & gold,

(together the Projects ).

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Figure 4.1: Portfolio of Projects

MAMBA EXPLORATION LTD PROSPECTUS 25

4.2 Darling Range Project

The Darling Range project comprises of one granted exploration license (Black Hill – E70/5147) and two exploration licence applications (Batty Bog – E70/5329 and Mistake Creek E70/5403). The project covers 26 blocks or approximately 75km[2] and is located between 100km and 120km north-east of Perth. The nearby country towns include Northam, Toodyay and New Norcia and Gingin being 40km to the west (Figure 4.2).

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Figure 4.2: Darling Range Project – Location & Access

The project covers parts of the northern portion of the high-grade Jimperding Metamorphic Belt and associated peripheral migmatites. This belt is in the Western Gneiss Terrain, which is the western-most province of the Archaean Yilgarn Block. Outcrops within the project area were noted to be fairly poor and were dominated by North trending dolerite dykes and quartz/quartzite ridges which appear to be structurally controlled.

(a) Exploration History

Black Hills

In 1995, CRA Exploration Pty Limited conducted drilling on the current tenement. The programme was designed to test for gold mineralisation within the laterite and bedrock profile below previously defined surficial Au-As anomalism

CRA Exploration Pty Limited completed 26 drill holes using a custom build RAB/Aircore rig. Significant (>0.5g/t Gold) intersection include:

(i) 93BGR016: 6m @ 0.65g/t Au from 10m (ii) 93BGR011: 2m @ 0.51g/t Au from 6m

MAMBA EXPLORATION LTD PROSPECTUS 26

(iii) 93BGR015: 2m @ 0.5g/t Au from 6m (iv) 93BGR089: 2m @ 1.33g/t Au from 14m (v) 93BGR090: 2m @ 1.37g/t Au from 6m (vi) 93BGR093: 2m @ 0.6g/t Au from 16m

From 2011 to 2013, Fox Resources Limited conducted a 22-rock chip sampling program on the current project area. Anomalous rock chip samples including

(i) 5160: 1720ppm Ni
(ii) 5159: 1450ppm Ni (iii) 5174: 1610ppm Cu (iv) 5162: 1500ppm Cu (v) 5173: 1060ppm Cu (vi) 5164: 1020ppm Cu

Mistake Creek and Batty Bog Tenements

The tenements have had very little historical exploration however based on the regional aeromagnetic data, a package of ultramafic/mafic rocks trend through the tenements. These units to the north and east contain low-grade nickel and copper mineralisation. These units remain untested on the tenements. The Mistake Creek tenement is adjacent to the Mandrake Resources Jimperding project.

Refer to Section 3.5 of the Independent Geologist’s Report for further information.

(b) Exploration Potential

Within the Black Hills tenement, there are several old workings located in the area. Some grey quartz vein float is present around some of the old shafts and most appear to be located on or near banded iron formation float. Additionally, within the tenement, there is a circular magnetic feature, which is interpreted to be an intrusion (Figure 4:3).

Intrusive related nickel, copper and PGE systems are known to occur in the district and the feature is untested. This along with the gold anomaly on the project represent a significant target, particularly in light of the recent nickel, copper and PGE discovery made by Chalice Gold Mines Ltd at Julimar, approximately 30km west of the project. The tenement is prospective for gold and base metals styles of mineralisation with the best opportunity being a search for narrow, high-grade gold shoots.

MAMBA EXPLORATION LTD PROSPECTUS 27

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Figure 4.3: Magnetics highlighting intrusive feature at Black Hills (L) & Batty Bog Tenement (R)

The Batty Bog tenement has had very little historical exploration however based on the regional aeromagnetic data, there appears to be a circular magnetic feature which is either an intrusive feature or a highly folded banded iron formation. This magnetic feature represents a compelling exploration target which warrants testing (Figure 4:3).

The Mistake Creek tenement has had very little historical exploration however based on the regional aeromagnetic data, a package of ultramafic/mafic rocks trend through the tenement. These units along strike to the north and east, on Mandrake Resources Jimperding project, contain low-grade nickel and copper mineralisation which warrants testing on the tenement.

Refer to Section 3.6 of the Independent Geologist’s Report for further information.

4.3 Calyerup Creek Project

The Calyerup Creek Project which is comprised of one exploration license (E70/4998) covers 3 blocks for approximately 8.5km2. It is located approximately 12Km east of Jerramangup township in the Great Southern region of Western Australia.

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Figure 4.4: Calyerup Creek Project Location

MAMBA EXPLORATION LTD PROSPECTUS 28

The Calyerup Creek prospect is located on the southern margin of the Yilgarn Block close to the contact with the Albany Fraser mobile belt. Gold mineralization at Calyerup Creek occurs within an S-shaped belt of shallow to steeply dipping granulites and gneisses approximately six by two kilometres in dimension.

(a) Exploration History

During 1987 - 1989, Aurelia Resources conducted exploration on the central and southern prospect on the current Calyerup Project area (See Figure 4.5).

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Figure 4.5: Calyerup Creek Project – Area Geology (with 1:250,000 GSWA geology)

An extensive soil sampling programme defined a ~4km long gold in soil anomaly. A 38-hole RC drilling was conducted on the project with prospective grades. Significant Intercepts (>0.5 g/t gold) include:

(i) CCRC001 – 4m @ 1.14 g/t gold from 0m (ii) CCRC002 – 5m @ 3.62 g/t gold from 24m including 2m @ 7.61 g/t Au (iii) CCRC003 – 19m @ 0.92 g/t gold from 2m including 7m @ 1.47 g/t Au (iv) CCRC004 – 6m @ 2.76 g/t gold from 20m (v) CCRC006 – 5m @ 4.77 g/t gold from 15m (vi) CCRC007 – 7m @ 1.46 g/t gold from 13m (vii) CCRC008 – 9m @ 4.71 g/t gold from 1m including 3m @ 12.71 g/t Au (viii) CCRC009 – 4m @ 2.21 g/t gold from 14m (ix) CCRC010 – 6m @ 1.23 g/t gold from 11m (x) CCRC011 – 10m @ 1.31 g/t gold from 1m including 3m @ 2.81 g/t Au (xi) CCRC015 – 4m @ 2.76 g/t gold from 17m (xii) CCRC019 – 2m @ 3.37 g/t gold from 10m (xiii) CCRC021 – 9m @ 1.67 g/t gold from 14m (xiv) CCRC023 – 2m @ 2.06 g/t gold from 14m (xv) CCRC024 – 6m @ 1.92 g/t gold from 8m (xvi) CCRC027 – 2m @ 5.17 g/t gold from 16m (xvii) CCRC027 – 1m @ 12.10 g/t gold from 39m to EOH

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(xviii) CCRC029 – 3m @ 2.62 g/t gold from 13m

(xix) CCRC031 – 1m @ 2.82 g/t gold from 26m

(xx) WLCC-P11 – 9m @ 2.63 g/t gold from 10m

(xxi) WLCC-P12 – 7m @ 3.20 g/t gold from 9m including 2m @ 6.00 g/t Au

Figure 4:6 illustrates some of the drilling results achieved during drilling by Aurelia Resources NL from the Southern Prospect.

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Figure 4.6: Calyerup Creek Project – Southern Prospect Cross Section

In 2011, Temby Minerals Pty Ltd explored the Calyerup Creek project. An RC drilling program was carried out, consisting of 15 holes on the north prospect and 7 holes in the central prospect.

Significant Intercepts at Northern Prospect during Temby drilling includes:

(i) TRC2 – 4m @ 1.8 g/t gold form 14m including 1m @ 4.83 g/t gold; and

(ii) TRC16 – 1m @ 9.89 g/t gold from 61m.

Drilling has been undertaken at three separate prospects on the project (Northern, Central and Southern). The central and northern prospects have had limited drilling, this drilling did intersect significant mineralisation. The Southern Prospect has had the bulk of the drilling, however, this drilling has only been very shallow (>25m vertical depth) and the mineralisation remains open at depth and along strike.

Refer to Section 4.3.2 of the Independent Geologist’s Report for further information.

(b) Exploration Potential

Calyerup Creek is an early-stage exploration project in the Albany Frazer tectonic zone. It covers the high-grade Metamorphic Craton Margin setting similar to Tropicanna and Glenburgh.

The historical work carried out is limited and involved predominantly shallow drilling, however, indications of significant mineralisation with drilling intersecting up to 12.7 g/t gold were identified which warrants follow up exploration. The area of Southern prospect is the highest priority drill target with drilling proposed at depth and along strike.

Refer to Section 4.4 of the Independent Geologist’s Report for further information.

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4.4 Ashburton Project

Exploration Licences E08/2913 and E09/2332 and Exploration licence applications E08/3190 & E08/3266 forms the Ashburton Project covering 193 blocks or approximately 580km2 of the established mineralogical terrain of in the eastern part of the Gascoyne Mining District of Western Australia. The project is approximately 190km south of Onslow, 240km west of Paraburdoo and 220km north-east of Carnarvon.

The Ashburton project area lies to the east of the Carnarvon Basin within early Proterozoic rocks of the Morrissey Metamorphic Suite from the Capricorn Orogen in the Gascoyne Complex. Gold mineralisation is associated with quartz veins hosted in the early Proterozoic schists and gneisses of the Morrissey Suite. The gold mineralisation is commonly, but not universally, associated with malachite, chalcopyrite and minor galena with a highly variable structural control and orientation.

Early exploration comprised small scale prospecting chiefly for gold and base metals which is evident by the number of shallow prospecting pits. More recently, work comprised geological mapping around known occurrences, rock chip and stream sediment sampling, reverse circulation (RC) drilling and an induced polarisation interpretation. The project area is prospective given it lies on a major regional structure which separates into numerous “horsetail” structures within the project (see Figure 4.7). This regional setting is similar to the geological setting of the Glenburgh Gold Project (Gascoyne Resources Limited) which contains ~1.0Moz of gold.

Refer to Section 5 of the Independent Geologist’s Report for further information.

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Figure 4.7: Ashburton Project – Regional Geology (with GSWA 1:500,000 geology)

(a) Exploration History

Early exploration around Lyndon Station comprised small scale prospecting chiefly for gold and base metals which is evident by the number of shallow prospecting pits. The main areas of interest include the Lyndon Bettina, Eric’s Find, Broken Thumb and 30 Bob Well.

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and 30 Bob Well areas exploration. During 2009-2011, Integrated Resources Group completed three programs of exploration activities. These includes:

Prospect scale mapping and rock chip sampling results up to 46.5 g/t Au were reported from the mineralised veins at Bettina East.

A total of 31 RC holes were drilled for a total of 1,841m at Eric’s Find, Lyndon Bettina, Bettina East, Skarn, Broken Thumb and Thirty Bob Well prospects significant intersections include:

(i) IRBET001: 1m @ 3.43g/t Au from 21m

(ii) IRBET002: 2m @ 32.85g/t Au from 46m

(iii) IRBET008: 1m @ 9.83g/t Au from 56m (iv) IRBT002: 1m @ 1.88g/t Au from 16m

(v) IRBW003: 2m @ 1.03g/t Au from 38m

Refer to Section 5.4.3 of the Independent Geologist’s Report for further information.

The Osbourne Well tenement (E09/2332) is located approximately 70km to the southeast of the Lyndon area and is located in the major regional structure. The area has had very little previous exploration activity. Exploration to date has consisted predominantly soil sampling and rock chip sampling. This sampling identified a number of significant rock chip results including:

(i) CR6050: 21.50g/t Au (ii) 693: 2.00g/t Au (iii) 695: 11.45g/t Au (iv) 699: 17.65g/t Au

Follow up trenching has been undertaken which identified 3m @ 1.9 g/t gold and 1m @ 5.2 g/t gold beneath the soil anomaly, however this did not adequately explain the rock chip sample results.

Refer to Section 5.5.2 of the Independent Geologist’s Report for further information.

(b) Exploration Potential

Below the historical shallow pits, three narrow quartz veins were modelled that represent a potential drill target. Integrated Resources Limited announced to the ASX shallow drilling intersected up to 4m @ 21.5 g/t and 4m @ 7.7g/t in two of the veins at Lyndon Bettina on 17 November 2010 (See Figure 4:8).

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Figure 4.8: Lyndon Bettina Prospect - exploration model and drill results

The Lyndon area is prospective given it lies on a major regional structure which separates into numerous “horsetail” structures within the project. This regional setting is similar to the geological setting of the Glenburgh Gold Project (owned by Gascoyne Resources Limited) which contains ~1.0Moz of gold. Shallow auger/vacuum drilling is recommended over the project to test below the shallow transported colluvium.

The Osbourne Well area is covered by around 0.5 to 2m of colluvium which masks bedrock anomalism in most cases. The wide-spaced soil sampling is also ineffective in a highly stripped regolith profile in the northern Gascoyne / southern Ashburton region. In the region there is little to no supergene dispersion of gold, as a result, the sampling completed to date does not represent an adequate test of the region, particularly given the regional structure that runs through the project remains untested.

Refer to Section 5.5.3 of the Independent Geologist’s Report for further information.

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4.5 Kimberley Project

The Kimberley Project comprises of 3 sub-projects in the Kimberley region of Western Australia. The project includes Copper Flat, Ruby Plains and Speewah East areas.

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Figure 4.9: Kimberley Project – Location

Copper Flats Area:

The Copper Flats area is comprised of five exploration licence applications (ELA 80/4569, 4586, 5247, 5280 & 5281) covering 342 blocks or approximately 1,025km[2] and is centred approximately 125km east-northeast of Halls Creek, and 215km south of Kununurra. The project area comprises Ord Basin sediments and volcanic within the Hardman Syncline (see Figure 4.10). The Copper Flats area has been explored since the 1970s, with numerous reports of visible copper mineralisation in outcrop. Previous exploration includes rock chip and channel sampling along with RC drilling. The Copper Flats is an early-stage exploration area with excellent first pass results. Past exploration has identified areas of strong geochemical anomalism in favourable structural settings. The interpretation of drilling and mapping suggests that the copper mineralisation at Copper Flats is both a lateral stratabound mineralisation and a vertical narrow structurally controlled mineralisation (see Figure 4.11).

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Figure 4.10: Copper Flats Area – Geology (with GSWA 1:500,000 geology)

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Figure 4.11: Copper Flats Area – Conceptual Mineralisation Model

(a) Previous Exploration

The Copper Flats area has been explored since the 1970s, with numerous reports of visible copper mineralisation in outcrop. Ord River Resources Limited (Ord) completed a small rock chip and channel sampling program on the Copper Flats project area. Sampling over the Project area has returned encouraging results, including:

(i) Channel Sample of 15m @ 8% Cu & 18g/t Ag
(ii) Channel Sample of 5m @ 6.4% Cu & 129g/t Ag
(iii) Channel Sample of 0.5m @ 15.8% Cu
(iv) Channel Sample of 9m @ 7.2% Cu & 174g/t Ag
(v) Channel Sample of 16m @ 7.8% Cu.

A 54 RC drill hole program was completed by Ord River Resources Limited during the 2006-2011 period. Significant intercepts include:

(i) RC Hole CF07RC005 - 8m @ 1.65% Cu from surface including 1m @ 5.06% Cu
(ii) RC Hole CF07RC028 - 7m @ 1.53% Cu from surface & 2m @ 1.07% Cu from 14m
(iii) RC Hole CF07RC035 -1m@ 3.1% Cu from 2m
(iv) RC Hole CF07RC041 - 2m @ 2.5% Cu from 8m &10m @ 0.65% Cu from 25m Including 1m @ 4.96% Cu.

Limited exploration has been undertaken on the project since 2011.

Refer to Section 6.1.3 of the Independent Geologist’s Report for further information.

(b) Exploration Potential

The Copper Flats Sub-Project is an early-stage exploration project with excellent first pass results. Past exploration including trenching and surface geochemistry has identified areas of strong geochemical anomalism in favourable structural settings.

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The interpretation of drilling and mapping suggests that the copper mineralisation at Copper Flats is both a lateral stratabound mineralisation and a vertical narrow structurally controlled mineralisation. It is suggested to review geophysical data and define appropriate tests for areas of known surface mineralisation, in particular for deeper sulphide mineralisation. Past explorers have proposed airborne electromagnetic (EM) as an effective method of ranking the large number of surface targets that have been generated from past work. In addition to EM, better quality/detailed aeromagnetic data may assist in defining regional structures which are associated with the copper mineralisation at Copper Flats project area.

Refer to Section 6.1.4 of the Independent Geologist’s Report for further information.

Ruby Plains Area

The Ruby Plains area is comprised of four granted exploration licences (E80/5079, E80/5232, E80/5409 and E80/5411) and three exploration licence applications (ELA 80/5085, 5086 & 5519) covering 287 blocks or approximately 860km[2] . The project is located approximately 50km from Halls Creek. The area is located within the Halls Creek Orogenic Belt, one of the principal tectonic elements of the Kimberley Region. Cobalt (Co)-manganese (Mn) mineralisation is present in the Ruby Plains Group, which is the main stratigraphic unit in the area. Historical exploration across the project area has focussed predominantly on Mn mineralisation (with associated Co mineralisation) with mapping, magnetic surveys, rock chip sampling and drilling. The Ruby Plains Sub-Project is an early-stage exploration project. Cobalt, Manganese and copper prospectivity of the area has been well established by past explorers.

(a) Previous Exploration

Historical exploration completed to date across the project area has focussed predominantly on manganese (Mn) and Cobalt (Co) mineralisation. Exploration activities completed includes:

(i) Detailed geological mapping
(ii) Rock chip sampling with
(A) Cobalt (Co) results ranging up to 9,370ppm Co;
(B) Significant Mn in Rock Chips including 35 samples >30% Mn with the highest result of 55.8%; Mn and
(C) Coincident Copper Cobalt and Nickel rock chip sample result up to 0.7% Cu, 0.65% Co and 0.33% Ni.

Scout drilling. Significant results include:

(i) SCR013 10m @ 1,930 ppm Co from 5m
(ii) 09RPR024 10m @ 2,552 ppm Co from 3m.

The activities completed have returned significant cobalt mineralisation associated with manganese. Cobalt mineralisation is to be used as a vector for nickel and copper mineralisation. Figure 4:12 shows the location and Cobalt results from the rock chip sampling.

Refer to Section 6.2.2 of the Independent Geologist’s Report for further information.

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Figure 4.12: Ruby Plains Project – Prospective Formation & Rock Chip Sampling

(b) Exploration Potential

The Ruby Plains Sub-Project is an early-stage exploration project. Cobalt, Manganese and copper prospectivity of the area has been well established by past explorers.

The Project had the potential for cobalt-manganese and Nickel – Copper – Cobalt deposits. A detailed geological mapping, rock chip sampling and scout drilling are proposed to refine the understanding of the controls on, and extents of, mineralisation, and geological targets. A scout drilling program can test the depth potential of any identified mineralisation. Based on positive results being received from the initial scout phase of drilling, a systematic pattern drilling program is suggested.

Refer to Section 6.2.3 of the Independent Geologist’s Report for further information.

Speewah East Area:

The Speewah East area is located approximately 50km south-west of Kununurra in the East Kimberly of Western Australia. The sub-project comprises of one exploration licence and one exploration licence application. The project covers 160 blocks for approximately 480km[2] . The tenements are located on the western and relatively undeformed margin of the Kimberley Block, where they cover an antiformal structure known as the Speewah Dome and a section of the Greenvale Fault that hosts fluorite and barite mineralisation. Limited historical exploration has been completed to date. Potential for high-grade gold targets exists in structural and litho-structural traps. Exploration activities should focus for high-grade gold targets in significant regional dome structures with major regional faults of gold-bearing arsenic

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quartz chlorite veins in both multiple flat dipping thrusts and vertical shears associated with gold-base metal epithermal quartz veins, dolerite dykes and chloritic shears. The area is also considered prospective for intrusive related nickel and copper mineralisation similar the Savannah deposit to the south.

(a) Exploration History

Limited historical exploration has been completed to date on the Project area. A number of significant regional structures trend through the project. These structures to the south and west are associated with significant fluorite mineralisation, which in the region is associated with gold mineralisation. The project is also considered prospective for intrusive related nickel and copper mineralisation similar the Savannah deposit to the south.

Refer to Section 6.3.2 of the Independent Geologist’s Report for further information.

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Figure 4.13: Speewah East Area – Aeromagnetic Image (1st Vertical Derivative)

(b) Exploration Potential

Potential for high-grade gold targets exists in structural and litho-structural traps. Exploration activities should focus for high-grade gold targets in significant regional dome structures with major regional faults of gold-bearing arsenic quartz chlorite veins in both multiple flat dipping thrusts and vertical shears associated with goldbase metal epithermal quartz veins, dolerite dykes and chloritic shears.

Exploration should target low to intermediate sulphidation epithermal gold-silvercopper mineralisation and shallow level Cu-Au Porphyry systems within the NE Kimberly Proterozoic rocks.

Refer to Section 6.3.3 of the Independent Geologist’s Report for further information.

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4.6 Proposed Exploration

The Company has proposed a staged program of exploration for its Western Australian projects over two years following its listing on the ASX. The Company’s exploration program going forward will mainly focus on drilling, followed by verification and critical re-assessment of the geology and historic exploration data to generate detailed targets for subsequent followup assessment. The proposed exploration budget for each of the projects is shown in Table 4.1.

Activities	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Maximum Subscription ($7m)	Maximum Subscription ($7m)	Maximum Subscription ($7m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
	Darling Range Project
Data Compilation & Access Costs	$50,000	$20,000	$70,000	$50,000	$20,000	$70,000
Geochem, Geophysics and Mapping	$120,000	$45,000	$165,000	$120,000	$45,000	$165,000
Drilling & Assay	$100,000	$160,000	$260,000	$130,000	$260,000	$390,000
Total Darling Range	$270,000	$225,000	$495,000	$300,000	$325,000	$625,000
	Calyerup Creek Project
Data Compilation & Access Costs	$20,000	$10,000	$30,000	$20,000	$10,000	$30,000
Geochem, Geophysics and Mapping	$85,000		$85,000	$115,000		$115,000
Drilling & Assay	$300,000	$400,000	$700,000	$400,000	$500,000	$900,000
Total Calyerup Creek	$405,000	$410,000	$815,000	$535,000	$510,000	$1,045,000
	Ashburton Project
Data Compilation & Access Costs	$35,000	$15,000	$50,000	$35,000	$15,000	$50,000
Geochem, Geophysics and Mapping	$120,000	$95,000	$215,000	$120,000	$95,000	$215,000
Drilling & Assay	$180,000	$320,000	$500,000	$250,000	$450,000	$700,000
Total Ashburton	$335,000	$430,000	$765,000	$405,000	$560,000	$965,000
	Kimberley Project
Data Compilation & Access Costs	$100,000	$70,000	$170,000	$100,000	$70,000	$170,000
Geochem, Geophysics and Mapping	$305,000	$410,000	$715,000	$435,000	$430,000	$865,000
Drilling & Assay	$0	$250,000	$250,000	$0	$350,000	$350,000
Total Kimberley	$405,000	$730,000	$1,135,000	$535,000	$850,000	$1,385,000
Total Exploration Expenditure	$1,415,000	$1,795,000	$3,210,000	$1,775,000	$2,245,000	$4,020,000

Table 4.1: Proposed Exploration Budget

4.7 Competent Person Statement

The information in this Prospectus that relates to Exploration Results is based on information compiled by Mr Robert Wason, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Wason is Senior Consultant - Geology at Mining Insights Pty Ltd. Mr Wason has sufficient experience in exploring, mining and estimating base metal and gold deposits that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code.

MAMBA EXPLORATION LTD PROSPECTUS 39

5. RISK FACTORS

The Shares are considered highly speculative. An investment in the Company is not risk free. The proposed future activities of the Company are subject to a number of risks and other factors which may impact its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate controls. However, many of the risks are outside the control of the Directors and management of the Company and cannot be mitigated.

The risks described in this Section 5 is not an exhaustive list of the risks faced by the Company or by investors in the Company. It should be considered in conjunction with other information in this Prospectus. The risk described in, and others not specifically referred to, this Section 5 may in the future materially affect the financial performance and position of the Company and the value of the Shares offered under this Prospectus. The Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, return of capital or the market value of those securities. The risk described in this Section 5 also necessarily include forward looking statements. Actual events may be materially different to those described and may therefore affect the Company in a different way.

Investors should be aware that the performance of the Company may be affected and the value of its Shares may rise or fall over any given period. None of the Directors or any person associated with the Company guarantee the Company's performance, the performance of the Shares the subject of the Offer or the market price at which the Shares will trade. The Directors strongly recommend that potential investors consider the risks detailed in this Section 5, together with information contained elsewhere in this Prospectus, and consult their professional advisers, before they decide whether or not to apply for Shares.

5.1 Company and Industry Specific Risks

(a) Exploration risk

The exploration licences to be acquired by the Company are at early stages of exploration and potential investors should understand that mineral exploration is a high-risk undertaking. There can be no assurance that exploration of these licences, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, local title processes, changing government regulations and many other factors beyond the control of the Company.

(b) Mineral Resource and Ore Reserve Estimates

There are no current Mineral Resource or Ore Reserves identified by the Company on the Tenements. Whilst the Company intends to undertake exploration activities with the aim of defining a Mineral Resource, no assurances can be given that the exploration will result in the determination of a Mineral Resource. Even if a Mineral Resource is identified, no assurance can be provided that this can be economically extracted.

Mineral Resource and Ore Reserve estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially completed may alter significantly when new information or techniques become available. In addition, by their very nature, Mineral Resource and Ore Reserve estimates are imprecise and depend to some extent on interpretation which may prove to be inaccurate.

(c) Development and production risk

Any future discovery may not be commercially viable or recoverable. For a wide variety of reasons, not all discoveries are commercially viable and even if an

MAMBA EXPLORATION LTD PROSPECTUS 40

apparently viable deposit is identified, there is no guarantee that it can be economically developed and exploited.

(d) Completion of acquisitions

The Company has entered into five agreements to acquire Tenements that have yet to be completed. While completion has not occurred, there remains a risk that completion and the registration of those Tenements in the name of the Company may not occur.

The Company has no reason to believe that any of the vendors would fail to comply with the requirements of those agreements, and it is expected that all of these agreements will be completed and the Company acquire title to those Tenements prior to the Company listing on the ASX.

(e) Transfer of Tenements

The transfer of a number of the tenements to which the Company has entered into agreements to acquire are subject to the receipt of the consent of the relevant Minister of the Western Australian Government. While the Company sees no reason that the Minister will withhold his consent, if such consent is not received, the Company will not have any legal right to receive those tenements. The Company will undertake all actions needed to try and ensure that its interest in those tenements can be properly registered with the Western Australian government department.

(f)

Tenement applications

A number of the tenements in which the Company is seeking to acquire an interest are, as at the date of this Prospectus ungranted tenements. If those tenements are not granted by the relevant Government authority and are not capable of being transferred to the Company, the Company will lose the benefit of the areas of those tenements for its exploration activities. There is no guarantee that any of all of those tenement applications will be granted and transferred to the Company.

(g) Title risk

Subsequently, the Company’s mining and exploration activities will be dependent upon the maintenance (including renewal) of the tenements in which the Company has or acquires an interest. Maintenance of the Company’s tenements will be dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities. Although the Company has no reason to think that the tenements in which it currently has an interest will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant authority.

(h)

Environmental risks

The Company is subject to a number of laws and regulations regarding the protection of the environment. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted. Significant liability could be imposed on the Company for damages, clean-up costs, or penalties and the Company’s social licence may be questioned in the event of certain discharges into the environment, environmental damage caused by previous occupiers or non-compliance with environmental laws or regulations. The Company proposes to minimise these risks by conducting its activities in an environmentally responsible manner, in accordance with applicable laws and regulations and where possible, by carrying appropriate insurance coverage.

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(i) Native title and Indigenous heritage

In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Please refer to the Solicitor’s Report on Tenements in Section 10 of this Prospectus for further details.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(j) Climate Change

Climate change is a risk the Company has considered, particularly related to its operations in the exploration and mining industry. Climate change risks attributable to the Company include:

(i) the emergence of new expanded regulations associated with transitioning to a lower carbon economy and market changes related to climate mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts; and
(ii) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events. All these risks associated with climate change may significantly change the industry in which the Company operates.

(k) Land Access

There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia. Negotiations with both Native Title and land owners/occupiers are generally required before the Company can access land for exploration or mining activities. Inability to access, or delays experienced in accessing, the land may impact on the Company’s activities.

(l) Operational risk

The operations of the Company may be affected by various factors including logistics, occupational health and safety, environmental management and compliance and failures in internal controls and financial fraud. To the extent that such matters may be in the control of the Company, the Company will mitigate these risks through management and supervision controls.

In addition, the investments of the Company may be affected by various factors which are beyond the control of the Company, including adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, plant and equipment, fire, explosions and other incidents beyond the control of the Company.

The operations of the Company may also be affected by natural disasters, epidemics, terrorist attacks and other disasters which may materially and adversely affect the economy in Australia and the Company's business.

(m) Funding risks

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The Company has no operating revenue and is unlikely to generate any operating revenue unless and until one or more of its projects are successfully developed and production commences. Exploration and development costs and pursuit of its business plan will reduce the Company's current cash reserves and the amount raised under the Offer.

Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or 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.

No assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities and could affect the Company's ability to continue as a going concern.

The Company may undertake additional offerings of Shares and 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, the voting power of the Company's existing shareholders will be diluted.

(n) Regulatory risks

The Company's operations require approvals from regulatory authorities which may not be forthcoming, either at all or in a timely manner, or which may not be able to be obtained on terms acceptable to the Company. The Company cannot guarantee that any or all requisite approvals will be obtained. A failure to obtain any approval would mean that the Company may be restricted, either in part or absolutely, from exploration, development and mining activities.

(o) Contractors and third parties

The Company intends to outsource substantial parts of its exploration activities pursuant to services contracts with third-party contractors. The Company is yet to enter into these formal arrangements. The Directors are unable to predict the risk of financial failure or default of the insolvency of any of the contractors that will be used by the Company in any of its activities or other managerial failure by any of the other service providers used by the Company for any activity. Contractors may also underperform their obligations of their contract, and in the event that their contract is terminated, the Company may not be able to find a suitable replacement on satisfactory terms.

(p) Safety

Safety is a fundamental risk for any exploration and production company in relation to personal injury, damage to property and equipment and other losses. The occurrence of any of these risks could result in legal proceedings against the Company and/or key personnel and substantial losses to the Company due to injury or loss of life, damage or destruction of property, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties because of such risks may give rise to claims against the Company.

(q) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(r) Metallurgical recoveries

MAMBA EXPLORATION LTD PROSPECTUS 43

Mining exploration projects are high risk. Each ore body is unique and the nature of the mineralisation, the occurrence and grade of the ore, as well as its behaviour during mining can never be wholly predicted. Estimations of a mineral deposit are not precise calculations but are based on interpretation and on samples from drilling which represent a very small sample of the entire ore body.

The applications of metallurgical test work results and conclusions to the process design, recoveries and throughput depend on the accuracy of the test work and assumption that the sample tests are representative of the ore body as a whole. There is a risk associated with the scale-up of laboratory and pilot plant results to a commercial scale and with the subsequent design and construction of any plant.

(s)

Commodity prices

Commodity prices, including gold, copper and nickel, can fluctuate rapidly and are affected by numerous factors beyond the control of the Company. These factors include world demand for commodities, production cost levels, macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, commodities as well as general global economic conditions. These factors may have an adverse effect on the Company’s activities as well as the Company’s ability to fund those activities.

(t) Insurance

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be available or of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. In addition, there is a risk that an insurer defaults in the payment of a legitimate claim by the Company.

(u) Contractual Disputes

As with any contract, there is a risk that the business could be disrupted in situations where there is a disagreement or dispute in relation to a term of the contract. Should such a disagreement or dispute occur, this may have an adverse impact on the Company's operations and performance generally. It is not possible for the Company to predict or protect itself against all such risks.

5.2 General Risks

(a) COVID-19

The ongoing COVID-19 pandemic has had a significant impact on the global economy and the ability of businesses, individuals, and governments to operate. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the pandemic on the Company’s business (or on the operations of other businesses on which it relies), and there is no guarantee that the Company’s efforts to address the adverse impacts of COVID-19 will be effective. The impact to date has included periods of significant volatility in financial, commodities and other markets. This volatility, if it continues could have an adverse impact on the Company’s people, communities, suppliers or otherwise on its business, financial condition and results of operations.

The pandemic may lead to delays or restrictions regarding land access and the Company’s ability to freely move people and equipment to and from the Company’s exploration projects, leading to delays and cost increases.

There continues to be considerable uncertainty as to the duration and further impact of COVID-19, including (but not limited to) government, regulatory or health authority actions, work stoppages, lockdowns, quarantines, and travel restrictions.

MAMBA EXPLORATION LTD PROSPECTUS 44

The impact of some or all of these factors could cause significant disruption to the Company’s operations and financial performance.

(b) Securities investments

Applicants should be aware that there are risks associated with any securities investment.

Prior to the Offer, there was no public market for the Shares. There is no guarantee that an active trading market in the Shares will develop or that the price of the Shares will increase. The prices at which the Shares trade may be above or below the Offer price and may fluctuate in response to a number of factors.

Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares, regardless of Company's operational performance.

(c)

Economic risk

Changes in the general economic climate in which Company operates may adversely affect the financial performance of Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, include, but not are but not limited to:

(i) general economic conditions;
(ii) changes in Government policies, taxation and other laws;
(iii) the strength of the equity and share markets in Australia and throughout the world;
(iv) movement in, or outlook on, exchange rates, interest rates and inflation rates;
(v) industrial disputes in Australia and overseas;
(vi) changes in investor sentiment toward particular market sectors;
(vii) financial failure or default by an entity with which the Company may become involved in a contractual relationship; and
(viii) natural disasters, social upheaval or war.

(d) Dilution

In certain circumstances, the Directors may issue equity securities without any vote or action by Shareholders. If the Company were to issue any equity securities the percentage ownership of Shareholders may be reduced and diluted.

(e) Share market

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. The market price of the Securities may be subject to fluctuation and may be affected by many factors including, but not limited to, the following:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;

MAMBA EXPLORATION LTD PROSPECTUS 45

(iv) commodity price fluctuations;
(v) changes in investor sentiment toward particular market sectors;
(vi) the demand for, and supply of, capital; and
(vii) terrorism or other hostilities.

There is also no guarantee that an active market in the Securities will develop or that the price of the Securities will increase. There may be relatively few buyers or sellers of Securities on the ASX at any particular time.

(f) Legal Proceedings

Legal proceedings may arise from time to time in the course of the business of the Company. Legal proceedings brought by third parties including but not limited to customers, business partners or employees could negatively impact the business in the case where the impact of such litigation is greater than or outside the scope of the Company’s insurance. As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

(g)

Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

(h) Macro-economic risks Changes in the general economic outlook in Australia and globally may impact the performance of the Company. Such changes may include:

(i) uncertainty in the Australian economy or increases in the rate of inflation resulting from domestic or international conditions (including movements in domestic interest rates and reduced economic activity);
(ii) increases in expenses (including the cost of goods and services used by the Company);
(iii) new or increased government taxes, duties or changes in taxation laws; and
(iv) fluctuations in equity markets in Australia and internationally.

A prolonged and significant downturn in general economic conditions may have a material adverse impact on the Company’s trading and financial performance.

(i) Broader general risks

There are also a number of broader general risks which may impact the Company’s performance. These include:

(i) abnormal stoppages in normal business operations due to factors such as war, political or civil unrest, infrastructure failure or industrial disruption; and
(ii) higher than budgeted costs associated with the provision of service offerings.

MAMBA EXPLORATION LTD PROSPECTUS 46

(j) Currency risk

The Company may operate in multiple international jurisdictions and its products may be priced in foreign currencies, which exposes the Company to multiple currencies and their future currency fluctuations, which may affect future profitability of the Company.

(k) Taxation risk

The acquisition and disposal of Shares will have tax consequences which will differ for each investor depending on their individual financial circumstances. All potential investors in the Company are urged to obtain independent financial advice regarding the tax and other consequences of acquiring Shares. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to any tax consequences of applying for Shares under this Prospectus.

(l) Accounting standards

Changes to any applicable accounting standards or to any assumptions, estimates or judgments applied by management in connection with complex accounting matters may adversely impact the Company’s financial statements, results or condition.

MAMBA EXPLORATION LTD PROSPECTUS 47

6. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

6.1 Directors' Profiles

The names and details of the Directors in office at the date of this Prospectus are:

(a) Michael Dunbar BSc, P Grad Dip (economic geology), MAusIMM – Managing Director

Mr Dunbar is a geologist with over 25 years of experience in exploration, resource development and mining projects, both within Australia and overseas. He has been active in exploring and developing a broad range of deposit styles and commodities including Nickel Sulphide deposit development, Archaen and Proterozoic Gold, IOCG copper and gold deposits and sandstone hosted uranium deposits. Mr Dunbar was involved in the discovery, delineation and development of the +2Moz Thunderbox gold deposit, the discovery and delineation of the Waterloo and Amorac Nickel Sulphide deposits in Western Australia, the delineation of the Munali Nickel Sulphide deposit, the IOCG - Cloncurry Copper, Gold, Cobalt, Magnetite deposit, as well as a number of smaller deposits. Mr Dunbar’s experience includes 4 years with Eagle Mining NL, 6 years with LionOre and 6 years with the Mitchell River Group of companies including Albidon Limited, African Energy, Sally Malay Mining and Exco Resources and 9 years with Gascoyne Resources Limited (ASX:GCY) and was the Managing Director from March 2011 to October 2018.

Mr Dunbar is currently also the managing director and principle geologist at Rangewest Pty Ltd.

(b) Justin Boylson – Non-Executive Chairman

Mr Boylson is an experienced commodity trader and resource project manager with over 25 years’ experience. He has an extensive resource and commodity-based knowledge of Australia, South East and North Asia and their markets. Mr Boylson commenced his career in the international trade and commodity markets after time in the Australian Army. He worked for Brickworks Limited in various senior managerial positions including Regional Export Manager, Project Manager (WA) and Regional Director (Middle East). Mr Boylson joined Sinosteel Australia Pty Ltd in 2006 where he was responsible for the day to day running of the trade desk. In 2008 he joined Tennant Metals as its Western Australia and Bulk Commodity General Manager. Mr Boylson was responsible for several high profile off-take transactions and was also involved in the start-up of several mining and recovery projects in Australia, the USA and Asia. Mr Boylson joined ResCap Investments as a Director in 2014 and remains a Director. Mr Boylson has also been a director of Manuka Resources Ltd from January 2019 to March 2020 and Riversgold Limited (ASX: RGL) from August 2019 to August 2020.

Mr Boylson is also presently a director of Mutual Support Pty Ltd, Enfilade Defilade Pty Ltd and Mt Boppy Resources Pty Ltd.

(c) Simon Andrew B Science (Chemistry) Hons - Non-Executive Director

Mr Andrew has over 20 years’ experience in financial markets in Asia and Australia. Previously he has held senior management positions at various global investment banks. These roles included leading the equity sales desk for BNP Paribas for the ASEAN region and heading the Refining and Petrochemicals sector research team at Deutsche Bank in Asia as well as spending 5 years as a research analyst at Hartley's Limited covering the oil and gas and industrial sectors. Mr Andrew was a founding director of Emmerson Resources (ASX:ERM). He was responsible for securing the financing for the purchase of the Tennant Creek assets for Emmerson and arranging the IPO in 2007 and remained a director until February 2015.

Mr Andrew has also been a director of Riversgold (ASX: RGL) from August 2019 to present, a director of Universal Biosecurity from December 2017 to present, a

MAMBA EXPLORATION LTD PROSPECTUS 48

director of Lotus Resources Limited (ASX: LOT) from December 2018 to June 2020, a commercial manager at Yowie Group Limited from October 2016 to November 2017 and a research analyst at Hartley’s Limited from 2012 to September 2016.

6.2 Interests of Directors

No Director (or entity in which they are a director and/or a shareholder) has, or has had in the two years before the date of this Prospectus, any interests in:

(a) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or
(b) the Offer, and

no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be given to:

(a) any Director to induce him or her to become, or to qualify as, a Director; or
(b) any Director for services which he or she (or an entity in which they are a partner or director) has provided in connection with the formation or promotion of the Company or the Offer,

except as disclosed in this Prospectus.

6.3 Director Holdings

At the date of this Prospectus, the Directors and their related entities have the following interests in Securities:

Director	Shares	Options4
Michael Dunbar	1,266,6671	2,500,0001
Justin Boylson	1,500,0012	1,500,0002
Simon Andrew	1,500,0003	1,500,0003

Note:

1,266,667 Shares and 2,500,000 Options are held by Michael & Jodi Dunbar 2. 1 Share held directly and 1,500,000 Shares and 1,500,000 Options held by Enfilade Defilade Pty Ltd. Mr Boylson and Mr Andrew are directors and shareholders of Enfilade Defilade Pty Ltd.
1,500,000 Shares and 1,500,000 Options held by Enfilade Defilade Pty Ltd. Mr Boylson and Mr Andrew are directors and shareholders of Enfilade Defilade Pty Ltd.
The Options have an exercise price of $0.25 and an expiry date of 3 years after the date of issue and otherwise have the terms set out in Section 12.4.

None of the Directors at the date of this Prospectus intend to participate in the Offer.

6.4 Remuneration of Directors

The Directors will receive the following remuneration:

Director	A$ per annum
Michael Dunbar	A$250,000	2,500,000
Justin Boylson	A$55,000	1,500,0001
Simon Andrew	A$45,000	1,500,0002
Total	A$350,000	5,500,000

MAMBA EXPLORATION LTD PROSPECTUS 49

Note:

1,500,000 Options held by Enfilade Defilade Pty Ltd. Mr Boylson and Mr Andrew are directors and shareholders of Enfilade Defilade Pty Ltd.
1,500,000 Options held by Enfilade Defilade Pty Ltd. Mr Boylson and Mr Andrew are directors and shareholders of Enfilade Defilade Pty Ltd.
The Options have an exercise price of $0.25 and an expiry date of 3 years after the date of issue and otherwise have the terms set out in Section 12.4.

The Directors are eligible to participate in any bonus scheme or long term incentive plans as determined from time to time by the Remuneration Committee of the Board. Refer to Section 12.4 for further details regarding the Plan.

6.5 Related Party Transactions

As at the date of this Prospectus, no material transactions with related parties and Directors' interests exist other than those disclosed in the Prospectus.

6.6 Indemnification of Directors and officers

The Company, to the extent permitted by the Corporations Act, indemnifies each Director against any liability incurred by that person as an officer of the Company or its Related Bodies Corporate including as a liability incurred as a result of appointment or nomination by the Company or subsidiary as trustee or as an officer of another corporation, unless the liability arises out of conduct involving a lack of good faith.

The Company, subject to the Corporations Act, may enter into, and pay premiums on, a contract insuring a Director against any liability incurred by that person as an officer of the Company or its Related Bodies Corporate.

6.7 ASX Corporate Governance Council Principles and Recommendations

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

To the extent applicable, the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

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

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

(a) Board of Directors

The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their respective roles and accountabilities.

In general, the Board assumes (amongst others) the following responsibilities:

(i) providing leadership and setting the strategic objectives of the Company;

MAMBA EXPLORATION LTD PROSPECTUS 50

(ii) appointing and when necessary replacing the Executive Directors and the Managing Director;
(iii) approving the appointment and when necessary replacement, of other senior executives;
(iv) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director;
(v) overseeing management's implementation of the Company's strategic objectives and its performance generally;
(vi) approving operating budgets and major capital expenditure;
(vii) overseeing the integrity of the company's accounting and corporate reporting systems including the external audit;
(viii) overseeing the company's process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities;
(ix) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the board expects management to operate; and
(x) monitoring the effectiveness of the Company's governance practices.

The Company is committed to ensuring that appropriate checks are undertaken before the appointment of a Director and has in place written agreements with each Director which detail the terms of their appointment.

(b)

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently consists of 1 Executive Director (who is a significant Shareholder) and 2 Non-Executive Directors (each of whom is independent). As the Company’s activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

(c) Identification and management of risk

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

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

(e)

Independent professional advice

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

(f)

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if

MAMBA EXPLORATION LTD PROSPECTUS 51

applicable, any employees reporting directly to the Executive Directors). The policy generally provides that the written acknowledgement of the Non-Executive Chairman (or the Board in the case of the Non-Executive Chairman) must be obtained prior to trading.

(g)

Diversity policy

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

(h)

Audit and Risk Committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company.

In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

Ultimate responsibility for risk management will rest with the full Board which monitors and manages material risks at each Board Meeting where it considers the Company’s Risk Matrix.

The Board has adopted a formal Audit and Risk Committee Charter.

(i)

Remuneration and Nominee committee

The Company will not have a separate remuneration and nominee committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company.

The full Board will carry out the duties that would ordinarily be assigned to that committee, ensuring that the level and composition of remuneration provided to attract and retain high quality directors and employees is commercially appropriate and targeted to align with the interests of the Company.

The Board will ensure that no Director or senior executive will be involved in deciding his or her own remuneration.

The Board has adopted a formal Remuneration and Nominee Committee Charter.

(j)

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors following the recommendation from the Audit Committee (if applicable).

(k) Internal audit

The Company does not have an internal audit function. The Board considers the Board and financial control function in conjunction with its risk management policy is sufficient for a Company of its size and complexity.

6.8 Departures from Recommendations

Following admission to the Official List, the Company will be required to report any departures from the Recommendations in its annual financial report.

MAMBA EXPLORATION LTD PROSPECTUS 52

The Company's compliance and departures from the Recommendations as at the date of this Prospectus are detailed in the table below.

Principles and Recommendations	Principles and Recommendations	Explanation for Departure
1.6 The Company should:		The Company does not have a formal
 	have and disclose a process for periodically evaluating the performance of the Board, committees and Directors; disclose for each reporting period whether a performance evaluation has been undertaken in accordance with	process for the evaluation of the performance of the board members and committees at this time and as such does not comply with the recommendation 1.6. Until such time as formal process is developed, the Chairman will assess the performance of the directors and the board (and its various committees).
	that process during that period.	The Company considers that a formal
		process is not essential at this stage and
		that performance evaluation can be
		effectively assessed on an informal basis.
1.7	A listed entity should:	The Company does not currently have a
	have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and	formal process for the evaluation of the performance of senior executives. Until such time as formal process is developed, the Chairman will informally assess the performance of the senior executives.
	disclose for each reporting
	period whether a performance
	evaluation has been was
	undertaken in accordance with
	that process during or in
	respect of that period.

2.1 The board of a listed entity should have a nomination committee.

The Company does not comply with Principle 2.1. The Board does not consider that the Company is of a relevant size or complexity to warrant the formation of a Nomination Committee to deal with the selection and appointment of new Directors and as such, a Nomination Committee has not been formed.

A dedicated Nomination Committee Charter has been adopted by the Board.

Nominations of new Directors are and will be considered by the full Board. If any vacancies arise on the Board, all Directors will be involved in the search and recruitment of a replacement. The Board has taken a view that the full Board will hold special meetings or sessions as and when required. The Board is confident that this process for selection, including undertaking appropriate checks before appointing a person, or putting forward to Shareholders a candidate for election is stringent.

2.2 A listed entity should have and The Company does not currently have a disclose a board skills matrix setting formal board skills matrix. The skills, out the mix of skills and diversity that experience and expertise of each Director is set out in the Director's Report section of the Company's Annual Report. The Board

MAMBA EXPLORATION LTD PROSPECTUS 53

Principles and Recommendations	Explanation for Departure
the board currently has or is looking to	considers that the current mix of skills and
achieve in its membership.	experience of Board members and the
	Company's senior management is
	sufficient to meet the current requirements
	of the Company.
4.1 The board of a listed entity should	The Board has not established a separate
have an audit committee.	Audit Committee.
	The Board does not consider that the
	Company is of a size nor are the affairs of a
	complexity sufficient to warrant the formation
	of a separate Audit Committee. The full
	board is considered to be able to meet the
	objectives of the best practice
	recommendations and discharge its duties in
	this area.
	However the full board operates under the
	adopted Audit Committee Charter, which will
	be available for review on the Company’s
	website, and carries out the functions
	delegated under that charter.
	The Board believes that the individuals on
	the Board can make, and do make, quality
	and informed judgements in the best
	interests of the Company on all relevant
	issues.
	External audit recommendations, internal
	control matters and any other matters that
	arise from half yearly reviews and the annual
	statutory audit will be discussed directly
	between the Board and the Audit
	Engagement Partner.
	The Board encourages contact between
	Non-Executive Directors and the Company’s
	external auditors, independently of
	executive management.
7.1 The board of a listed entity should	The Board has not established a separate
have a risk committee.	Risk Management Committee. However the
	full Board operates under the adopted Risk
	Management Policy.
	The Board is ultimately responsible for risk
	oversight and risk management.
	Discussions on the recognition and
	management of risks are also considered at
	each Board meeting.
	The Board has adopted a Risk Management
	Policy.
	Under the Risk Management Policy,
	responsibility and control risk management
	is delegated to the appropriate level of
	management within the Company with the
	Chief Executive Officer, supported by the
	senior executive team, having ultimate
	responsibility to the Board for the

MAMBA EXPLORATION LTD PROSPECTUS 54

Principles and	Recommendations	Recommendations	Recommendations	Explanation for Departure
				implementation of the risk management and
				control framework.
				The Risk Management Policy will be
				available on the Company’s website.
7.3 A listed entity should disclose, if it				The Board believes that for efficiency
does not have an internal audit function,				purposes and the Company is not of a size
that fact and the processes it employs				to justify having an internal audit function.
for evaluating and continually improving the effectiveness of its risk				Refer to 7.1 above.
management	and	internal	control
processes.
8.1 The Board	of a listed entity		should	The Board has not established a separate
have a remuneration committee.				Remuneration Committee, but has adopted
				a dedicated Remuneration Committee
				Charter.
				The full Board will meet to consider both the
				level and structure of remuneration and
				incentive policies for the Executive Directors
				and key executives within the Company and
				decide on the Company's remuneration
				policies.
				The affected Director or Executive will not
				participate in the decision-making process.

MAMBA EXPLORATION LTD PROSPECTUS 55

7. FINANCIAL INFORMATION

7.1 Introduction

The financial information detailed in this Section consists of:

(a) the audited consolidated statements of comprehensive income for the period ended 30 September 2020;
(b) the reviewed consolidated statement of financial position of the Company and its controlled entities as at 30 September 2020; and
(c) a pro forma statement of financial position as at 31 December 2020 reflecting the Directors’ pro forma adjustments,

(collectively, the Financial Information ).

The Financial Information has been reported on by BDO as detailed in the Investigating Accountant’s Report in Section 8. Potential investors should note the scope limitations of the Investigating Accountant’s Report (refer to Section 8 for further information).

The Company's significant accounting policies have been consistently applied throughout the respective financial periods as detailed in Section 7.3.

The information in this Section should also be read in conjunction with the risk factors as detailed in Section 5 and other information included in this Prospectus.

7.2 Consolidated Statements of Comprehensive Income

The following is the Company's audited consolidated statement of comprehensive income for the period ended 30 September 2020:

	Audited for the
	period ended
	30-Sep-20
	$

Expenses Finance and Administrative expense Loss before income tax expense Income tax benefit/(expense) Net Loss for the period Other comprehensive income Total Comprehensive Loss for the period	(856)
	(856) -
	(856)
	-
	(856)

This statement of profit or loss and other comprehensive income shows the historical financial performance of Company and is to be read in conjunction with the notes to and forming part of the historical financial information set out in Section 7.5. Past performance is not a guide to future performance.

7.3 Consolidated Pro Forma Statement of Financial Position

The pro forma statement of financial position detailed below includes:

(a) the pro forma adjustments in respect to the impact of the Offer; and
(b) adjustments for subsequent events occurring from the date of 30 September 2020.

Details of the pro forma and subsequent event adjustments made to the reviewed consolidated statement of financial position for the Company as at 30 September 2020 are detailed in Section 7.5:

MAMBA EXPLORATION LTD PROSPECTUS 56

Audited as at Subsequent Pro-forma Pro-forma Pro-forma Pro-forma	Audited as at Subsequent Pro-forma Pro-forma Pro-forma Pro-forma
30-Sep-20 events adjustments adjustments after issue after issue
Min Max Min Max
Notes $ $ $ $ $ $

CURRENT ASSETS Cash and cash equivalents 2 TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration expenditure 3 TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Issued Capital 4 Reserves 5 Accumulated losses 6 TOTAL EQUITY	1 400,300 4,480,000 6,360,000 4,880,301 6,760,301
	1 400,300 4,480,000 6,360,000 4,880,301 6,760,301 - - 3,530,000 3,530,000 3,530,000 3,530,000
	- - 3,530,000 3,530,000 3,530,000 3,530,000
	1 400,300 8,010,000 9,890,000 8,410,301 10,290,301
	856 - - - 856 856
	856 - - - 856 856
	856 - - - 856 856
	(855) 400,300 8,010,000 9,890,000 8,409,445 10,289,445
	1 400,300 7,697,995 9,565,041 8,098,296 9,965,342 - 480,000 684,000 684,000 1,164,000 1,164,000 (856) (480,000) (371,995) (359,041) (852,851) (839,897)
	(855) 400,300 8,010,000 9,890,000 8,409,445 10,289,445

The pro-forma statement of financial position after the Offer is as per the statement of financial position before the Offer adjusted for any subsequent events and the transactions relating to the issue of shares pursuant to this Prospectus. The statement of financial position is to be read in conjunction with the notes to and forming part of the historical financial information set out in Section 7.5.

7.4 Consolidated Statement of Cash Flows

The following is the Company's audited consolidated statement of cash flows for the period ended 30 September 2020:

	Audited for the

Statement of Cash Flows	period ended

	30-Sep-20

	$
Cash flows from operating activities Payments to suppliers and employees Net cash flows used in operating activities Cash flows from investing activities Net cash flows provided by investing activities Cash flows from financing activities Proceeds from issue of shares Net cash received from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at the end of the financial period	-
	-
	-
	-
	1
	1
	1 -
	1

MAMBA EXPLORATION LTD PROSPECTUS 57

This statement of cash flows shows the historical cash flows of the Company and are to be read in conjunction with the notes to and forming part of the historical financial information set out in Section 7.5.

7.5 Notes to and forming part of the Pro Forma Statement of Financial Position

NOTE 1: The significant accounting policies adopted in the preparation of the Historical Financial Information included in this Report have been set out below.

(a) Basis of preparation of Historical Financial Information

The Historical Financial Information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements of the Australian equivalents to International Financial Reporting Standards (‘ AIFRS ’), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.

The financial information has also been prepared on a historical cost basis, except for derivatives and available-for-sale financial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal group’s held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

(b) Going Concern

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

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

(c) Reporting Basis and Conventions

The report is also prepared on an accrual basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.

The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

(d) Cash and cash equivalents

Cash and cash equivalents includes cash on hand and in the bank’s short term deposits with an original maturity not exceeding three months and if greater than three months, principal amounts can be redeemed in full with interest payable at the same cash rate from inception as per the agreement with each bank, net of bank overdrafts.

(e) Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost when the Company becomes obliged to make payments resulting from the purchase of goods and services. The amounts are non-interestbearing, unsecured and are usually paid within 30 days of recognition.

MAMBA EXPLORATION LTD PROSPECTUS 58

(f) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown as a deduction from the equity proceeds.

(g) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Consolidated Statement of Financial Position.

(h) 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. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the statement of financial position date.

Deferred income tax is provided on all temporary differences at the statement of financial position 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:

(i) except where the deferred income tax liability 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; and
(ii) in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry- forward of unused tax assets 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 assets and unused tax losses can be utilised:

(iii) except where 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; and
(iv) in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that

MAMBA EXPLORATION LTD PROSPECTUS 59

sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred tax assets and liabilities are reassessed at each statement of financial position date and reduced to the extent that it is no longer probable that future taxable profit will allow the deferred tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year 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 statement of financial position 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 relate to the same taxable entity and the same taxation authority.

(i) Critical accounting estimates and judgements

The Directors evaluate estimates and judgements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

	Audited at	Pro-forma Pro-forma
	30-Sep-20	after Offer after Offer
		Min Max
NOTE 2. CASH AND CASH EQUIVALENTS	$	$ $
Cash and cash equivalents Adjustments to arise at the pro-forma balance: Audited balance of Mamba at 30 September 2020 Subsequent events: Proceeds from shares issued from Founder Shares Proceeds from shares issued from Seed funding Pro-forma adjustments: Proceeds from shares issued under this Prospectus Capital raising costs Pro-forma Balance	1	4,880,301 6,760,301
		1 1 300 300 400,000 400,000
		400,300 400,300 5,000,000 7,000,000 (520,000) (640,000)
		4,480,000 6,360,000
		4,880,301 6,760,301

MAMBA EXPLORATION LTD PROSPECTUS 60

			Audited at	Pro-forma
			30-Sep-20	after Offer
NOTE 3. EXPLORATION EXPENDITURE			$	$

Exploration expenditure Audited balance of Mamba at 30 September 2020 Pro-forma adjustments: Acquisition of tenements Pro-forma Balance			-	3,530,000
				-
				- 3,530,000
				3,530,000
				3,530,000

		Audited at Pro- forma Pro- forma

		30-Sep-20 after Offer after Offer

		Min Max

NOTE 4. ISSUED CAPITAL		$ $ $


Issued capital Adjustments to arise at the pro-forma balance: Fully paid ordinary share capital Subsequent events: Proceeds from shares issued from Founder Shares Proceeds from shares issued from Seed funding Pro-forma adjustments: Proceeds from shares issued under this Prospectus Capital raising costs Issue of Lead Manager Options treated as a cost of the Offer Acquisition of tenements Pro-forma Balance	Number of shares (min) 1 3,000,000 5,333,333	1 8,098,296 9,965,342
		Number of $ $ Share s (max) 1 1 1 3,000,000 300 300 5,333,333 400,000 400,000
	8,333,333 25,000,000 - - 17,650,000	8,333,333 400,300 400,300 35,000,000 5,000,000 7,000,000 - (376,005) (508,959) - (456,000) (456,000) 17,650,000 3,530,000 3,530,000
	42,650,000	52,650,000 7,697,995 9,565,041
	50,983,334	60,983,334 8,098,296 9,965,342

MAMBA EXPLORATION LTD PROSPECTUS 61

	Audited at	Pro-forma

	30-Sep-20	after Offer

NOTE 5. RESERVES	$	$

Reserves Audited balance of Mamba at 30 September 2020 Subsequent events: Issue of Directors’ Options Pro-forma adjustments: Issue of Lead Manager Options Issue of Directors and Management Options Pro-forma Balance	-	1,164,000
		-
		- 480,000
		480,000 456,000 228,000
		684,000
		1,164,000


Director Options Lead Manager Options Director and Management Options
		Options
Number of Instruments 4,000,000 Underlying share price $0.200 Exercise price $0.250 Expected volatility 100% Life of the Options (years) 3.31 Expected dividends Nil% Risk free rate 0.28% Value per Instrument ($) 0.120 Value per Tranche ($) 480,000		4,000,000 2,000,000 $0.200 $0.200 $0.250 $0.250 100% 100% 3.00 3.00 Nil% Nil% 0.28% 0.28% 0.114 0.114 456,000 228,000
	Audited at	Pro-forma Pro-forma
	30-Sep-20	after Offer after Offer
		Min Max
NOTE 6. ACCUMULATED LOSSES	$	$ $

Accumulated losses Audited balance of Mamba at 30 September 2020 Subsequent events: Issue of Directors’ Options Pro-forma adjustments: Costs of the Offer not directly attributable to the capital raising Issue of Directors and Management Options Pro-forma Balance	(856)	(852,851) (839,897)
		(856) (856)
		(856) (856) (480,000) (480,000)
		(480,000) (480,000) (143,995) (131,041) (228,000) (228,000)
		(371,995) (359,041)
		(852,851) (839,897)

MAMBA EXPLORATION LTD PROSPECTUS 62

NOTE 7: RELATED PARTY DISCLOSURES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 8: COMMITMENTS AND CONTINGENCIES

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the Prospectus.

MAMBA EXPLORATION LTD PROSPECTUS 63

8. INDEPENDENT ACCOUNTANT'S REPORT

MAMBA EXPLORATION LTD PROSPECTUS 64

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9 December 2020

The Directors

Mamba Exploration Limited c/- Mining Corporate Level 11, London House 216 St Georges Terrace PERTH WA 6000

Dear Directors

INDEPENDENT LIMITED ASSURANCE REPORT

1. Introduction

BDO Corporate Finance (WA) Pty Ltd ( ‘BDO’ ) has been engaged by Mamba Exploration Limited ( ‘Mamba’ or ‘the Company’ ) to prepare this Independent Limited Assurance Report ( ‘Report’ ) in relation to certain financial information of Mamba, for the Initial Public Offering of shares in Mamba, for inclusion in the Prospectus. Broadly, the Prospectus will offer up to 35,000,000 Shares at an issue price of $0.20 each to raise up to $7 million before costs (‘ the Offer ’). The Offer is subject to a minimum subscription level of 25,000,000 to raise $5 million.

Mamba was incorporated on 23 September 2020.

Expressions defined in the Prospectus have the same meaning in this Report. BDO Corporate Finance (WA) Pty Ltd ( ‘BDO’ ) holds an Australian Financial Services Licence (AFS Licence Number 316158) and our Financial Services Guide (‘ FSG ’) has been included in this report in the event you are a retail investor. Our FSG provides you with information on how to contact us, our services, remuneration, associations, and relationships.

This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which it relates for any purpose other than that for which it was prepared.

2. Scope

You have requested BDO to perform a limited assurance engagement in relation to the historical and pro forma historical financial information described below and disclosed in the Prospectus.

The historical and pro forma 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

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 AFS Licence No 316158 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

You have requested BDO to review the following historical financial information (together the ‘Historical Financial Information’ ) of Mamba included in section 7 of the Prospectus:

the audited historical Statement of Profit or Loss and Other Comprehensive Income and Statement of Cash Flows for Mamba for the period from incorporation to 30 September 2020;
the audited historical Statement of Financial Position of Mamba as at 30 September 2020;

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 Mamba for the period ended 30 September 2020 which was audited by BDO Audit (WA) Pty Ltd in accordance with the Australian Auditing Standards. BDO Audit (WA) Pty Ltd issued an unmodified audit opinion on the financial report.

Pro Forma Historical Financial Information

You have requested BDO to review the following pro forma historical financial information (the ‘Pro Forma Historical Financial Information’ ) of Mamba included in the Prospectus:

the pro forma historical Statement of Financial Position as at 30 September 2020.

The Pro Forma Historical Financial Information has been derived from the historical financial information of Mamba, after adjusting for the effects of the subsequent events described in Section 6 of this Report and the pro forma adjustments described in Section 7 of this 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 Section 7 of this 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.

The Pro Forma Historical Financial Information has been compiled by Mamba to illustrate the impact of the events or transactions described in Section 6 and Section 7 of the Report on Mamba’s financial position as at 30 September 2020. As part of this process, information about Mamba’s financial position has been extracted by Mamba from its financial statement for the period ended 30 September 2020.

3. Directors’ responsibility

The directors of Mamba are responsible for the preparation and presentation 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 are free from material misstatement, whether due to fraud or error.

4. Our responsibility

Our responsibility is to express limited assurance conclusions on the Historical Financial Information and the Pro Forma Historical Financial Information. 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 .

Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement 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 a reasonable assurance engagement. Accordingly, we do not express an audit opinion.

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

5. Conclusion

Historical Financial Information

Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as described in section 7 of the Prospectus, and comprising:

the audited historical Statement of Profit or Loss and Other Comprehensive Income and Statement of Cash Flows for Mamba for the period from incorporation to 30 September 2020;
the audited historical Statement of Financial Position of Mamba as at 30 September 2020;

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 2 of this Report.

Pro Forma Historical Financial information

Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information as described in the Appendices to this Report, and comprising:

the pro forma historical Statement of Financial Position of Mamba as at 30 June 2020,

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 2 of this Report.

6. Subsequent Events

The pro-forma statement of financial position reflects the following events that have occurred subsequent to 30 September 2020:

On 9 October 2020, the Company issued 3,000,000 ordinary shares at $0.0001 per share to raise a total of $300;
On 9 October 2020, the Company issued 4,000,000 options exercisable at $0.25, with an expiry date on the 31 January 2024 to the directors (‘ Director Options’ ). The Director Options have been valued at $480,000 using the Black Scholes option pricing model and have been offset against accumulated losses; and
The Company issued 5,333,333 ordinary shares at $0.075 per share to raise $79,750.

Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the Directors, to the best of our knowledge and belief no other material transaction or event outside of the ordinary business of Mamba not described above, has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

7. Assumptions Adopted in Compiling the Pro-forma Statement of Financial Position

The pro forma historical Statement of Financial Position is shown in section of the Prospectus. This has been prepared based on Mamba’s statement of financial position as at 30 September 2020, the subsequent events set out in Section 6, and the following transactions and events relating to the issue of Shares under this Prospectus:

The issue of 35,000,000 Shares at an offer price of $0.20 each to raise $7 million before costs pursuant to the Prospectus, based on the maximum subscription;
The issue of 25,000,000 Shares at an offer price of $0.20 each to raise $5 million before costs pursuant to the Prospectus, based on the minimum subscription;
Cash costs of the Offer are estimated to be approximately $520,000 and $640,000 for the minimum and maximum raises respectively. The costs directly attributable to the capital raising being $376,005 and $508,959 under the minimum and maximum raise respectively, are offset against contributed equity. The remaining costs of the Offer are expensed through accumulated losses; and
Mamba will issue 17,650,000 shares at $0.20 per share for the acquisition of the exploration projects per the Tenement Sale Agreement.
The reserves balance has been adjusted to reflect the proposed issue of 4,000,000 options exercisable at $0.25, with an expiry date that is three years from issue to the lead manager (‘ Lead Manager Options ’). The Lead Manager Options have been valued at $456,000 using the Black Scholes option pricing model and have been offset against contributed equity as a cost of the Public Offer.
The reserves balance has been adjusted to reflect the proposed issue of 2,000,000 options exercisable at $0.25, with an expiry date that is three years from issue to the Directors and Management (‘ Directors and Management Options ’). The Directors and Management Options have been valued at $228,000 using the Black Scholes option pricing model and have been offset against accumulated losses.

8. Independence

BDO is a member of BDO International Ltd. BDO does not have any interest in the outcome of the proposed IPO other than in connection with the preparation of this Report and participation in due diligence procedures, for which professional fees will be received. BDO Audit (WA) Pty Ltd is the auditor of Mamba for which normal professional fees are received.

9. Disclosures

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 be a substitute for professional advice and potential investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, potential investors should consider whether it is appropriate for their objectives, financial situation or needs.

Without modifying our conclusions, we draw attention to Section 2 of this Report, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

BDO has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report this consent has not been withdrawn. However, BDO has not authorised the issue of the Prospectus. Accordingly, BDO makes no representation regarding, and takes no responsibility for, any other statements or material in or omissions from the Prospectus.

Yours faithfully

BDO Corporate Finance (WA) Pty Ltd

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Sherif Andrawes

Director

FINANCIAL SERVICES GUIDE

9 December 2020

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (‘ we ’ or ‘ us ’ or ‘ ours ’ as appropriate) has been engaged by Mamba Exploration Limited (‘ the Company’ ) to provide an Independent Limited Assurance Report (‘ILAR’ ‘our Report/s’) for inclusion in this Prospectus.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (‘ FSG’ ). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensee.

This FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our Report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide an ILAR in connection with the financial product of another entity. Our Report indicates who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our Report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice.

Fees, commissions and other benefits that we may receive

We charge fees for providing reports, including this Report. These fees are negotiated and agreed with the client who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately $14,000 (exclusive of GST).

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the Report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from Mamba Exploration Limited for our professional services in providing this Report. That fee is not linked in any way with our opinion as expressed in this Report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, 38 Station Street, Subiaco, Perth WA 6008.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Australian Financial Complaints Authority (‘AFCA’). AFCA was established on 1 November 2018 to allow for the amalgamation of all Financial Ombudsman Service schemes into one. AFCA will deal with complaints from consumers in the financial system by providing free, fair and independent financial services complaint resolution. If an issue has not been resolved to your satisfaction you can lodge a complaint with AFCA at any time.

Our AFCA Membership Number is 12561. Further details about AFCA are available on its website www.afca.org.au or by contacting it directly via the details set out below:

Australian Financial Complaints Authority GPO Box 3 Melbourne VIC 3001 Toll free: 1300 931 678 Website: www.afca.org.au

Contact details

You may contact us using the details set out on page 1 of our Report.

9. INDEPENDENT GEOLOGISTS REPORT

MAMBA EXPLORATION LTD PROSPECTUS 72

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Independent Geologist Report

Mamba Exploration Ltd.

December 2020

==> picture [103 x 41] intentionally omitted <==

Mamba Exploration Limited

Independent Geologist Report – Darling Range, Ashburton, Kimberley & Calyerup Creek Projects, Western Australia

Mining Insights Pty Ltd (Mining Insights)

109 Delaney Circuit, Carindale, QLD 4152, Australia Website: www.mininginsights.com.au Phone: +61 (0) 7 3349 7484

10 December 2020

Independent Geologist

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Robert Wason, Senior Consultant – Geology BSc (Geology), MSc (Mining Geology) MAusIMM Mining Insights Pty Ltd.

Peer Review

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Manish Garg, Director - Advisory BEng (Minerals Eng.), Master of Applied Finance MAusIMM, GAICD Mining Insights Pty Ltd.

Independent Geologist Report

Mining Insights

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Executive	Executive	Summary ............................................................................................... 8
1	Introduction ................................................................................................. 13
	1.1	Compliance with JORC and VALMIN Code .......................................................13
	1.2	Competent Person Statement ............................................................................13
	1.3	Data Sources ......................................................................................................14
	1.4	Site Visit ..............................................................................................................14
	1.5	Tenement Status Verification .............................................................................14
	1.6	Independence .....................................................................................................14
	1.7	Disclaimer and Warranty ....................................................................................15
2	Overview of Mamba Exploration and its assets ........................................ 16
	2.1	Introduction to Mamba Exploration .....................................................................16
	2.2	Company Strategy ..............................................................................................16
	2.3	Tenure ................................................................................................................17
	2.4	Climate ................................................................................................................18
3	Darling Range Project................................................................................. 19
	3.1	Introduction .........................................................................................................19
	3.2	Location, Access & Topography .........................................................................19
	3.3	Regional Geology ...............................................................................................19
	3.4	Project Geology ..................................................................................................21
		3.4.1 Project Geology - Black Hills ....................................................................21
		3.4.2 Project Geology – Mistake Creek .............................................................23
		3.4.3 Project Geology – Batty Bog ....................................................................24
	3.5	Previous Exploration ...........................................................................................24
	3.6	Exploration Potential ...........................................................................................25
4	Calyerup Creek Project ............................................................................... 27
	4.1	Introduction .........................................................................................................27
	4.2	Calyerup Creek - Area Geology .........................................................................28
	4.3	Mineralisation ......................................................................................................28
		4.3.1 Historical Production ................................................................................29
		4.3.2 Exploration History ...................................................................................29

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	4.4	Exploration Potential ...........................................................................................30
5	Ashburton Project ....................................................................................... 31
	5.1	Introduction .........................................................................................................31
	5.2	Location and Access ..........................................................................................31
	5.3	Regional Geology ...............................................................................................31
	5.4	Lyndon Area .......................................................................................................32
		5.4.1 Local Geology ..........................................................................................32
		5.4.2 Mineralisation ...........................................................................................33
		5.4.3 Previous Exploration ................................................................................33
		5.4.4 Prospectivity .............................................................................................34
		5.4.5 Exploration Potential ................................................................................35
	5.5	Osbourne Well Area ...........................................................................................35
		5.5.1 Local Geology ..........................................................................................35
		5.5.2 Previous Exploration ................................................................................36
		5.5.3 Exploration Potential ................................................................................38
6	Kimberley Project ....................................................................................... 39
	6.1	Copper Flats Sub-Project ...................................................................................39
		6.1.1 Copper Flats Geology ..............................................................................39
		6.1.2 Mineralisation ...........................................................................................40
		6.1.3 Previous Exploration ................................................................................41
		6.1.4 Exploration Potential ................................................................................42
	6.2	Ruby Plains Sub-Project .....................................................................................42
		6.2.1 Ruby Plains Geology ................................................................................42
		6.2.2 Previous Exploration ................................................................................43
		6.2.3 Exploration Potential ................................................................................44
	6.3	Speewah East Sub-Project .................................................................................45
		6.3.1 Speewah East Geology ............................................................................45
		6.3.2 Exploration Targets & Exploration History ...............................................46
		6.3.3 Exploration Potential ................................................................................47
7	Opportunities and Risks ............................................................................. 48
	7.1	Opportunities ......................................................................................................48

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7.2 Technical Risks...................................................................................................48
8 Exploration Strategy & Use of Funds ........................................................ 49
8.1 Exploration Expenditure .....................................................................................49
8.2 Conclusions ........................................................................................................50
References ........................................................................................................... 51
JORC Code (2012) Table 1 ................................................................................... 52
Darling Range Project ...................................................................................................52
Calyerup Creek Project .................................................................................................56
Ashburton Project .........................................................................................................61
Kimberley Project ..........................................................................................................66
Appendix A: Darling Range Project - Drilling & Rock Chip Sampling .............. 72
Appendix B: Calyerup Creek Project – Drilling .................................................. 74
Appendix C: Ashburton Project .......................................................................... 77
Appendix D: Kimberley Project – Drilling ........................................................... 80

List of Figures

Figure 2:1	Mamba Exploration - Portfolio of Projects ........................................... 16
Figure 3:1	Darling Range Project – Location & Access ........................................ 19
Figure 3:2	Darling Range Geological Setting (with GSWA 1:500,000 geology) .... 20
Figure 3:3	Black Hills – Project Geology (with GSWA 1:250,000 Geology) .......... 22
Figure 3:4	Geology with Mistake Creek (Red) and neighbouring Madrake Resources
Jimperding	Tenure (Green) (with GSWA 1:250,000 geology) ................................. 23
Figure 3:5	Magnetics highlighting intrusive feature at Black Hills (L) & Batty Bog Tenement
(R ) 25
Figure 4:1	Calyerup Creek Project – Location Map .............................................. 27
Figure 4:2	Calyerup Creek Project – Tenure Map ................................................ 27
Figure 4:3	Calyerup Creek Area Geology (with GSWA 1:250,000 geology) ......... 28
Figure 4:4	Calyerup Creek Project – Southern Prospect Cross Section ............... 30
Figure 5:1	Ashburton Project – Location .............................................................. 31
Figure 5:2	Ashburton Project – Regional Geology (with GSWA 1:500,000 Geology)32
Figure 5:3	Lyndon Prospect - exploration model and drill results ......................... 34

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Figure	5:4	Osbourne Well – with GSWA Interpretive 1:500,000 Geology and Mindex
Figure	5:5	Osbourne Well – Rock Chip Sampling (2014) ..................................... 37
Figure	5:6	Osbourne Well – Map of Woods Prospect Trenching by Zenith Minerals38
Figure	6:1	Kimberley Project – Location .............................................................. 39
Figure	6:2	Copper Flats Area – Geology (with GSWA 1:500,000 geology) .......... 40
Figure	6:3	Copper Flats Area – Conceptual Mineralisation Model ........................ 41
Figure	6:4	Ruby Plains Area – Geology (with GSWA 1:500,000 geology) ............ 43
Figure	6:5	Ruby Plains Project – Prospective Formation & Rock Chip Sampling . 44
Figure	6:6	Speewah East Area – Geology (with GSWA 1:500,000 geology) ........ 46
Figure	6:7	Speewah East Area – Aeromagnetic Image (1st Vertical Derivative) .. 46

List of Tables

Table 2:1 Mineral Tenement Licence Schedule ................................................... 17 Table 8:1 Exploration Expenditure Budget ........................................................... 49 Table 8:2 Exploration Expenditure Budget Summary ........................................... 50

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Key Abbreviations

$ or AUD
Ag
Au
AusIMM
Cu
Mamba Exploration
ha
JORC Code
k
km
km2
M
m
m3
Mt
Mineral
Resource
Mtpa
Mining Insights
Pb
ppm
t
Zn

Australian Dollar
Silver
Gold
Australasian Institute of Mining and Metallurgy
Copper
Mamba Exploration Ltd
Hectare(s)
2012 Edition of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves, Australasian Institute of Mining and
Metallurgy, Australian Institute of Geoscientists, and Mineral Council of
Australia
Thousand
Kilometres(s)
Square kilometre(s)
Million
Meter
cubic metre
Millions of tonnes
A ‘Mineral Resource’ is a concentration or occurrence of solid material of
economic interest in or on the Earth’s crust in such form, quality, and quantity
that there are reasonable prospects for eventual economic extraction. The
location, quantity, quality, continuity, and other geological characteristics of
a Mineral Resource are known, estimated, or interpreted from specific
geological evidence and knowledge, including sampling. Mineral Resources
are sub-divided, in order of increasing geological confidence, into Inferred,
Indicated, and Measured categories.
Millions of tonnes per annum
Mining Insights Pty Ltd.
Lead
Parts per million, same as grams per tonne
Tonne
Zinc

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Executive Summary

Mining Insights Pty Ltd (Mining Insights) was requested by Mamba Exploration Limited (“Mamba Exploration” or “Company”) to prepare an Independent Geologist Report (“IGR” or "Report"). The IGR is to be included in a prospectus issued by the Company and dated 10 December 2020 for an initial public offer of 25,000,000 shares at an issue price of $0.20 each to raise $5,000,000 (Minimum Subscription) (before costs). Oversubscriptions for up to a further 10,000,000 shares at an issue price of $0.20 each to raise an additional $2,000,000 may be accepted (Prospectus) and listing on the Australian Securities Exchange (ASX).

This Report has been prepared as a public document, in the format of an independent specialist’s report and in accordance with the guidelines of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – the 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC).

The funds raised will be used for exploration and evaluation of the project areas in Western Australia. This IGR details four principal project areas (Darling Range, Ashburton, Kimberley and Calyerup Creek) in Western Australia.

The Independent Geologist’s Report has been prepared on information available up to 8 December 2020 and Mining Insights is not aware of any material change to the company’s mineral interests since that date. A draft of the technical component of the report was provided to Mamba Exploration, along with a written request to identify any material errors or omissions before lodgement.

Darling Range Project

The Darling Range project comprises of two granted exploration licenses (Black Hill and Batty Bog area) and one exploration licence application (Mistake Creek area). The project covers 26 blocks or approximately 75km[2] . The project is located between 100km and 120km northeast of Perth. The nearby country towns include Northam, Toodyay and New Norcia and Gingin being 40km to the west.

The previous exploration includes rock chip sampling and Rotary Air Blast (RAB) drilling. Within the Black Hills tenement, there are several old workings located in the area. Some grey quartz vein float is present around some of the old shafts and most appear to be located on or near banded iron formation float.

Additionally, within the Black Hills and Batty Bog tenements, there is a circular magnetic feature, which is interpreted to be an intrusion. Intrusive related nickel, copper and PGE systems are known to occur in the district and the feature has been untested. This along with the gold anomaly on the project represent a significant target.

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The Darling Range Project is prospective for gold and base metals styles of mineralisation with the best opportunity being a search for narrow, high-grade gold shoots.

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Calyerup Creek Project

The Calyerup Creek Project which is comprised of one exploration licence covers 3 blocks for approximately 8.5km[2] . It is located approximately 12Km east of Jerramangup township in the Great Southern region of Western Australia.

The Calyerup Creek prospect located on the southern margin of the Yilgarn Block close to the contact with the Albany Fraser mobile belt. Gold mineralization at Calyerup Creek occurs within an S-shaped belt of shallow to steeply dipping granulites and gneisses approximately six by two kilometres in dimension. Historical exploration includes shallow RC drilling.

Calyerup Creek is an early-stage exploration project in the Albany Frazer tectonic zone. It covers the high-grade Metamorphic Craton Margin setting. The historical work carried out is limited in nature with shallow drilling, however, indications of significant mineralisation warrants follow up exploration.

Ashburton Project

Exploration licences E08/2913 and E09/2332 and Exploration licence applications E08/3190 and E 08/3266 form the Ashburton Project covering 193 blocks or approximately 580km[2] of the established mineralogical terrain of in the eastern part of the Gascoyne Mining District of Western Australia. The project is approximately 100km south of Onslow, 240km west of Paraburdoo, and 220km north-east of Carnarvon.

The project area lies to the east of the Carnarvon Basin within early Proterozoic rocks of the Morrissey Metamorphic Suite from the Capricorn Orogen in the Gascoyne Complex. Gold mineralisation is associated with quartz veins hosted in the early Proterozoic schists and gneisses of the Morrissey Suite. The gold mineralisation is commonly, but not universally, associated with malachite, chalcopyrite and minor galena with a highly variable structural control and orientation.

Early exploration comprised small scale prospecting chiefly for gold and base metals which is evident by the number of shallow prospecting pits. More recently, work comprised geological mapping around known occurrences, rock chip and stream sediment sampling, reverse circulation (RC) drilling and an induced polarisation interpretation. The project area is prospective given it lies on a major regional structure which separates into numerous “horsetail” structures within the project. This regional setting is similar to the geological setting of the Glenburgh Gold Project (Gascoyne Resources) which contains ~1.0Moz of gold.

Kimberley Project

The Kimberley Project comprises of 3 sub-projects in the Kimberley region of Western Australia. The project includes the Copper Flats, Ruby Plains and Speewah East areas.

The Copper Flats area is comprised of five exploration licence applications covering 342 blocks or approximately 1,025km[2] and is centred approximately 125km east-northeast of Halls Creek, and 215km south of Kununurra. The project area comprises Ord Basin sediments and volcanic within the Hardman Syncline. The Copper Flats area has been explored since the 1970s, with numerous reports of visible copper mineralisation in outcrop. The previous exploration includes rock chip and channel sampling along with RC drilling. The Copper Flats is an early-stage exploration area with excellent first pass results. Past exploration has identified areas of strong geochemical anomalism in favourable structural settings. The

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interpretation of drilling and mapping suggests that the copper mineralisation at Copper Flats is both a lateral stratabound mineralisation and a vertical narrow structurally controlled mineralisation.

The Ruby Plains area is comprised of four granted exploration licences and three exploration licence applications covering 287 blocks or approximately 860km[2] . The project is located approximately 50km from Halls Creek. The area is located within the Halls Creek Orogenic Belt, one of the principal tectonic elements of the Kimberley Region. Cobalt (Co)-manganese (Mn) mineralisation is present in the Ruby Plains Group, which is the main stratigraphic unit in the area. Historical exploration across the project area has focussed predominantly on Mn mineralisation (with associated Co mineralisation) with mapping, magnetic surveys, rock chip sampling and drilling. The Ruby Plains Sub-Project is an early-stage exploration project. Cobalt, Manganese and copper prospectivity of the area has been well established by past explorers.

The Speewah East area is located approximately 50km south-west of Kununurra in the East Kimberly of Western Australia. The sub-project comprises one exploration licence and one exploration licence application. The project covers 160 blocks for approximately 480km[2] . The tenements are located on the western and relatively undeformed margin of the Kimberley Block, where they cover an antiformal structure known as the Speewah Dome and a section of the Greenvale Fault that hosts fluorite and barite mineralisation. Limited historical exploration has been completed to date. Potential for high-grade gold targets exists in structural and litho-structural traps. Exploration activities should focus for high-grade gold targets in significant regional dome structures with major regional faults of gold-bearing arsenic quartz chlorite veins in both multiple flat dipping thrusts and vertical shears associated with gold-base metal epithermal quartz veins, dolerite dykes and chloritic shears. The area is also considered prospective for intrusive related nickel and copper mineralisation similar the Savannah deposit to the south.

Summary

Mining Insights concludes that the Mamba Exploration portfolio of projects presents exposure to an attractive range of grassroots exploration opportunities. Further exploration and evaluation work is warranted on each of the Projects.

Mamba Exploration’ proposed exploration programme consists of exploration and drilling & resource evaluation phases. Mining Insights’ considers Mamba Exploration’s exploration strategy to be justified and appropriate. A summary of the proposed exploration expenditure is shown in the table below.

Exploration Expenditure Budget

Project	Minimum Subscription	Minimum Subscription	Minimum Subscription	Maximum Subscription	Maximum Subscription	Maximum Subscription
	Year 1 ($)	Year 2 ($)	Total ($)	Year 1 ($)	Year 2 ($)	Total ($)
DarlingRange	270,000	225,000	495,000	300,000	325,000	625,000
CalyerupCreek	405,000	410,000	815,000	535,000	510,000	1,045,000
Ashburton	335,000	430,000	765,000	405,000	560,000	965,000
Kimberley	405,000	730,000	1,135,000	535,000	850,000	1,385,000
Total	1,415,000	1,795,000	3,210,000	1,775,000	2,245,000	4,020,000

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The proposed budget allocations are considered consistent with the exploration potential of each project and are considered adequate to cover the costs of the proposed programmes. The budgeted expenditures are also considered sufficient to meet the minimum statutory expenditure on the Tenements.

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1 Introduction

Mining Insights Pty Ltd (Mining Insights) was requested by Mamba Exploration Limited (“Mamba Exploration” or “Company”) to prepare an Independent Geologist Report (“IGR” or "Report"). The IGR is to be included in a prospectus issued by the Company and dated 10 December 2020 for an initial public offer of 25,000,000 shares at an issue price of $0.20 each to raise $5,000,000 (Minimum Subscription) (before costs). Oversubscriptions of up to 10,000,000 Shares may be accepted by the Company (Prospectus) on the Australian Securities Exchange (ASX).]

A draft of the technical component of the report was provided to Mamba Exploration, along with a written request to identify any material errors or omissions before lodgement.

1.1 Compliance with JORC and VALMIN Code

1.2 Competent Person Statement

The information in this report that relates to Exploration Results is based on information compiled by Mr Robert Wason BSc (Hons) Geology, MSc (Mining Geology), a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Wason is Senior Consultant - Geology at Mining Insights Pty Ltd. Mr Wason has more than 10 years of international experience and has sufficient experience in exploring, mining and estimating base metal and gold deposits that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code.

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Mr Robert Wason, BSc (Hons), MSc, MAusIMM Senior Consultant – Geology Mining Insights Pty Ltd, Brisbane

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1.3 Data Sources

Mining Insights has based its review of these projects on the information made available to the principal authors by Mamba Exploration along with technical reports prepared by consultants, government agencies and previous tenements holders, and other relevant published and unpublished data. Mining Insights has also relied upon discussions with Mamba Exploration’ management for the information contained within this assessment. This report has been based upon information available up to and including 8 December 2020.

Mining Insights has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy, and completeness of the technical data upon which this report is based. Unless otherwise stated, information and data contained in this technical report or used in its preparation have been provided by Mamba Exploration in the form of documentation.

Mamba Exploration was provided with a final draft of this report and requested to identify any material errors or omissions before its lodgement.

Descriptions of the mineral tenure, tenure agreements, encumbrances and environmental liabilities were provided to Mining Insights by Mamba Exploration or its technical consultants. Mamba Exploration has warranted to Mining Insights that the information provided for preparation of this report correctly represents all material information relevant to the Project. Full details on the tenements are provided in the Independent Solicitor’s Report elsewhere in the prospectus.

1.4 Site Visit

No visit was conducted as the author felt that he has sufficient knowledge of this region and the projects are at an early stage, and there is a very limited relevant outcrop of interest to inspect.

1.5 Tenement Status Verification

Mining Insights has not independently verified the status of the tenements that are referred to in this report as set out in the Tenement Schedule in this report, which is a matter for independent tenement experts.

Details of the legal ownership of the mineral assets are dealt with in the Solicitors report within the Prospectus.

1.6 Independence

This Report was commissioned by Mamba Exploration on a fee-for-service basis according to Mining Insights’ schedule of rates depending on the Consultant’s skills and experience. Mining Insights’ fee of $23,500 is not contingent on the outcome of the IPO.

The Independent Geologist has no beneficial interest in the mineral assets reviewed. Neither Mining Insights’, nor the authors of this Report, has or has had previously any material interest in Mamba Exploration, or the mineral properties in which Mamba Exploration proposes to acquire an interest. Further, neither Mining Insights’ nor the authors of this Report have previously reviewed these mineral assets.

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Mining Insights’ relationship with Mamba Exploration is solely one of professional association between a client and an independent consultant.

1.7 Disclaimer and Warranty

The statements and opinions contained in this report are given in good faith and in the belief that they are not false or misleading. The conclusions are based on the reference date of the 8 December 2020 and could alter over time depending on exploration results, mineral prices, and other relevant market factors.

This Report was commissioned to Mamba Exploration on a fee-for-service basis on the prescribed schedule of rates. Mining Insights’ fee is not contingent on the outcome of its Statement or the success or failure for the purpose for which the report was prepared.

A draft section of the report containing the technical and project description was provided to Mamba Exploration for comment in respect of omissions and factual accuracy. As recommended in Section 39 of the VALMIN Code, Mamba Exploration has provided Mining Insights’ with an indemnity under which Mining Insights’ is to be compensated for any liability and/or any additional work or expenditure, which:

Results from Mining Insights’ reliance on information provided by Mamba Exploration and/or Independent consultants that are materially inaccurate or incomplete, or
Relates to any consequential extension of workload through queries, questions or public hearings arising from this report.

The conclusions expressed in this report are appropriate as of 8 December 2020. The report is only appropriate for this date and may change in time in response to variations in economic, market, legal or political factors, in addition to ongoing exploration results. Mining Insights is not liable to update the report upon a change to any of the above-mentioned factors or exploration results.

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2 Overview of Mamba Exploration and its assets

2.1 Introduction to Mamba Exploration

Mamba Exploration Ltd (Mamba Exploration or the Company) is an unlisted mineral exploration company incorporated in September 2020, with its headquarters in Perth. Through a series of acquisitions and options, Mamba Exploration has built a diverse portfolio of exploration projects in Western Australia. Mamba Exploration is focused on the exploration for nickel, copper and gold. The projects are located in the Darling Range east of Perth, in the northern Gascoyne / southern Ashburton, Kimberly and Great Southern regions of Western Australia.

2.2 Company Strategy

The Company is now seeking to list on the ASX to fund the future evaluation and assessment of the exploration projects. Mamba Exploration’s initial exploration focus is directed predominately towards nickel, copper and gold in the established mineral districts (Figure 2:1). The four assets are:

Darling Range Project – nickel, copper & PGE;
Calyerup Creek – gold;
Ashburton – gold and
Kimberly (Speewah East, Copper Flats and Ruby Plains) – nickel, copper, cobalt, silver & gold.

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Figure 2:1 Mamba Exploration - Portfolio of Projects

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Mamba Exploration plans to increase shareholder value by spending up to A$4.02 million from the funds raised under the Prospectus on an intensive exploration program over the two years following listing. The Company has identified several targets on which it will commence immediate work following listing. During the first 12 months, the Company will use the new exploration data collected to identify and rank the development priorities for the Company. Also, the Company will continually assess strategic corporate opportunities that may have the potential to create additional value for all Shareholders.

2.3 Tenure

The tenement packages being acquired by Mamba Exploration are detailed in Table 2:1. Ten (10) of these exploration licences are already granted while twelve (12) are at Exploration Licence Application stage.

Table 2:1 Mineral Tenement Licence Schedule

Project	Sub Project	Tenement	Ownership	Status	Grant Date	Term (years)	Block s
Darling Range	Batty Bog	E 70/5329	Mining Equities Pty Ltd	Granted	1/12/2020	5	8
	Black Hills	E 70/5147	Peter Romeo GIANNI	Granted	15/05/2019	5	6
	Mistake Creek	E 70/5403	Mining Equities Pty Ltd	Pending, applied 14/04/2020			12
Calyerup Creek	Calyerup Creek	E 70/4998	Kokoda Exploration Pty Ltd	Granted	22/01/2018	5	3
Ashburton	Lyndon	E 08/2913	Ashburton Metals Group Pty Ltd	Granted	19/07/2018	5	24
		E 08/3190	Mining Equities Pty Ltd	Pending, applied 23/04/2020			20
		E 08/3266	Mining Equities Pty Ltd	Pending, applied 17/09/2020			139
	Osbourne Well	E 09/2332	Peter Romeo GIANNI	Granted	6/01/2020	5	10
Kimberley	Copper Flats	E 80/4569	Fraka Investments Pty Ltd	Pending, applied 28/01/2011			26
		E 80/4586	Fraka Investments Pty Ltd	Pending, applied 25/02/2011			18
		E 80/5247	Fraka Investments Pty Ltd	Pending, applied 20/06/2018			86
		E 80/5280	Fraka Investments Pty Ltd	Pending, applied 10/10/2018			139
		E 80/5281	Fraka Investments Pty Ltd	Pending, applied 10/10/2018			73
	Ruby Plains	E 80/5079	Sarag Pty Ltd	Granted	22/09/2017	5	19
		E 80/5232	Fraka Investments Pty Ltd	Granted	6/02/2020	5	16
		E 80/5085	Sarag Pty Ltd	Pending, applied 21/03/2017			79
		E 80/5086	Sarag Pty Ltd	Pending, applied 21/03/2017			66
		E 80/5409	Mining Equities Pty Ltd	Granted	11/11/2020	5	16
		E 80/5411	Mining Equities Pty Ltd	Granted	11/11/2020	5	26
		E 80/5519	Fraka Investments Pty Ltd	Pending, applied 09/09/2020			65
	Speewah East	E 80/5216	Gold Valley Iron & Manganese Pty Ltd	Granted	30/10/2019	5	81
		E 80/5217	Gold Valley Iron & Manganese Pty Ltd	Pending, applied 11/04/2018			79

Further details regarding the status of these tenements and the associated acquisition agreements entered into by Mamba Exploration pertaining to these tenements are included in the Solicitor’s Report in the Prospectus.

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2.4 Climate

The climate across Western Australia varies from the semi-continental Mediterranean with relatively cool, wet winters contrasted by hot and dry summers in the southwest and much of the coast, to semi-arid and desert conditions in the east, to tropical in the north.

Daily maximum temperatures range from 30°C to approximately 45°C during the summer months (December to February), falling to minimum temperatures of 15°C to 25°C during winter. The average annual rainfall is in the order of 266 mm, with a large proportion of this rain falling in the winter months. There are 80–100 days of rain per year. Average wind speeds are generally less than 3 m/sec, with the predominant wind direction being from the northeast and northwest.

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3 Darling Range Project

3.1 Introduction

The Darling Range project comprises of two granted exploration licenses (E 70/5147 & E 70/5329) and one exploration licence application (ELA 70/5403). The project covers 26 blocks or approximately 75km[2] .

3.2 Location, Access & Topography

The project is located between 100km and 120km north-east of Perth. The nearby country towns include Northam, Toodyay and New Norcia and Gingin being 40km to the west. The project is closely located to Perth and, therefore, it has multiple logistic corridors to get to and around the project area (Figure 3:1).

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Figure 3:1 Darling Range Project – Location & Access

3.3 Regional Geology

The Jimperding Metamorphic Belt is an NNW-trending zone - possibly a truncated synclinorium - of low pressure, high grade, metasedimentary rocks with interlayered igneous lithologies. Two distinct tectono-lithological zones are noted within the belt although the boundary is poorly defined. The zones are defined firstly by a variation in metamorphic grade

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from lower amphibolite facies in the far west to granulite facies in the east, and secondly by variations in lithologies (Figure 3:2).

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

Batty Bog
Black Hills
Mistake Creek
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Figure 3:2 Darling Range Geological Setting (with GSWA 1:500,000 geology)

The western zone is dominated by fuchsitic quartzite with interlayers of para quartz-feldsparbiotite (-garnet) gneiss, andalusite or sillimanite-bearing schist, minor BIF and rare calc-

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silicates, mafic and ultramafic lithologies. These rocks are deformed by four phases of deformation but generally have a flat-lying orientation.

The eastern zone consists of moderate to steep east-dipping, thinly interlayered quartzite and BIF with lesser quartz-feldspar-biotite-(garnet) gneiss, schist, amphibolite, mafic granulite and ultramafics. The felsic rocks appear to be dominantly metasedimentary in origin. Several broad zones with quartzite and BIF markers can be traced tens of kilometres. Between Bolgart and Toodyay, an SW-trending, l-4km wide zone of mafic rocks (amphibolite, plagioclasehornblende- cummingtonite gneiss and two pyroxene granulite) is noted. On a gross scale, this mafic zone appears structurally simple, but in detail is strongly deformed by boudinaging and complex folding.

3.4 Project Geology

3.4.1 Project Geology - Black Hills

Outcrops within the project area were noted to be fairly poor and were dominated by N- trending dolerite dykes and quartz/quartzite ridges which appear to be structurally controlled. Other lithologies, including aluminous schist and amphibolite, had NNW to NW strikes, were generally poddy and had affinities to greenstone supracrustal sequences observed in the Southern Cross and Murchison Provinces (Figure 3:3).

Between Bejoording and Bolgart, outcrops and sub crops were heterogeneous both texturally and mineralogically. They ranged from strongly foliated to equigranular to porphyroblastic and varied from banded mafic granulite to amphibolite to ferruginous schist to BIF. Just south of Syrcd Road, a local magnetic high was found to coincide with an 80- 100m wide outcrop of ultramafic rocks, of which the previous sampling by Oner Exploration had returned 2900ppm Ni. North of Bolgart. outcrop was even less common due to the dominance of Quaternary sand and Tertiary laterite cover. This area includes the historical Blackboy Hill Au workings.

The bedrock geology comprised an N-trending belt of BIF and quartzite with magnetic amphibolite, quartz-feldspar-biotite gneiss and quartz-muscovite schist interbed, bounded to the cast and west by granitoid and gneiss. Many of the lithologies were podiform, tightly folded on a small scale and quartz veined. Orientation data suggests that they have been polydeformed. One stretching lineation was measured plunging steeply SE.

Inspection of the Au workings indicated that the shafts had been back-filled, but remnant spoil indicated the presence of grey quartz and a general spatial association with BIF.

Foliation orientations measured in recognisable metamorphosed supracrustal rocks (banded iron formation, quartzite and amphibolite) are like those measured in gneisses suggesting that both formed during the same deformation/metamorphic event. The foliation plane poles are scattered around a great circle at 130/35 which suggests that folding in the region is probably around a 130/35 oriented axis. This interpreted axis orientation is considerably shallower compared to the orientation of the fold axes and lineation’s measured in outcrops. The two orientations are probably the result of multiple deformation events that have affected the area.

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Figure 3:3 Black Hills – Project Geology (with GSWA 1:250,000 Geology)

3.4.1.1 Mineralisation

Located within the Black Hills tenure is a couple of small historic shafts for which there are no reliable production figures. A sample of quartz veining from near to one of these shafts reported the highest rock chip sample gold assay grade of 1.16ppm Au.

Several old workings are located in the area. These have all been filled in and only shaft spoil remains. Some grey quartz vein float is present around some of the old shafts and most appear to be located on or near banded iron formation float.

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3.4.2 Project Geology – Mistake Creek

The southern-most tenement in the Darling Range project is the Mistake Creek tenement, located approximately 7km west of the township of Northam.

The project area falls completely within the Jimperding Metamorphic Belt which is interpreted to form part of the Western Gneiss Terrain of the Archaean Yilgarn Block. Bedrock throughout much of the Yilgarn region consists of Archaean rock described as coarse porphyritic granite and adamellite, and leucocratic granofels of granitic-admellitic composition. Over much of the region, these rocks have been deeply weathered, forming an intensely leached, kaolinised zone under a lateritic duricrust which forms a relict peneplain thought to be of Eocene age. In some parts of the region, however, the laterite lies directly over relatively fresh granite in absence of an intervening kaolinised zone (Figure 3:4).

The Jimperding Metamorphic Belt is in the northern part of the southwestern Yilgarn Craton and comprises Archaean gneisses, arkosic paragneiss and banded-iron formation, interleaved with a variety of garnetiferous orthogneiss and ultramafic units1

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Figure 3:4 Geology with Mistake Creek (Red) and neighbouring Madrake Resources Jimperding Tenure (Green) (with GSWA 1:250,000 geology)

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3.4.3 Project Geology – Batty Bog

The northernmost tenement in the Darling Range project is the Batty Bog tenement, located approximately 12km north of New Norcia. The tenement has had very little historical exploration however based on the regional aeromagnetic data, there appears to be a circular magnetic feature which is either an intrusive feature or a highly folded banded iron formation.

3.5 Previous Exploration

Black Hills

In 1995, CRA Exploration conducted drilling on the current tenement. The programme was designed to test for Au mineralisation within the laterite and bedrock profile below previously defined surficial Au-As anomalism.

Challenge drilling completed the drilling for CRA using a custom build RAB/Aircore rig. 26 drill holes were drilled in the current project area. Each hole was sampled at 1m intervals via a cyclone into plastic bags. Approximately 500g from each 1m sample was then composited to form a 200g sample over 4m interval. Any composite sample assaying >0.1ppm Au was resampled and assayed on a 2m level. All analyses were carried out by Multilabs Perth. Significant intersection includes:

93BGR016: 6m @ 0.65g/t Au from 10m
93BGR011: 2m @ 0.51g/t Au from 6m
93BGR015: 2m @ 0.5g/t Au from 6m
93BGR089: 2m @ 1.33g/t Au from 14m
93BGR090: 2m @ 1.37g/t Au from 6m
93BGR093: 2m @ 0.6g/t Au from 16m

Details of the drill hole collar information and significant assay results from drilling (>0.5g/t Au) are included in Table 1 of Appendix A.

From 2011 to 2013, Fox Resources conducted a 22-rock chip sampling program on the current project area. Anomalous rock chip samples including:

5160: 1720ppm Ni
5159: 1450ppm Ni
5174: 1610ppm Cu
5162: 1500ppm Cu
5173: 1060ppm Cu
5164: 1020ppm Cu

Details of the rock chip sample location and significant results (>1000 ppm Cu or Ni) is included in Table 2 of Appendix A.

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Mistake Creek

The tenement has had very little historical exploration however based on the regional aeromagnetic data, a package of ultramafic/mafic rocks trend through the tenement. These units to the north and east contain low-grade nickel and copper mineralisation. These units remain untested on the tenement. The tenement is adjacent to the Mandrake Resources Jimperding project.

Batty Bog

The tenement has had very little historical exploration on the tenement.

3.6 Exploration Potential

Intrusive related nickel, copper and PGE systems are known to occur in the district and the feature has been untested. This along with the gold anomaly on the project represent a significant target, particularly in light of the recent nickel, copper and PGE discovery made by Chalice Gold Mines Ltd at Julimar, approximately 30km west of the project. The tenement is prospective for gold and base metals styles of mineralisation with the best opportunity being a search for narrow, high-grade gold shoots.

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Figure 3:5 Magnetics highlighting intrusive feature at Black Hills (L) & Batty Bog Tenement (R )

The Batty Bog tenement has had very little historical exploration however based on the regional aeromagnetic data, there appears to be a circular magnetic feature which is either an

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intrusive feature or a highly folded banded iron formation. This magnetic feature represents a compelling exploration target which warrants testing (Figure 3:5).

The Mistake Creek tenement has had very little historical exploration however based on the regional aeromagnetic data, a package of ultramafic/mafic rocks trend through the tenement. These units along strike to the north and east contain low-grade nickel and copper mineralisation which warrants testing on the tenement.

Further work which could further the project includes:

Geological mapping and rock chip sampling;
soil (or Auger) sampling of the project area;
A possible acquisition of more detailed airborne magnetic data to map areas of structural importance in the area;
Acquisition of detailed airborne electromagnetic (VTEM) data to identify conductive horizons, which may be related to massive or semi-massive sulphides;
Drilling in known prospects (RC and diamond) to identify form of gold bearing mineralisation, get more accurate sampling and explore potential extension of mineralisation.

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4 Calyerup Creek Project

4.1 Introduction

The Calyerup Creek Project is located approximately 12km east of Jerramangup township in the Great Southern region of Western Australia. The South Coastal highway runs approximately 3km north of the project. Access to the project is made via 4WD and walking tracks (Figure 4:1).

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Figure 4:1 Calyerup Creek Project – Location Map

The project is comprised of one exploration licence (E 70/4998). The project covers 3 blocks for approximately 8.5km[2] (Figure 4:2).

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Figure 4:2 Calyerup Creek Project – Tenure Map

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4.2 Calyerup Creek - Area Geology

The Calyerup Creek prospect located on the southern margin of the Yilgarn Block close to the contact with the Albany Fraser mobile belt. The greenstone sequence is uncharacteristic of Archaean greenstone belts in the Yilgarn having an east-west strike orientation. The greenstone belt has an actuate nature and is wrapped around the southern flank of a granite dome which is a younger Proterozoic intrusive event related to the pyroxene granites of the Albany–Fraser Province. The east-west orientation of the belt and its predominantly southward dip is thought to derive from the emplacement of this granite dome to the north.

A large volume of granite porphyry and pegmatite rocks also intrudes the greenstones. The lithologies mainly consist of Archaean hornblende rich granulites and gneisses The Calyerup Creek Au workings are located within a remnant of the old Archaean sediments (Figure 4:3).

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Figure 4:3 Calyerup Creek Area Geology (with GSWA 1:250,000 geology)

4.3 Mineralisation

Gold mineralization at Calyerup Creek occurs within an S-shaped belt of shallow to steeply dipping granulites and gneisses approximately six by two kilometres in dimension. The mafic granulites as alternating pyroxene–rich and hornblende – plagioclase rich and identified the sequence as a metamorphosed analogue of the tholeiitic basalts found throughout the Eastern Goldfields of the Yilgarn Block. Folding is rarely observed in outcrop.

At the Southern Prospect, gold mineralisation is associated with sulphide mineralisation within fine to medium-grained, layered mafic granulites. The sulphides include pyrrhotite, arsenopyrite and pyrite with lesser chalcopyrite. The mineralised zone is concordant to the layering, which dips 55º north and ranges in width from 1 metre to 10 metres. Gold mineralisation at the Central and Northern Prospects occurs within massive sub-concordant

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quartz veins preferentially distributed within shear zones. The host rock is similar to that at the Southern Workings. Silicification and sulphide mineralisation, including pyrite, arsenopyrite, pyrrhotite and chalcopyrite is associated with the quartz-bearing shear zones. The mineralised zone dips 45º south-east at the Central Workings and 40-65º east at the Northern Prospect.

The Au bearing lodes in the central and southern workings appear as pegmatite like structures that were injected into the sedimentary unit. Pegmatites are themselves unusual rock units as they often contain many elements that are “rejected” by the cooling granite – and in this case, the rejected elements may have included Au that may have been in a greater concentration in the surrounding Archaean rocks. The northern workings of the Calyerup Creek prospects did not have obvious pegmatitic lodes outcropping to the surface, with the workings appearing over altered kaolinitic clays (altered pegmatites?), and chalcedonic quartz / sulphatic layers within the Archaean sedimentary units.

4.3.1 Historical Production

Gold production has been carried out on the area. The first record of production was from 1950 to 1969 where records show a total of 216 tonnes of ore was mined. The second phase of production occurred from 1981 to 1985 and was reported to be approximately 815 tonnes.

4.3.2 Exploration History

During 1987 - 1989, Aurelia Resources conducted exploration on the central and southern prospect on the current Calyerup Project area. An extensive soil sampling programme defined a ~4km long gold in soil anomaly was identified. A 38-hole RC drilling was conducted on the project with prospective grades (see Table 3 of Appendix B for details). Significant Intercepts during Aurelia Resources drilling includes:

CCRC001 – 4m @ 1.14g/t gold from 0m
CCRC002 – 5m @ 3.62g/t gold from 24m including 2m @ 7.61g/t Au
CCRC003 – 19m @ 0.92g/t gold from 2m including 7m @ 1.47g/t Au
CCRC004 – 6m @ 2.76g/t gold from 20m
CCRC006 – 5m @ 4.77g/t gold from 15m
CCRC007 – 7m @ 1.46g/t gold from 13m
CCRC008 – 9m @ 4.71g/t gold from 1m including 3m @ 12.71g/t Au
CCRC009 – 4m @ 2.21g/t gold from 14m
CCRC010 – 6m @ 1.23g/t gold from 11m
CCRC011 – 10m @ 1.31g/t gold from 1m including 3m @ 2.81g/t Au
CCRC015 – 4m @ 2.76g/t gold from 17m
CCRC019 – 2m @ 3.37g/t gold from 10m
CCRC021 – 9m @ 1.67g/t gold from 14m
CCRC023 – 2m @ 2.06g/t gold from 14m
CCRC024 – 6m @ 1.92g/t gold from 8m
CCRC027 – 2m @ 5.17g/t gold from 16m
CCRC027 – 1m @ 12.10g/t gold from 39m to EOH
CCRC029 – 3m @ 2.62g/t gold from 13m
CCRC031 – 1m @ 2.82g/t gold from 26m
WLCC-P11 – 9m @ 2.63g/t gold from 10m
WLCC-P12 – 7m @ 3.20g/t gold from 9m including 2m @ 6.00g/t Au

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Figure 4:4 illustrates some of the drilling results achieved during drilling by Aurelia Resources.

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Figure 4:4 Calyerup Creek Project – Southern Prospect Cross Section Source: Modified after Wamex a25539

In 2011, Temby Minerals Pty Ltd explored the Calyerup Creek project. An RC drilling program was carried out, consisting of 15 holes on the north prospect and 7 holes in the central prospect. Prospective results for Au were received from the sampling program including (see Table 4 of Appendix B for details):

Significant Intercepts at Northern Prospect during Temby drilling includes:

TRC2 – 4m @ 1.8g/t gold form 14m including 1m @ 4.83g/t gold
TRC16 – 1m @ 9.89g/t gold from 61m

Drilling has been undertaken at three separate prospects on the project (Northern, Central and Southern). The central and northern prospects have had limited drilling, this drilling did intersect significant mineralisation. The southern prospect has had the bulk of the drilling, however, this drilling has only been very shallow (>25m vertical depth) and the mineralisation remains open at depth and along strike.

4.4 Exploration Potential

Calyerup Creek is an early-stage exploration project in the Albany Frazer tectonic zone. It covers the high-grade Metamorphic Craton Margin setting similar to Tropicanna and Glenburgh.

In Mining Insights’ opinion, the historical work carried out is limited in nature with shallow drilling, however, indications of significant mineralisation with drilling intersecting up to 12.7 g/t Au were identified which warrants follow up exploration. The area of Southern prospect is the highest priority drill target with drilling proposed at depth and along strike.

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5 Ashburton Project

5.1 Introduction

Exploration licence E08/2913 and E09/2332 and Exploration licence applications E08/3190 and E08/3266 forms the Ashburton Project covering 193 blocks or approximately 580km[2] of the established mineralogical terrain of in the eastern part of the Gascoyne Mining District of Western Australia.

5.2 Location and Access

The project is located in the Ashburton region of Western Australia. The project is approximately 190km south of Onslow, 240km west of Paraburdoo, and 220km north-east of Carnarvon (Figure 5:1). The small community of Gascoyne Junction is situated about 90km south of the tenement. Access is possible using station tracks that run off well-graded shire roads from Carnarvon.

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Figure 5:1 Ashburton Project – Location

Tenements are clustered as Lyndon and Osbourne Well based on geographic locations.

5.3 Regional Geology

The project area lies to the east of the Carnarvon Basin within early Proterozoic rocks of the Morrissey Metamorphic Suite from the Capricorn Orogen in the Gascoyne Complex.

The Morrissey Metamorphic Suite mostly comprises lower Proterozoic pelitic and mafic schist, metamorphosed conglomerate, amphibolite, calc-silicate quartzite, marble, gneiss and migmatite. These metasediments have been intruded by two types of granitoids – the first comprises muscovite-bearing, heterogeneous granites derived from the anatexis of the

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Morrissey Suite, whilst the second granitoid type consists of homogeneous biotite-granites derived from remelting of Archaean and Proterozoic crustal rocks.

The structure of the Proterozoic Morrissey suite can be defined in terms of two phases of deformation, D1 and D2. D1 occurred with the main phase of prograde metamorphism, that produced stratiform schistosity in the Morrissey Suite. This initial schistosity is then crumpled and warped between major D2 granitoid bodies. D2 deformation is reflected in tight, upright, major folds and vertical structures with an axial surface crenulation cleavage observed in the schists and gneisses. The hinge lines of these folds have moderate to steep plunges towards the northwest and southeast.

The orientation of both the D1 and D2 deformation is controlled by the granitoids, such that most of the granitoids are elongated in a northwesterly to the west-northwesterly direction.

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E08/3266
E08/2913 Lyndon
E08/3190
Osbourne Well
E09/2332
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Figure 5:2 Ashburton Project – Regional Geology (with GSWA 1:500,000 Geology)

5.4 Lyndon Area

5.4.1 Local Geology

The geology comprises early Proterozoic schist, gneiss and migmatite (some of which appear to have been derived from a more mafic protolith), which are aligned to the northwest and bounded by muscovite-biotite granites and granodiorites. Locally the granodiorites appear to have undergone prograde metamorphism which has led to the development of quartzmuscovite schists which commonly host feldspar-tourmaline pegmatites particularly in the west of the project area near Daylight Well. All of these units are intruded by late Proterozoic

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dolerites and gabbros, forming dykes and sills that also appear to have been subjected to the regional deformation.

The development of Cainozoic laterites is poor, however, silcrete and calcrete commonly appears to be developed above the low lying but exposed mafic units particularly the late Proterozoic dolerite and gabbro. Approximately 40 to 50% of the project area comprises outcrop, which is restricted to low lying hills surrounded by areas of shallow slope scree, sheetwash and Quaternary alluvium which generally drains towards the northwest.

5.4.2 Mineralisation

Gold mineralisation located to date is associated with quartz veins hosted in the early Proterozoic schists and gneisses of the Morrissey Suite. The gold mineralisation is commonly, but not universally, associated with malachite, chalcopyrite and minor galena with a highly variable structural control and orientation.

Mineralised quartz generally has a “waxy” to “sugary” appearance and often brecciated and laminated with hematite and limonite fracture infill. The veins are generally narrow, less than 0.5m, though veins up to several metres across can occur. Another visual indicator of mineralisation is the occurrence of malachite.

Mineralised vein orientations vary from east-west striking, which includes the Lyndon Bettina, Eric’s Find and Eric’s Find South prospects, to northeast-striking, which include the Thirty Bob Well, Broken Thumb and Eric’s Find West prospects. Of these prospects, the best grades are found at the Lyndon Bettina lodes that averaged 40g/t Au when mined in the 1950s and 19931994, and the Eric’s Find vein which had returns assays over 10g/t Au. Both of these veins have east-west orientations.

5.4.3 Previous Exploration

The area has been previous explored by various companies:

Helix Resources NL, 1997 - stream sediment sampling and Aeromagnetic survey
Cove Mining NL, 1994 – stream sediment sampling and rock chips in Daylight Well area
Norgold Ltd, 1989 – reconnaissance, rock chips and stream sediment sampling
Cove Mining NL, 1988 – rock chips and costeans at Erics Find and photo-geology work.

Early exploration around Lyndon Station comprised small scale prospecting chiefly for gold and base metals which is evident by the number of shallow prospecting pits. Two phases of past mining are reported with a production of approximately 130 tonnes of ore at 43 g/t gold. The main areas of interest include the Lyndon Bettina, Eric’s Find, Broken Thumb and 30 Bob Well.

More recently in the 1980s and 1990s, work comprised geological mapping around known occurrences, trench, rock chip and stream sediment sampling and an aeromagnetic interpretation conducted by Helix Resources over the Lyndon Bettina and 30 Bob Well areas exploration. During 2009-2011, Integrated Resources Group completed three programs of exploration activities. These includes:

Mining Insights Independent Geologist Report

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Prospect scale mapping and 455 rock chip sampling at Bettina East, Thirty Bob Well and Broken Thumb prospects. Rock Chip results up to 46.5 g/t Au were reported from the mineralised veins at Bettina.
31 RC holes drilled at Eric’s Find, Lyndon Bettina, Bettina East, Skarn, Broken Thumb and Thirty Bob Well prospects.
IP survey at Lyndon Bettina, Skarn and Broken Thumb.

A total of 31 RC holes were drilled for a total of 1,841m. Mining Insights has from publicly available information, confirmed significant intersections include:

IRBET001: 1m @ 3.43g/t Au from 21m
IRBET002: 2m @ 32.85g/t Au from 46m
IRBET008: 1m @ 9.83g/t Au from 56m
IRBT002: 1m @ 1.88g/t Au from 16m
IRBW003: 2m @ 1.03g/t Au from 38m

Full details of significant rock chip sampling results are included in Table 5 of Appendix C while drill collar locations and significant drilling results (>0.5g/t Au) are given in Table 6 & Table 7 of Appendix C.

5.4.4 Prospectivity

Below the historical shallow pits, three narrow quartz veins were modelled that represent a potential drill target. Integrated Resources announced to the ASX shallow drilling intersected up to 4m @ 21.5 g/t and 4m @ 7.7g/t in two of the veins at Lyndon Bettina prospect on 17 November 2010, however, Mining Insights has not been able to confirm these results from publicly available assay data. Figure 5:3 outlines the exploration potential of the Lyndon Bettina prospect area.

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Figure 5:3 Lyndon Prospect - exploration model and drill results Source: Integrated Resources, ASX Announcement 17 Nov 2010

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5.4.5 Exploration Potential

The Lyndon area is prospective given it lies on a major regional structure which separates into numerous “horsetail” structures within the project. This regional setting is similar to the geological setting of the Glenburgh Gold Project (owned by Gascoyne Resources) which contains ~1.0Moz of gold. Shallow auger/vacuum drilling is recommended over the project to test below the shallow transported colluvium as well as further drilling to target and better define prospective areas shown in previous exploration drilling programs.

5.5 Osbourne Well Area

The Osbourne Well tenement is located approximately 70km to the south-east of the Lyndon area and is located in the major regional structure. The area has had very little previous exploration activity.

5.5.1 Local Geology

Prospect scale geology is comprised by generally recessive tonalite - granodiorite felsic intrusive suites and strongly deformed metasedimentary sequences assigned respectively to the Moorarie Supersuite (1830 – 1780 Ma) and Morrissey/Pooranoo Metamorphics all of which have been intruded by multiple dolerite dykes assigned to the younger Mundine Well Dolerite suite (Figure 5:4).

A thin locally extensive cover of undifferentiated colluvium and calcrete deposits overlies basement sequences. Regolith weathering profiles are moderately developed with local evidence of peneplain to indurated crusts, and calcareous laterite profiles present. Calcrete deposits are considered to have formed during the Tertiary epoch and relate to paleodrainages and/or fault structures.

The major structural features are usually only seen along with the creek systems where the preferentially eroding fault and shear structures are barely exposed. Unfortunately, these zones are the most likely to contain significant mineralisation, the net effect being the most prospective zones are preferentially covered.

The terrain composed predominantly of mid-Proterozoic granite assigned to the Minnie Creek batholith is interpreted as highly prospective for gold mineralisation commonly referred to as reduced intrusive related gold deposits. Key chemical indicator elements of intrusion-related gold deposits include W, Mo, As, Sb and Bi, all of which are anomalous at prospects within the Mt Minnie tenure.

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Figure 5:4 Osbourne Well – with GSWA Interpretive 1:500,000 Geology and Mindex

5.5.2 Previous Exploration

From 2005 to 2009, Catalyst Metals conducted an exploration program on the property. Four soil sampling grids were completed for 243 samples (total of 22.3 line-km, approximately 9km of the strike). The assays were conducted by ALS in Malaga. Gold was assayed using 30grm AA25 fire assay technique. Significant rock chip intersects includes:

CR6050: 21.50g/t Au
CR6054: 1.09g/t Au
CR6051: 0.49g/t Au

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In 2014, Zenith Minerals conducted a rock chip sampling across the Woods prospect located within Osbourne Well area and collected 21 rock samples (Figure 5:5).

Significant rock chip intersects includes:

697: 1.24g/t Au
693: 2.00g/t Au
695: 11.45g/t Au
699: 17.65g/t Au

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Figure 5:5 Osbourne Well – Rock Chip Sampling (2014) Source: Wamex a110682

Details of the rock chip sample location and significant results are included in Table 8 and Table 9 of Appendix C.

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In 2016, Zenith Minerals Ltd completed a follow up trenching program at the Woods prospect to expose bedrock beneath the gold in soil anomaly. Trenching intersected up to 3m @ 1.9g/t including 1m @ 5.2g/t, however, this programme was very small and did not adequately explain the rock chip samples (Figure 5:6).

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Figure 5:6 Osbourne Well – Map of Woods Prospect Trenching by Zenith Minerals Source: Wamex a110682

5.5.3 Exploration Potential

The area is covered by around 0.5 to 2m of colluvium which masks bedrock anomalism in most cases. The wide-spaced soil sampling is also ineffective in a highly stripped regolith profile in the northern Gascoyne / southern Ashburton region. In the region there is little to no supergene dispersion of gold, as a result, the sampling completed to date does not represent an adequate test of the region, particularly given the regional structure that runs through the project remains untested. An auger drilling program could be of value to sample the mineral content of the colluvium closer to the bedrock in an effort to narrow target areas.

Mining Insights Independent Geologist Report

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6 Kimberley Project

The Kimberley Project comprises of 3 sub-projects in the Kimberley region of Western Australia (Figure 6:1). The project includes:

Ruby Plains Sub-Project,
Copper Flat Sub-Project, and
Speewah East Sub-Project.

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Figure 6:1 Kimberley Project – Location

6.1 Copper Flats Sub-Project

The Copper Flats Sub-Project is centred approximately 125km east-northeast of Halls Creek, and 215km south of Kununurra, Western Australia (90km ESE of Savannah Ni mine).

The Copper Flats Sub-Project is comprised of five exploration licence applications (E80/4569, E80/4586, E80/5247, E80/5280 and E80/5281) covering 342 blocks or approximately 1,025km[2] .

6.1.1 Copper Flats Geology

The project area comprises Ord Basin sediments and volcanic within the Hardman Syncline. The post-orogenic Ord Basin is overlain unconformably by the Victoria Basin succession, commencing with siliciclastic sequences with minor tuff and carbonates. Carbonates and evaporates become more important towards the middle of the succession and is succeeded by siliciclastic sequences and a final carbonate shelf sequence (Figure 6:2).

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Figure 6:2 Copper Flats Area – Geology (with GSWA 1:500,000 geology)

6.1.2 Mineralisation

Mineralisation found in the Copper Flats region consists of stratabound layers of chalcopyrite and chalcocite in the Nelson Shale and stratabound replacements of chalcocite with lesser pyrite and chalcopyrite and secondary malachite at the base of the Headleys Limestone and the top of the Antrim Plateau Volcanics. Vein style Mineralisation is also present in the contact zone and below the contact between the Headleys Limestone and the Antrim Plateau Volcanics as well as disseminated veinlets in possibly stratabound zones within the upper parts of the Antrim Plateau Volcanics.

The model suggested for Mineralisation is basin dewatering with copper-rich fluids, derived from the Antrim Plateau Volcanics at depth, rising along permeable zones within the Antrim Plateau Volcanics or along fault zones. Permeable zones include stratabound breccia zones that may have been flowing front or lateral breccias associated with individual lava flows. Eruption into the water may have enhanced the development of breccias. There exists the potential for significant copper deposits, with a large volume of basalt available for leaching between the synclinal axis and the known sites of mineralisation (Figure 6:3).

At Copper Flats, the distribution of mineralisation and geochemical anomalism appears to be regionally focussed in the ‘up-dip’ margins of the basin. Migration of water up-dip in the basin may be generated due to gravity recharge in the west or buoyancy of warm fluids migrating up-dip.

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Figure 6:3 Copper Flats Area – Conceptual Mineralisation Model Source: Temby 2007

6.1.3 Previous Exploration

Channel Sample of 15m @ 8% Cu & 18g/t Ag
Channel Sample of 5m @ 6.4% Cu & 129g/t Ag
Channel Sample of 0.5m @ 15.8% Cu
Channel Sample of 9m @ 7.2% Cu & 174g/t Ag
Channel Sample of 16m @ 7.8% Cu.

Results from the channel sampling at Copper Flats s included in Table 10 of Appendix D.

A 54 RC drill hole program was completed by Ord River Resources during the 2006-2011 period. Significant intercepts include:

RC Hole CF07RC005 - 8m @ 1.65% Cu from surface including 1m @ 5.06% Cu
RC Hole CF07RC028 - 7m @ 1.53% Cu from surface & 2m @ 1.07% Cu from 14m
RC Hole CF07RC035 -1m@ 3.1% Cu from 2m
RC Hole CF07RC041 - 2m @ 2.5% Cu from 8m &10m @ 0.65% Cu from 25m Including 1m @ 4.96% Cu.

Full details of drill collar locations and significant assay results (>0.1% Cu) are given in table 11 of Appendix D.

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Ord announced to the market on 26 September 2007 that further mineralisation had been identified at the Copper Flats area. The mineralisation was associated with sand volcanoes and hydrothermal breccia zones. The sand volcanoes were interpreted to represent dewatering points that focussed the flow of metal-charged groundwaters (i.e. containing metal ions released to groundwaters) from the surrounding capping limestone and the underlying fractured basalt, that mineralise sand volcanoes (as egress zones). Four mineralised sand volcanoes were identified over a 720-metre extent.

6.1.4 Exploration Potential

6.2 Ruby Plains Sub-Project

Ruby Plains is located 50km south-south-west of Halls Creek through to 70km northeast of Halls Creek, forming a contiguous package of tenements covering a >90km strike of the prospective Ruby Plains Group. Also, within the project is a tenement located 11km southeast of the Savannah nickel mine.

The Ruby Plain Sub-Project is comprised of four granted exploration licences (E80/5079, E80/5232, E80/5409 and E80/5411) and three exploration licence applications (E80/5085, E80/5086 and E80/5519). The project covers 287 blocks or approximately 860km[2] .

6.2.1 Ruby Plains Geology

The Project area is located within one of the principal tectonic elements of the Kimberley Region of Western Australia, the Halls Creek Orogenic Belt. Within the Project area, Palaeoproterozoic Halls Creek Group metasediments occur to along the western extent of the tenure which is overlain by Neoproterozoic sediments of the Wolfe Basin. The main stratigraphic units in the area comprise the Ruby Plains Group and overlying Duerdin Group of sediments.

Cobalt-Manganese mineralisation is present in the Ruby Plains Group along with the basal contact of the Elliot Range Dolomite, immediately above the Mount Kinahan Sandstone. These units form the lowermost units of the Ruby Plains Group which are also the lowermost units of the Wolfe Basin, unconformably overlying the Halls Creek Group.

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Figure 6:4 Ruby Plains Area – Geology (with GSWA 1:500,000 geology)

6.2.2 Previous Exploration

Historical exploration completed to date across the project area has focussed predominantly on manganese (Mn) and Cobalt (Co) mineralisation. Exploration activities completed includes:

Detailed geological mapping
High-resolution magnetics/radiometrics survey
VTEM survey
Rock chip sampling (1,246 samples) with
Cobalt (Co) results ranging from 1 to 9,370ppm Co and averaging 210 ppm Co;
Significant Mn in Rock Chips including 35 samples >30% Mn with the highest result of 55.8%; Mn and
Coincident Copper Cobalt and Nickel rock chip sample result up to 0.7% Cu, 0.65% Co and 0.33% Ni.
Scout drilling. Significant results include: o SCR013 10m @ 1,930 ppm Co from 5m o 09RPR024 10m @ 2,552 ppm Co from 3m.

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The activities completed have returned significant cobalt mineralisation associated with manganese. Cobalt mineralisation to be used as a vector for nickel and copper mineralisation. Figure 6:5 shows the location and Cobalt results from the rock chip sampling.

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Figure 6:5 Ruby Plains Project – Prospective Formation & Rock Chip Sampling Source: Wamex a123073

Full details of locations and significant assay results of rock chip sampling (>1,500 ppm Co) are given in Table 12 of Appendix D while drilling location and results are shown in Table 13 and Table 14 of Appendix D.

6.2.3 Exploration Potential

The Ruby Plains Sub-Project is an early-stage exploration project. Cobalt, Manganese and copper prospectivity of the area has been well established by past explorers.

The Project has the potential for cobalt-manganese and Nickel – Copper – Cobalt deposits. A detailed geological mapping, rock chip sampling and scout drilling are proposed to refine the understanding of the controls on, and extents of, mineralisation, and geological targets. A scout drilling program can test the depth potential of any identified mineralisation. Based on positive results being received from the initial scout phase of drilling, a systematic pattern drilling program is suggested.

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6.3 Speewah East Sub-Project

The Speewah East Sub-Project is located approximately 50km south-west of Kununurra in the East Kimberly of Western Australia. The great northern highway runs approximately 4km east of the project. Access through the project is also secured by an access agreement with Speewah Mining who own a miscellaneous licence that runs through the project.

The project is comprised of one exploration licence (E80/5216) and one exploration licence application (E80/5217). The project covers 160 blocks for approximately 480km[2] .

6.3.1 Speewah East Geology

The area is located near the western margin of the Halls Creek Mobile Belt, which is separated from the Kimberley Block to the west by the regional- and crustal-scale Greenvale Fault Zone. In the NiPlats project area, the Greenvale Fault Zone hosts fluorite and barite deposits, basalt feeder vents and carbonatites. Elsewhere in the Kimberley, the same fault system hosts porphyry-style Cu, epithermal Au mineralisation, and diamondiferous kimberlites.

The Kimberley Block is characterised by flat-lying and gently metamorphosed early to late Proterozoic sediments and volcanic, intruded by the Hart Dolerite and overlain in small areas by basaltic volcanic in the Cambrian.

The tenements are located on the western and relatively undeformed margin of the Kimberley Block, where they cover an antiformal structure known as the Speewah Dome and a section of the Greenvale Fault that hosts fluorite and barite mineralisation.

The dome is elongated north-south and measures approximately 50 by 30km, the core of which is dominated by the Hart Dolerite. The Hart Dolerite is a composite intrusion of dolerite and gabbro, magnetite-bearing olivine gabbro and more felsic units. Age dating shows that the dolerite was emplaced into sandstones and siltstones of the Proterozoic-age Speewah Group around 1,790 million years ago (“Ma”). The Hart Dolerite has been described as one of the largest mafic complexes in the world, which together with the Carson Volcanics, forms a large igneous province within the Kimberley Block. The only other intrusive rocks in the project area are carbonatite dykes and plugs associated with fluorite mineralisation.

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Figure 6:6 Speewah East Area – Geology (with GSWA 1:500,000 geology)

6.3.2 Exploration Targets & Exploration History

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Figure 6:7 Speewah East Area – Aeromagnetic Image (1st Vertical Derivative)

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6.3.3 Exploration Potential

Potential for high-grade gold targets exists in structural and litho-structural traps. Exploration activities should focus for high-grade gold targets in significant regional dome structures with major regional faults of gold-bearing arsenic quartz chlorite veins in both multiple flat dipping thrusts and vertical shears associated with gold-base metal epithermal quartz veins, dolerite dykes and chloritic shears.

Exploration should target low to intermediate sulphidation epithermal gold-silver-copper mineralisation and shallow level Cu-Au Porphyry systems within the NE Kimberly Proterozoic rocks. A soil and rock chip sampling program could be used to identify drill targets.

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7 Opportunities and Risks

7.1 Opportunities

The projects in this Report have historically shown evidence of mineralisation; exploration prospects of obtaining significant and economic mineralisation is therefore high.

Western Australia is a well-endowed region for a variety of commodities, including gold, iron ore, nickel and base metals. As a result, there is a well-established infrastructure, including ports at Fremantle, Port Hedland, Albany, Esperance, Wyndham and Geraldton, as well as numerous mining centres for skilled labour supply.

7.2 Technical Risks

Mineral exploration has intrinsically high associated risks. The statistical probability that economic mineralisation will be discovered is low. Exploration in terrains with existing mineralisation endowments and known occurrences may slightly mitigate this risk, however, the projects require further review to determine their potential economic viability.

The key technical risks are as follows:

Much of the existing data in this Report is based on historic records, primarily soured from Wamex database and reports. Whilst Mining Insights’ review has been thorough, it is possible under certain circumstances that not all reports were covered. In some instances, Wamex references could not be validated by the data provided, particularly for older exploration programs.
Exploration activities are not always successful and, as with any exploration and mining companies, there is the risk that commodity prices may fall below prices that support the economic feasibility of a feasibility study or mining operations.
As the Company is an exploration company, there can be no assurance that exploration on the Company’s proposed Projects, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource.
The Company is subject to various mining legislation and regulations. The Company has an obligation to meet conditions that apply to its tenements, including the payment of rent and prescribed annual expenditure commitments.
Even if a resource were to be identified, other issues including ongoing funding, adverse government policy, geological conditions, commodity prices or other technical difficulties may result in a resource not being economically viable.

All these projects are considered to be sufficiently prospective, subject to the degrees of exploration risk outlined above. The Projects represent opportunities which warrant further exploration and further assessment of their economic potential.

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8 Exploration Strategy & Use of Funds

8.1 Exploration Expenditure

Mamba Exploration has proposed a staged program of exploration for its Western Australian projects over two years following its listing on the ASX. Mamba Exploration’s exploration program going forward will mainly focus on drilling, followed by verification and critical reassessment of the geology and historic exploration data to generate detailed targets for subsequent follow-up assessment. The proposed exploration budget for each of the projects is shown in Table 8:1.

Table 8:1 Exploration Expenditure Budget

Activities	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Maximum Subscription ($7m)	Maximum Subscription ($7m)	Maximum Subscription ($7m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
	Darling Range Project
Data Compilation & Access Costs	$50,000	$20,000	$70,000	$50,000	$20,000	$70,000
Geochem, Geophysics and Mapping	$120,000	$45,000	$165,000	$120,000	$45,000	$165,000
Drilling & Assay	$100,000	$160,000	$260,000	$130,000	$260,000	$390,000
Total Darling Range	$270,000	$225,000	$495,000	$300,000	$325,000	$625,000
	Calyerup Creek Project
Data Compilation & Access Costs	$20,000	$10,000	$30,000	$20,000	$10,000	$30,000
Geochem, Geophysics and Mapping	$85,000		$85,000	$115,000		$115,000
Drilling & Assay	$300,000	$400,000	$700,000	$400,000	$500,000	$900,000
Total Calyerup Creek	$405,000	$410,000	$815,000	$535,000	$510,000	$1,045,000
	Ashburton Project
Data Compilation & Access Costs	$35,000	$15,000	$50,000	$35,000	$15,000	$50,000
Geochem, Geophysics and Mapping	$120,000	$95,000	$215,000	$120,000	$95,000	$215,000
Drilling & Assay	$180,000	$320,000	$500,000	$250,000	$450,000	$700,000
Total Ashburton	$335,000	$430,000	$765,000	$405,000	$560,000	$965,000
	Kimberley Project
Data Compilation & Access Costs	$100,000	$70,000	$170,000	$100,000	$70,000	$170,000
Geochem, Geophysics and Mapping	$305,000	$410,000	$715,000	$435,000	$430,000	$865,000
Drilling & Assay	$0	$250,000	$250,000	$0	$350,000	$350,000
Total Kimberley	$405,000	$730,000	$1,135,000	$535,000	$850,000	$1,385,000
Total Exploration Expenditure	$1,415,000	$1,795,000	$3,210,000	$1,775,000	$2,245,000	$4,020,000

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Summarised budget for exploration expenditure on a project level is shown in Table 8:2.

Table 8:2 Exploration Expenditure Budget Summary

Project	Minimum Subscription	Minimum Subscription	Minimum Subscription	Maximum Subscription	Maximum Subscription	Maximum Subscription
	Year 1 ($)	Year 2 ($)	Total ($)	Year 1 ($)	Year 2 ($)	Total ($)
DarlingRange	270,000	225,000	495,000	300,000	325,000	625,000
CalyerupCreek	405,000	410,000	815,000	535,000	510,000	1,045,000
Ashburton	335,000	430,000	765,000	405,000	560,000	965,000
Kimberley	405,000	730,000	1,135,000	535,000	850,000	1,385,000
Total	1,415,000	1,795,000	3,210,000	1,775,000	2,245,000	4,020,000

8.2 Conclusions

Mining Insights concludes that the Mamba Exploration portfolio of projects presents exposure to an attractive range of grassroots exploration plays. Further exploration and evaluation work is warranted on each of the Projects.

The Independent Geologist’s Report has been prepared on information available up to and including 8 December 2020 and Mining Insights is not aware of any material change to the company’s mineral interests since that date.

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References

D'HULST A, (2017), FINAL SURRENDER REPORT FOR PERIOD 23 May 2016 to 18 November 2016, Zenith Minerals Limited, (Wamex report: a110682).
D'HULST A, (2015), Mt Minnie Project E09/2063 Annual Report for the period 23/05/2014 to 22/05/2015, Zenith Minerals Limited, (Wamex report: a105874).
WILSON N, (2011), Exploration completed in the Lyndon Project 2010-2011, Annual Report C93/2010, E08/1880, E08/2022, E08/2066, E09/1755, Integrated Resources Group Ltd, (Wamex Report: a91554).
JEFFRIESS D J, (2009), MINNIE CREEK PROJECT VOLUNTARY SURRENDER E 09/1187, Combined Reporting Group Ref: C56/2006, For period 19th October 2005 to 20th March 2009, CATALYST METALS LTD, (Wamex report: a82129).
DOMBROSKI K; FOX K, (2013), Bolgart Project - E70/2429 Surrender Report Period 16/11/11 - 28/6/13, FOX RESOURCES LTD, (Wamex Report: a98658).
DOMBROSKI K; FOX K, (2012), Bolgart Project E70/2429 Annual Report for Period Ending 15 November 2012, FOX RESOURCES LTD, (Wamex Report: a96606).
HAMDORF D, (1995), Final report for the period ending 05/95 on E70/1069,1071,1073. Mortlock River Project., CRA EXPLORATION PTY LTD, (Wamex Report: a44736).

Integrated Resources, Various ASX Announcements

TEMBY PA, 2007, Annual Report on EL80/3428 Linnekar, to December 22, 2007. Nicholson East Pty Ltd
TEMBY PA, 2008, Annual Report on EL80/3429 Forest, to December 22, 2007. Nicholson East Pty Ltd

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Commentary	• Sampling was undertaken using Industry-standard practices utilising Rotary air blast drilling (RAB). Drilling was undertaken by CRA exploration (1995). • Rock chip sampling was also undertaken by Fox Resources (2011 – 2013).	• CRA Drillhole coordinates are in UTM grid (GDA94 Z50). • The drilling undertaken has been vertical to RAB blade refusal (top of the fresh rock).	• The RAB drilling was completed by a composite sampling of 4m with resampling to single metres for anomalous zones (>0.1 g/t Au).	• RAB samples were taken from the rig-mounted cyclone. Composite samples were generally via a spear sampled. In general, the target was for samples weighing approximately 2.5kg. • RAB Gold analysis was undertaken by Fire assay (50g charge) with an AAS finish by Multi Labs in Perth. • Rock chip samples analysis was fire assay with an ICP-MS finish for gold and ICPoes finish for multi-elements.	• The drilling by CRA exploration was completed using RAB drilling (26 holes). From the information reviewed, it appears that drilling was conducted using industry-standard techniques.	• Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs • No bias was noted between sample recovery and grade.
JORC Code explanation	• Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as downhole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.	• Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	• Aspects of the determination of mineralisation that are Material to the Public Report.	• In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘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.	• Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc).	• 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.
	Sampling techniques				Drilling techniques	Drill sample recovery
Criteria

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• Logs for the RAB drill holes were generally of reasonable quality. • Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals. • drill holes were fully logged.	• Limited data is available for subsampling techniques. • CRA Exploration samples analysis was by 50g fire assay with an AAS finish at Multi Labs in Perth. • Sampling appears to have been carried out using industry-standard practise. • No QA/QC procedures have been reviewed on for the historical sampling. • The sample size is considered appropriate for the material being sampled.	• Where information has been provided in WAMEX reports, the analytical techniques appear appropriate for the stage of exploration being conducted. • No specific review of QAQC protocols or analysis has been completed although it is assumed that the programs were conducted using industry-standard techniques for the time.	• No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected. • No adjustments have been made to original assay data.	• CRA drilling was undertaken using MGA94 zone 50 grid and while not reported, it is believed those hole locations were measured by hand-held GPS. • No field validation has been undertaken. • Topographic control is considered adequate for the early stage of exploration.	• Drillhole spacing is highly variable over the project with sporadic. • There has been insufficient sampling and significant results to date to estimate a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution
• 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.	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second- half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled.	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	• 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.	• Accuracy and quality of surveys used to locate drill holes (collar and down- hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	• 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.
Logging	Sub- sampling techniques and sample preparation	Quality of assay data and laboratory tests	Verification of sampling and assaying	Location of data points	Data spacing and distribution

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• Holes were vertical. • No orientation-based sampling bias is known at this time.	• Details of measures taken for the chain of custody of samples is unknown for the previous explorers' activities.	• No Audits or reviews of sampling techniques and data have been undertaken.	Commentary	• The Darling Range Project covers an area of approximately 75km2on three tenements. Two granted Exploration licences (E 70/5147 – Black Hills and E 70/5329 – Batty Bog) and one exploration licence application (and E 70/5403 – Mistake Creek). The project is located between 100km and 120km north-east of Perth. The nearby country towns include Northam, Toodyay and New Norcia and Gingin being 40km to the west. The project is closely located to Perth and, therefore, it has multiple logistic corridors to get to and around the project area. Mamba has an agreement to purchase 100% of the project as part of the IPO • Access to the project is via numerous sealed roads (See Section 3.2). • The project is covered by the Yued (30) (for Black Hills and Batty Bog) and Ballardong People (921) (for Mistake Creek) native title claim areas	• See Section 3.5 of this report. • A list of recent exploration activities and associated WAMEX “A” report numbers are included in the references to this report	• See Section 3.3 of this report for regional geological setting and Section 3.4 for the local geological setting.	• Significant drill results have been identified in Section 3.5 of this report. • No relevant data has been excluded from this report.
			JORC Code explanation	• Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• Acknowledgment and appraisal of exploration by other parties.	• Deposit type, geological setting and style of mineralisation.	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of
• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• The measures taken to ensure sample security.	• The results of any audits or reviews of sampling techniques and data.
			Criteria	Mineral tenement and land tenure status	Exploration done by other parties	Geology	Drill hole Information
	Sample security
Orientation of data in relation to geological structure		Audits or reviews

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Commentary		• Significant intersections (+0.5g/t gold) have been calculated with no edge dilution and a minimum of 1m downhole length. • No top cuts have been applied. • No metal equivalent values are reported	• Only downhole lengths are reported. • The exact geometry of the mineralisation is not known.	• Appropriate plans are included in this report – See Section 3.0	• Significant exploration drill results are included in this report.	• To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.	• Further work will include systematic exploration drilling. • Appropriate plans are included in Section 3.0 of this report. • See Section 3.6 for recommended future exploration activities.
JORC Code explanation	the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` 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.	• 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.	• 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’).	• 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.	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• 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.	• 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.
Criteria		Data aggregation methods	Relationship between mineralisation widths and intercept lengths	Diagrams	Balanced reporting	Other substantive exploration data	Further work

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Commentary	• Sampling was undertaken using Industry-standard practices utilising reverse circulation drilling (RC). Drilling was undertaken by Auralia Resources NL, Otter Resources (1988 and 1989) and Temby Minerals Pty Ltd (2010 - 2012). One Diamond hole has been completed by Temby Minerals. Soil sampling has also been undertaken by Auralia Resources and Otter Resources in 1987 and 1988 2kg unsieved samples were taken at each location and assayed using bulk leach extractable gold (BLEG) analysis.	• Otter and Auralia Drillhole coordinates are in a local grid and the Temby Minerals drilling was in UTM grid (GDA94 Z50). • The drilling undertaken has been angled perpendicular to the strike of the historical workings.	• The RC drilling was completed by composite sampling normally 2 -4m with resampling to single metres for anomalous zones. The single diamond hold was only partly sampled using 1.5m sample lengths.	• RC samples were taken from a rig-mounted cyclone. Composite samples were generally via a spear sampled. In general, the target was for samples weighing approximately 2.5kg. • RC Gold analysis was undertaken by Fire assay AAS finish by Classic Commlabs Ltd for Auralia and Otter drilling. • Temby Minerals analysis was undertaken by Ultra Trace in Perth by aqua Regia with an ICP finish to a 1ppb detection limit. • Soil sample analysis was undertaken by Genalysis using CN24 method which is a low level (0.1 ppb detection) BLEG gold method.	• The drilling by Auralia and Otter was completed using RC drilling (36 holes) and was completed on the northern, central and southern prospects. From the information reviewed, it appears that drilling was conducted using industry-standard techniques. • Temby Minerals drilling (22 holes) was focused on the northern and central prospects with depths ranged from 11m to 283.9m.
JORC Code explanation	• 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.	• Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc).
	Sampling techniques				Drilling techniques
Criteria

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• Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs • No bias was noted between sample recovery and grade.	• Logs for the RC drill holes were generally of reasonable quality. • Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals. • Most drill holes were fully logged.	• Limited data is available for subsampling techniques. • Genalysis and Classic Comlabs laboratories were used for the analysis of the Auralia and Otter drilling. Ultra Trace laboratories were used for the Temby Minerals drilling. • Gold analysis was by Fire assay, the Genalysis Code “FA5” was used, which is understood to be a 50g charge for the analysis for the Auralia samples. • Sampling appears to have been carried out using industry-standard practise. • No QA/QC procedures have been reviewed on for the historical sampling. • The sample size is considered appropriate for the material being sampled.	• Where information has been provided in WAMEX reports, the analytical techniques appear appropriate for the stage of exploration being conducted. • No specific review of QAQC protocols or analysis has been completed although it is assumed that the programs were conducted using industry-standard techniques.	• No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected. • No adjustments have been made to original assay data.
• 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.	• 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.	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled.	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	• 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.
Drill sample recovery	Logging	Sub- sampling techniques and sample preparation	Quality of assay data and laboratory tests	Verification of sampling and assaying

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• Auralia / Otter sampling was undertaken on three local grids and all drill holes and sample locations reported against those local grids. Conversion of local to MGA94 zone 50 grid has as yet not been undertaken. Field programmes and planned to undertake this conversion. Temby drilling was undertaken using MGA94 zone 50 grid and while not reported, it is believed that hole locations were measured by hand-held GPS. • No field validation has been undertaken. • No downhole surveys were recorded for the RC drilling. • Topographic control is considered adequate for the early stage of exploration.	• Drillhole spacing is highly variable over the project with sporadic drilling only surrounding the historical workings. • Surface geochemistry has been effective on the project and has outlined a 4km long gold in soil anomaly, which has only been drill tested in three locations around the historical workings (Northern, Central and Southern Prospects). With the limited weathering on the project, geochemical dispersion appears to be limited and RC drilling is needed to adequately test the soil anomalies. Most of the soil anomaly is effectively untested. The drilling to date represents a very limited test of the area, with drilling at the Southern (and most prospective area) Prospect limited to a vertical depth of approximately 25m. • There has been insufficient sampling and no significant results to date to support the estimation of a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution has been applied to significant intersections and a maximum of 4m of internal waste included in intervals of greater than 0.5g/t gold.	• Holes were angled perpendicular to the strike of the geology. • Most drilling has been conducted on either a local grid for the “CCRC” holes or in MGA for more recent Tembey Minerals drilling. Any structures at an orientation different to this regional trend will not have been tested and the 4km long soil anomaly has only been drill tested in three locations around historical workings. • No orientation-based sampling bias is known at this time.	• Details of measures taken for the chain of custody of samples is unknown for the previous explorers' activities.
• Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	• 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.	• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• The measures taken to ensure sample security.
Location of data points	Data spacing and distribution	Orientation of data in relation to geological structure	Sample security

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• No Audits or reviews of sampling techniques and data have been undertaken.	Commentary	• The Calyerup Creek Project covers an area of approximately 8km2and is centred about 12km south-east of the township of Jerramungup in the Great Southern of Western Australia. Mamba has an agreement to purchase 100% of the project as part of the IPO • Access to the project is via 4wd tracks which run off the South Coast Highway • The project comprises one exploration licence (E 70/4998). • The project is covered by the Southern Noongar (26) and Wagyl Kaip (48) native title claim area	• A list of recent exploration activities where drilling was reported and associated WAMEX report numbers are included in the main body of the report.	• See Section 4:2 of this report for regional geological setting and local geological setting.	• Significant drill results have been identified in Section 4:3 of this report • No relevant data has been excluded from this report.
	JORC Code explanation	• Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• Acknowledgment and appraisal of exploration by other parties.	• Deposit type, geological setting and style of mineralisation.	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` 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.
• The results of any audits or reviews of sampling techniques and data.
	Criteria	Mineral tenement and land tenure status	Exploration done by other parties	Geology	Drill hole Information

Audits or reviews

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Commentary	• Significant intersections (+0.5g/t gold) have been calculated with no edge dilution, a maximum of 4m of internal dilution results and a minimum of 1m down-hole length. • No top cuts have been applied. • No metal equivalent values are reported	• Only downhole lengths are reported. • The exact geometry of the mineralisation is not known although drilling to date has been roughly perpendicular to strike, suggesting true widths will be approximately 65-80% of the reported down-hole widths.	• Appropriate plans are included in this report.	• Significant exploration drill results are included in this report.	• To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.	• Further work will include systematic exploration drilling. • See Section 8 for recommended future exploration activities.
JORC Code explanation	• 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.	• 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’).	• 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.	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• 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.	• 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.
Criteria	Data aggregation methods	Relationship between mineralisation widths and intercept lengths	Diagrams	Balanced reporting	Other substantive exploration data	Further work

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Commentary	Lyndon Area • Sampling was undertaken using Industry-standard practices utilising Reverse Circulation drilling (RC). Drilling was undertaken by Integrated Resources Group (209-2011). Osbourne Well Area • -80 mesh-sieved soil samples were collected by hand, at 10-30cm below the surface by Zenith Minerals • No Drilling has been undertaken	Lyndon Area • Integrated Resources drill hole coordinates are in UTM grid (GDA94 Z50). • The drilling undertaken has been angled 600perpendicular to the interpreted strike (see Table 6). Osbourne Well Area • These samples are believed by Zenith Minerals to be representative of the area where they were found, although transported cover may hinder representativity	Lyndon Area • The RC drilling was completed by a composite sampling of 4m with resampling to single metres for anomalous zones (>0.1 g/t gold). Osbourne Well Area • 200g soil samples were collected by a geologist, the sample was oven-dried and a 50g charge was then submitted for aqua regia digest and analysed for trace level gold by ICP-MS.	Lyndon Area • The drilling by Integrated Resources was completed using RC drilling (31 holes). From the information reviewed, it appears that drilling was conducted using industry-standard techniques. Osbourne Well Area
JORC Code explanation	• 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	• Drill type (e.g. core, reverse circulation, open- hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented and if so, by what method, etc).
	Sampling techniques			Drilling techniques
Criteria

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Lyndon Area • Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs • No bias was noted between sample recovery and grade. Osbourne Well Area • N/A	Lyndon Area • Logs for the RC drill holes were generally of reasonable quality. • Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals. • Drill holes were fully logged. Osbourne Well Area • Soil samples were not logged	Lyndon Area • Limited data is available for subsampling techniques. • Integrated Resources samples analysis was by 25g fire assay with an AAS finish at ALS in Perth. • Sampling appears to have been carried out using industry-standard practise. • QA/QC procedures have been reviewed, with duplicates used for the first and last composite of each hole and a standard inserted after every 10thcomposite sample. The QA/QC did not identify any material differences between original and duplicate samples. • The sample size is considered appropriate for the material being sampled. Osbourne Well Area • 200g soil samples were collected by a geologist, the sample was oven-dried and a 50g charge was then submitted for aqua regia digest and analysed for trace level gold by ICP-MS. • The analysis was duplicated for approximately 1 in 30 samples.	Lyndon Area • The analytical techniques appear appropriate for the stage of exploration being conducted. • The QA/QC protocols appear appropriate for the stage of exploration being undertaken.
• 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.	• 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.	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled.	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld
Drill sample recovery	Logging	Sub- sampling techniques and sample preparation
			Quality of assay data and laboratory tests

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Osbourne Well Area • 200g soil samples were collected by a geologist, the sample was oven-dried and a 50g charge was then submitted for aqua regia digest and analysed for trace level gold by ICP-MS, the method is considered appropriate for soil geochemistry. • Approximately 1 in 30 samples were duplicated and standards and blanks were inserted every 30 samples.	Lyndon Area • No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected. • No adjustments have been made to original assay data. Osbourne Well Area • Analytical data were all recorded directly onto a notebook computer. • No adjustments were made, other than for values below the assay detection limit which have been entered as the negative of the detection limit	Lyndon Area • The drilling was undertaken using MGA94 zone 50 grid and hole locations measured by hand-held GPS. • No field validation has been undertaken. • Topographic control is considered adequate for the early stage of exploration. Osbourne Well Area • Sample coordinates were recorded using a handheld GPS • The grid system used was UTM Zone 50 (GDA94). • Topography control is limited for these samples, as elevation data from GPS are unreliable, the area is flat to gently undulating and maximum relief in the grid area ranges only by 1-3m.	Lyndon Area • Drillhole spacing is highly variable over the project with sporadic. • There has been insufficient sampling and significant results to date to estimate a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution has been applied to significant intersections and intervals of greater than 0.5g/t gold are considered significant. Osbourne Well Area
XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	• 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.	• Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	• 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.
	Verification of sampling and assaying	Location of data points	Data spacing and distribution

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Lyndon Area • Holes were angled perpendicular to the geological strike. • No orientation-based sampling bias is known at this time. Osbourne Well Area • The sample grid was orientated perpendicular to geological strike and is therefore considered appropriate and should not bias the results.	Lyndon Area • Details of measures taken for the chain of custody of samples is unknown for the previous explorers’ activities. Osbourne Well Area • Samples were kept in numbered bags and transported to the laboratory by Zenith Minerals personnel.	Lyndon Area • No external audits or reviews of sampling techniques and data have been undertaken. Osbourne Well Area • Sampling techniques are consistent with industry standards, there have been no external audits of the sampling technique or database	eporting of Exploration Results	Commentary	• The Ashburton Project covers an area of approximately 580km2on four tenements. Two granted Exploration licences (E 09/3190 – Osbourne Well and E08/2913 – Lyndon Station) and two exploration licence applications (E 08/3190 and E 08/3266 – Lyndon). • The project is located in the north-western region of Western Australia. The project is approximately 190km south of Onslow, 240km west of Paraburdoo, and 220km north-east of Carnarvon. The small community of Gascoyne Junction is situated about 90km south of the tenement. Mamba has an agreement to purchase 100% of the project as part of the IPO • Access is possible using station tracks that run off well-graded shire roads from Carnarvon. • The Lyndon area (E08/2913, 3190 & 3266) is covered by the Budina People’s
				JORC Code explanation	• Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.
• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• The measures taken to ensure sample security.	• The results of any audits or reviews of sampling techniques and data.
					Mineral tenement and land tenure status
Orientation of data in relation to geological structure	Sample security	Audits or reviews	ection 2 R	Criteria
			S

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Commentary	determined native title area (WAD131/2004) and the Osbourne Well tenement (E09/3190) by the Combined Thiin-Mah, Warriyangka, Tharrkari And Jiwarli People’s determined native title area (WAD464/2016)	• See Section 5.4.3 and 5.5.2 of this report. A list of recent exploration activities and associated WAMEX “A” report numbers is included in the references to this report	• See Section 5.3 of this report for regional geological setting and Section 5.4.1 and 5.5.1 for the local geological setting.	Lyndon Area • Significant drill results have been identified in Section 5.4.3 of this report. • No relevant data has been excluded from this report. Osbourne Well Area • No Drilling has been undertaken on the tenement	Lyndon Area • Significant intersections (+0.5g/t gold) have been calculated with no edge dilution and a minimum of 1m downhole length. • No top cuts have been applied. • No metal equivalent values are reported Osbourne Well Area • Significant rock chip has been reported • No top cuts have been applied. • No metal equivalent values are reported	Lyndon Area • Only downhole lengths are reported. • The exact geometry of the mineralisation is not known. Osbourne Well Area • No drilling has been undertaken
JORC Code explanation		• Acknowledgment and appraisal of exploration by other parties.	• Deposit type, geological setting and style of mineralisation.	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` 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.	• 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.	• 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’).
Criteria		Exploration done by other parties	Geology	Drill hole Information	Data aggregation methods	Relationship between mineralisation widths and intercept lengths

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Commentary	• Appropriate plans are included in this report – See Section 5.0	• Significant exploration drill results are included in this report.	• To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.	• Further work will include systematic exploration drilling. • Appropriate plans are included in Section 5.0 of this report. • See Section 5.4.5 and 5.5.3 for recommended future exploration activities.	Commentary	Copper Flats Area • Sampling was undertaken using Industry-standard practices utilising Reverse Circulation drilling (RC). Drilling was undertaken by Ord River Resources during the 2006-2011 period. Ruby Plains Area • AusQuest Limited undertake the RC drilling program using a UDR RC400 RC rig during 2009. Rock chip sampling was also undertaken. Speewah East Area • No drilling or sampling has been undertaken.
					JORC Code explanation	• 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.
JORC Code explanation	• 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.	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• 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.	• 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.
Criteria	Diagrams	Balanced reporting	Other substantive exploration data	Further work
						Sampling techniques
					Criteria

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Copper Flats Area • Ord River Resources drill hole coordinates are in UTM grid (GDA94 Z50). • The drilling undertaken has been mostly angled 600 perpendicular to the interpreted strike (see Table 11). Ruby Plain Area • The drilling undertaken has been vertical to RAB blade refusal.	Copper Flats Area • The RC drilling was completed to single metres for anomalous zones (>0.1% copper). Ruby Plain Area • The RC drilling was completed to single metres for anomalous zones (>0.1% cobalt).	Copper Flats Area • The drilling by Ord River Resources during the 2006-2011 period was completed using RC drilling. Ruby Plain Area • AusQuest Limited used Egan Drilling to undertake the RC drilling program using a UDR RC400 RC rig during 2009. The programme comprised predominately vertical holes. All holes were drilled dry.	• Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs. • No bias was noted between sample recovery and grade.	• Logs for the RC drillholes were generally of reasonable quality. • Soil samples were not logged
• 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	• Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc).	• 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.	• 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.
		Drilling techniques	Drill sample recovery	Logging

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• Limited data is available for subsampling techniques. • Sampling appears to have been carried out using industry-standard practise.	• The analytical techniques appear appropriate for the stage of exploration being conducted. • The QA/QC protocols appear appropriate for the stage of exploration being undertaken.	• No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected. • No adjustments have been made to original assay data.	Copper Flats Area • The drilling was undertaken using UTM grid (GDA94 Z50) and while not reported it is believed that hole locations measured by hand-held GPS. • No field validation has been undertaken. • Topographic control is considered adequate for the early stage of exploration. Ruby Plains Area • Sample coordinates were recorded using a handheld GPS Topography control is limited for these samples, as elevation data from GPS are unreliable.	Copper Flats Area • Drillhole spacing is highly variable over the project with sporadic.
• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled.	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	• 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.	• Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	• Data spacing for reporting of Exploration Results. • Whether the data spacing and distribution is sufficient to establish the degree of
Sub- sampling techniques and sample preparation	Quality of assay data and laboratory tests	Verification of sampling and assaying	Location of data points	Data spacing

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• There has been insufficient sampling and significant results to date to estimate a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution has been applied to significant intersections and intervals of greater than 0.1% copper are considered significant. Ruby Plain Area • Drillhole spacing is highly variable over the project with sporadic. • There has been insufficient sampling and significant results to date to estimate a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution has been applied to significant intersections and intervals of greater than 0.1% cobalt are considered significant.	Copper Flats Area • The sample grid was orientated perpendicular to geological strike and is therefore considered appropriate and should not bias the results. Ruby Plain Area • No orientation-based sampling bias is known at this time.	• Details of measures taken for the chain of custody of samples is unknown for the previous explorers’ activities.	• Sampling techniques are consistent with industry standards, however, there have been no external audits of the sampling technique or database	Commentary	• The Kimberley Project comprises of 3 sub-projects in the Kimberley region of Western Australia. The project includes Ruby Plains Sub- Project, Copper Flat Sub-Project, and Speewah East Sub-Project. • The Copper Flats Sub-Project is comprised of five exploration licence
geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied. • Whether sample compositing has been applied.	• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• The measures taken to ensure sample security.	• The results of any audits or reviews of sampling techniques and data.
				JORC Code explanation	• 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.
				Criteria	Mineral tenement and land tenure status
and distribution	Orientation of data in relation to geological structure	Sample security	Audits or reviews

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Commentary	applications (E80/4569, E80/4586, E80/5247, E80/5280 and E80/5281) covering 342 blocks or approximately 1,025km2. • The Ruby Plain Sub-Project is comprised of four granted exploration licences (E80/5079, E80/5232, E80/5409 and E80/5411) and three exploration licence applications (E80/5085, E80/5086 and E80/5519). The project covers 287 blocks or approximately 860km2. • The Speewah East Sub-Project is comprised of one exploration licence (E80/5216) and one exploration licence application (E80/5217). The project covers 160 blocks for approximately 480km2.	• See Section 6.1.3, 6.2.2 and 6.3.2 of this report. A list of recent exploration activities and associated WAMEX “A” report numbers are included in the references to this report	• See Section 6.1.1, 6.1.2, 6.2.1 and 6.3.1 of this report.	Copper Flats Area • Significant drill results have been identified in Section 6.1.3 of this report. • No relevant data has been excluded from this report. Ruby Plain Area • Significant drill results have been identified in Section 6.2.2 of this report. • No relevant data has been excluded from this report.	Copper Flats Area • Significant intersections (+0.1% copper) have been calculated with no edge dilution and a minimum of 1m downhole length. • No top cuts have been applied. • No metal equivalent values are reported. Ruby Plain Area • Significant rock chip has been reported • Significant intersections (+0.1% cobalt) have been calculated with no edge dilution and a minimum of 1m downhole length. • No top cuts have been applied. No metal equivalent values are reported.	Copper Flats Area • Only downhole lengths are reported.
JORC Code explanation	• The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• Acknowledgment and appraisal of exploration by other parties.	• Deposit type, geological setting and style of mineralisation.	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` 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.	• 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.	• These relationships are particularly important in the reporting of Exploration Results.
Criteria		Exploration done by other parties	Geology	Drill hole Information	Data aggregation methods	Relationship between

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Commentary	• The exact geometry of the mineralisation is not known. Ruby Plain Area • Only downhole lengths are reported. • The exact geometry of the mineralisation is not known.	• Appropriate plans are included in this report – See Section 6	• Significant exploration drill results are included in this report.	• To date, only exploration drilling and geochemical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.	• Further work will include systematic exploration drilling. • Appropriate plans are included in Section 6 of this report. • See Section 6.1.4, 6.2.3 and 6.6.3 for recommended future exploration activities.
JORC Code explanation	• 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’).	• 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.	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• 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.	• 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.
Criteria	mineralisation widths and intercept lengths	Diagrams	Balanced reporting	Other substantive exploration data	Further work

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Appendix A: Darling Range Project - Drilling & Rock Chip Sampling

Table 1: All Drill hole Collars & Significant Assays above 0.5g/t Au

Hole	East (AMG)	North (AMG)	Total Depth (m)	Drill Code	Dip
93BGR004	449584	6543008	47	RAB	-90
93BGR010	450210	6540994	39	RAB	-90
93BGR011	450177	6540958	41	RAB	-90
93BGR015	450294	6540534	41	RAB	-90
93BGR016	450324	6540562	35	RAB	-90
93BGR018	450463	6540573	15	RAB	-90
93BGR023	450702	6540858	35	RAB	-90
93BGR026	450261	6540133	25	RAB	-90
93BGR027	450314	6540151	27	RAB	-90
93BGR028	450452	6540203	38	RAB	-90
93BGR032	450696	6540326	34	RAB	-90
93BGR038	450430	6539890	32	RAB	-90
93BGR043	450667	6540001	27	RAB	-90
93BGR052	451070	6539633	30	RAB	-90
93BGR087	450292	6540779	41	RAB	-90
93BGR089	450385	6540827	41	RAB	-90
93BGR090	450436	6540845	32	RAB	-90
93BGR091	450485	6540868	32	RAB	-90
93BGR093	450354	6540572	22	RAB	-90
93BGR097	450294	6540345	23	RAB	-90
93BGR098	450333	6540375	31	RAB	-90
93BGR105	450360	6540173	36	RAB	-90
93BGR108	450446	6540058	38	RAB	-90
93BGR111	450028	6541150	22	RAB	-90
93BGR114	450186	6541252	23	RAB	-90
93BGR119	449537	6542977	35	RAB	-90

Source: Wamex a44736 and a98658

Hole	From (m)	To (m)	Au (g/t)
93BGR011	6	8	0.51
93BGR015	6	8	0.50
93BGR016	10	12	0.56
	12	14	0.88
	14	16	0.51
93BGR089	14	16	1.33
93BGR090	6	8	1.37
*93BGR093*	16	18	0.60

Source: Wamex a44736 and a98658

Mining Insights Independent Geologist Report

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Table 2: Rock Chip Sampling – Coordinates & Significant Assays above 1000 ppm Cu or >1000 ppm Ni

Sample	East(MGA)	North(MGA)	Type	Description	Cu(ppm)	Ni(ppm)
5174	452209	6539145	Rock Chip	Ferruginous rock	1,610
5173	452265	6539145	Rock Chip	Ferruginous laterite	1,060
5162	452202	6539000	Rock Chip	Ferruginousquartzite	1,500
5164	452212	6538930	Rock Chip	Ferruginousquartzite	1,020
5160	452083	6539114	Rock Chip	Ferruginous rock		1,720
5159	451939	6539187	Rock Chip	Ferruginous rock		1,450

Source: Wamex a96606 and a98658

Independent Geologist Report

Mining Insights

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Appendix B: Calyerup Creek Project – Drilling

Table 3: Calyerup Creek – All Drill hole Collars & Significant Assays by Auralia Resources N.L. (1988) (reported using 0.5 g/t cutoff and allowance for up to 3m of internal dilution)

Prospect	Hole No.	Northing (Local Grid)	Easting (Local Grid)	Incline	Azimuth	Depth	Interval from	Interval to	Interval	Au ppm	including
Southern	CCRCI	9693.02N	10693.51E	-60	190	20	0	4	4	1.14
							12	16	4	0.85
	CCRC2	9704.49N	10774.01E	-60	190	40	20	21	1	2.73
							24	29	5	3.62	inc 2m@ 7.61
	CCRC3	9688.58N	10727.17E	-90	190	25	2	21	19	0.92	inc 7m @ 1.47
	CCRC4	9700.70N	10741.72E	-60	190	35	2	4	2	0.66
							20	26	6	2.76
	CCRC5	9684.74N	10739.29E	-60	190	20	0	9	9	0.67
	CCRC6	9695.23N	10754.66E	-60	190	30	4	5	1	0.55
							15	20	5	4.77
	CCRC7	9694.20N	10773.32E	-60	190	26	4	5	1	2.82
							13	20	7	1.46
	CCRC8	9681.23N	10771.76E	-60	190	17	1	10	9	4.71	inc 3m @ 12.71
	CCRC9	9694.02N	10793.89E	-60	190	30	4	5	1	2.11
							14	18	4	2.21
	CCRCI0	9692.28N	10812.05E	-60	190	27	0	1	1	1
							5	6	1	1.88
							11	17	6	1.23
	CCRC11	9679.15N	10809.82E	-60	190	30	1	11	10	1.31	inc 3m @ 2.81
	CCRC12	9679.84N	10832.30E	-60	190	20	8	14	6	0.84
	CCRC32	9707N	10701E	-60	218	25	0	9	9	0.55
							16	17	1	0.63
	CCRC33	9739N	10655E	-60	218	25	9	15	6	0.81
	CCRC34	9772N	10605E	-60	210	20	16	20	4	0.56
	CCRC35	9782N	10545E	-60	210	25
	CCRC36	9860N	10500E	-60	210	47	22	25	3	0.94	EOH
	WLCC-P11	9690N	10805E	-60	190	42	10	19	9	2.63
	WLCC-P12	9700N	10770E	-60	190	28	9	16	7	3.2	inc 2m @ 6.0
Central	CCRC13	4719.00N	5052.00E	-60	330	20	2	4	2	0.74
							10	12	2	0.82
	CCRC14	4078.00N	5050.00E	-60	330	25	11	12	1	0.61
							16	18	2	2.34
	CCRC15	4697.00N	5048.00E	-60	330	30	0	2	2	2.13
							17	21	4	2.76
	CCRC16	4741.00N	5035.00E	-60	330	20	1	2	1	1.19
	CCRC17	4726.00N	4991.00E	-60	330	20	11	12	1	1.42
	CCRC18	4715.00N	4988.00E	-60	330	25				NSI
Northern	CCRC19	5130.37N	6113.26E	-60	285	35	10	12	2	3.37
	CCRC20	5144.14N	6129.11E	-60	285	35	0	1	1	0.57

Mining Insights Independent Geologist Report

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Hole No.	Northing (Local Grid)	Easting (Local Grid)	Incline	Azimuth	Depth	Interval from	Interval to	Interval	Au ppm	including
						11	13	2	2.16
CCRC21	5155.82N	6145.64E	-60	285	35	14	23	9	1.67
CCRC22	5169.21N	6160.41E	-60	285	35				NSI
CCRC23	5199.40N	6176.26E	-60	285	35	14	16	2	2.06
CCRC24	5182.28N	6199.44E	-60	285	35	8	14	6	1.92
						29	30	1	0.67
CCRC25	5297.61N	6354.87E	-60	285	25	8	10	2	1.15
CCRC26	5262.62N	6403.60E	-60	290	39				NSI
CCRC27	5255.26N	6382.59E	-60	300	40	16	18	2	5.17
						39	40	1	12.1	EOH
CCRC28	5250.48N	6343.31E	-60	290	30				NSI
CCRC29	5260.09N	6364.97E	-90	0	35	13	16	3	2.62
CCRC30	5057.55N	6022.16E	-60	285	30				NSI
CCRC31	5061.75N	6042.12E	-60	285	35	26	27	1	2.82

Source: modified from Wamex a25539, a28876 & a109269

Table 4: Calyerup Creek – All Drill hole Collars & Significant Assays above 0.5g/t Au by Temby Minerals Pty Ltd (2011)

Hole	East (MGA)	North (MGA)	Depth (m)	Dip (Deg)	Azi (deg)	Significant Assays
TRC1	693821	6243100	66	-90	0	No significant assays
TRC2	693840	6243152	113	-50	310	4m @ 1.80 g/t Au from 14m including 1m @ 4.83 g/t Au 1m @ 0.96 g/t Au from 34m [email protected]/t Au from 44m
TRC3	693887	6243235	100	-60	300	3m @ 0.61 g/t Au from 29m
TRC4	693920	6243300	100	-60	300	2m @ 0.73 g/t Au from 4m [email protected]/t Au from 34m
TRC5	693767	6243028	29	-60	310	No significant assays
TRC6	693737	6242946	99	-80	290	1m @ 1.203 g/t Au from 19m [email protected]/t Au from 27m
TRC7	693725	6242856	100	-60	290	1m @ 1.36 g/t Au from 36m
TRC8	693696	6242785	100	-60	290	1m @ 0.68 g/t Au from 24m [email protected]/t Au from 85m
TRC9	693696	6242695	100	-70	290	1m @ 1.55g/t Au from 36m [email protected]/t Au from 80m
TRC10	693649	6242638	100	-60	290	1m @ 1.16 g/t Au from 40m [email protected]/t Au from 70m
TRC11	693132	6241710	90	-60	340	1m @ 0.63 g/t Au from 81m
TRC12	693174	6241722	102	-65	340	1m @ 1.01 g/t Au from 75m
TRC13	693205	6241729	102	-65	340	1m @ 0.77 g/t Au from 47m 1m @ 0.60 g/t Au from 64m [email protected]/t Au from 80m
TRC14	693237	6241745	102	-70	340	1m @ 1.65 g/t Au from 51m 3m @ 1.57 g/t Au from 71m [email protected]/t Au from 85m
TRC15	693272	6241792	100	-60	340	1m @ 2.63g/t Au from 43m [email protected]/t Au from 76m
TRC16	693774	6242891	100	-70	290	1m @ 0.61 g/t Au from 2m 1m @ 0.99 g/t Au from 22m [email protected]/t Au from 61m

Mining Insights Independent Geologist Report

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Hole	East (MGA)	North (MGA)	Depth (m)	Dip (Deg)	Azi (deg)	Significant Assays
TRC17	693267	6241678	96	-70	330	1m @ 1.05 g/t Au from 72m
TRC18	693214	6241650	96	-70	340	No significant assays
TRC19	693742	6242807	100	-70	290	1m @ 1.18 g/t Au from 23m [email protected]/t Au from 52m
TRC20	693852	6243068	102	-80	290	3m @ 1.32 g/t Au from 54m [email protected]/t Au from 85m
TRC21	693727	6242813	11	-70	290	No significant assays
ZK22	693343.9	6241604	283.9	-55	325	[email protected]/t Au from 93m

Source: Wamex a92261 & A100485

Independent Geologist Report

Mining Insights

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Appendix C: Ashburton Project

Table 5: Lyndon Area - Significant Rock Chip Samples >0.5g/t Au

Sample Type	mgaE m	mgaN m	Auppm
Rock Chip	314171	7403864	81.20
channel	314105	7403915	46.50
channel	328257	7395202	19.35
channel	328242	7395200	18.40
Rock Chip	314187	7403869	16.25
Rock Chip	314181	7403846	10.90
composite	314205	7403800	9.58
channel	328253	7395200	6.04
Rock Chip	314109	7403903	6.00
Rock Chip	314176	7403828	5.06
channel	328242	7395199	4.37
Rock Chip	328266	7395204	3.91
channel	328227	7395193	3.36
Rock Chip	314115	7403918	3.23
Rock Chip	323192	7394977	2.89
channel	328228	7395194	2.07
Rock Chip	314122	7403916	1.96
Rock Chip	315279	7403632	1.83
channel	328262	7395201	1.81
channel	328242	7395199	1.62
Rock Chip	314166	7403855	1.51
Rock Chip	314122	7403927	1.22
Rock Chip	314205	7403845	0.90
channel	314105	7403915	0.90
Rock Chip	323177	7394965	0.78
Rock Chip	314201	7403862	0.68
Rock Chip	315281	7403634	0.62
Rock Chip	323140	7394925	0.61
channel	328229	7395195	0.56
Rock Chip	315219	7403967	0.53

Source: Wamex a87646

Table 6: Ashburton Project – Drill hole Collars

Hole ID	Prospect	Northing GDA94 Zone 50	Easting GDA94 Zone 50	Azimuth (deg)	Dip (deg)	Depth (m)
IREF001	Eric’s Find	7395217	328253	170	-70	53
IREF002	Eric’s Find	7395234	328250	170	-70	68
IREF003	Eric’s Find	7395212	328233	170	-70	60
IREF004	Eric’s Find	7395204	328233	170	-60	35
IREF005	Eric’s Find	7395209	328222	170	-60	62
IREF006	Eric’s Find	7395223	328226	170	-60	59
IREF007	Eric’s Find	7395212	328261	170	-60	32

Independent Geologist Report

Mining Insights

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Hole ID	Prospect	Northing GDA94 Zone 50	Easting GDA94 Zone 50	Azimuth (deg)	Dip (deg)	Depth (m)
IREF008	Eric’s Find	7395223	328262	170	-60	32
IRBET001	Bettina	7403878	314100	360	-60	65
IRBET002	Bettina	7403861	314110	360	-60	77
IRBET003	Bettina	7403900	314090	360	-60	65
IRBET004	Bettina	7403877	314081	360	-60	80
IRBET005	Bettina	7403895	314128	360	-60	50
IRBET006	Bettina	7403881	314131	360	-60	41
IRBET007	Bettina	7403831	314101	360	-60	89
IRBET008	Bettina	7403846	314112	360	-60	65
IRBET009	Bettina	7403894	314062	360	-60	68
IRBE001	Bettina East	7403642	315273	130	-60	44
IRSK001	Skarn	7404303	314153	180	-70	98
IRSK002	Skarn	7404282	314155	180	-60	65
IRSK003	Skarn	7404314	314109	180	-60	74
IRBT001	Broken Thumb	7393304	322629	295	-60	59
IRBT002	Broken Thumb	7393275	322614	295	-60	40
IRBT003	Broken Thumb	7393268	322628	295	-60	77
IRBT004	Broken Thumb	7393239	322597	295	-60	44
IRBT005	Broken Thumb	7393235	322608	295	-60	71
IRBT006	Broken Thumb	7393333	322637	295	-60	56
IRTBW001	Thirty Bob Well	7394962	323149	135	-60	56
IRTBW002	Thirty Bob Well	7394977	323163	135	-60	47
IRTBW003	Thirty Bob Well	7395005	323185	135	-60	47
IRTBW004	Thirty Bob Well	7394987	323170	135	-60	62

Source: Wamex a91554

Table 7: Ashburton Project – Drill hole intersections >0.5ppm Au

Prospect	Hole ID	From (metre)	To (metre)	Au (g/t)
Bettina	IRBET001	21	22	3.43
	IRBET002	46	47	40.20
		47	48	25.50
	IRBET006	22	23	0.51
	IRBET008	56	57	9.83
Broken Thumb	IRBT002	16	17	1.88
Thirty Bob Well	IRTBW001	24	25	0.61
	IRTBW002	26	27	0.62
		27	28	0.60
	IRTBW003	38	39	0.53
		39	40	1.52
	IRTBW004	44	45	0.84

Source: Wamex a91554

Mining Insights Independent Geologist Report

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Table 8: Significant Rock Chip Samples by Catalyst Metals 2005-2009

Sample	North(AMG)	East(AMG)	Type	Au(g/t)
CR6050	7334339	377432	Rock Chip	21.50
CR6054	7334336	377437	Rock Chip	1.09
CR6051	7334334	377435	Rock Chip	0.49

Source: Wamex a82129

Table 9: Significant Rock Chip Samples by Zenith Minerals 2014

Sample	East (MGA)	North (MGA)	Type	Lithology	Au (g/t)
699	377583	7334684	Rock chip	Gossanous Qz vein; float	17.65
695	377574	7334493	Rock chip	Very gossanous Qz sample;outcrop	11.45
693	377570	7334504	Rock chip	Gossanous Qz vein,more than 692;outcrop	2.00
697	377575	7334484	Rock chip	Moderately gossanous Qz vein; outcrop	1.24

Source: Wamex a105874

Independent Geologist Report

Mining Insights

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Appendix D: Kimberley Project – Drilling

Table 10: Copper Flats Area – Channel Sampling

Prospect	Easting	Northing	Samples	Description
Area 5	499782	8059572	9	450m long mineralised fold with up to 9 metres true thickness of mineralisation averaging 7.2% copper over 9 vertical metres of channel samples. Samples ranged from 1.12% to 25.6% Copper with 174ppm Silver
Area 5	501920	8058670	16	Face 16 meters vertical by 30 meters wide, mineralised vein system, 1 vertical metre channel samples ranging from 1.2% to >30% copper with 256ppm Silver. The samples averaged 7.8% copper over 16 vertical metres of channel samples across the vein zone.
Area 5	498525	8058627	5	Veinlets 0.1 to 0.2 meters wide in basalt samples ranging from 1.09 to 5.13% copper with 31.6ppm Silver, exposed in two 1x1m areas.
Area 4	491499	8052921	15	27m wide by 18m vertical depth by 70m long exposed vein tapers to 5m wide at the lowest elevation range 8% copper over 15meters of 1 vertical meter channel samples. Individual samples range from 1.1 to 20.9% copper with 18.7ppm Silver
Area 4	492086	8053106	5	15 x 15m by 5 meter true thickness exposed series of small veins in competent basalts, averaging 6.4% copper over 5 vertical meters of channel samples ranging from 1.1% to 17.3% copper with 129 ppm Ag. Rock chips taken close by show up to >30% copper with 275ppm silver.
Area 4	489867	8051167	8	3 mineralised exposures in basalt 8 by 3 meters, 15 by 3 meters in plan, and a partially exposed series of stockworked veins on the cliff slope, averages 3.49% copper, over 8 horizontal meters. Horizontal channel samples ranged from 1.4 to 16.9% copper.
Area 4	489768	8052566	2	Old workings below sand volcano show thin sub vertical veins 0.1 to 0.4 meters thick with lower grade mineralisation up to 1 meter thick. Single 0.5 meter sample across higher grade vein section reported 15.8% Cu.

Source: Ord River Resources ASX Announcement, 21 December 2006

Table 11: Copper Flats Area – Drill hole Collars & Significant Assays above 0.1% Cu

Hole	Easting	Northing	Dip	Azi	Depth	From (m)	To (m)	Interval (m)	Cu %
CF07RC001	489701	8052555	-60	260	61	14	17	3	0.28
						48	53	5	0.20
CF07RC002	489778	8052232	-90	0	31	3	4	1	0.11
						6	7	1	0.37
CF07RC003	489834	8052519	-60	101	15	7	8	1	0.12
						10	14	4	0.29
						Including		1	0.57
CF07RC004	491983	8051028	-60	50	43	0	13	13	0.22
						Including		2	0.47
CF07RC005	491986	8051025	-60	50	61	0	8	8	1.65
						Including		1	5.06
						29	30	1	0.16
CF07RC006	491991	8051015	-60	45	61	2	5	3	0.11
CF07RC007	491999	8051014	-60	45	61	0	9	9	0.30
						32	33	1	0.11
						37	39	2	0.24

Independent Geologist Report

Mining Insights

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Hole	Easting	Northing	Dip	Azi	Depth	From (m)	To (m)	Interval (m)	Cu %
CF07RC008	492004	8051026	-60	45	61	0	6	6	0.15
						27	33	6	0.65
						Including		2	1.09
CF07RC009	492015	8051025	-60	233	61	1	9	8	0.61
						Including		1	1.43
CF07RC010	492026	8051011	-60	77	61	2	3	1	0.11
CF07RC013	491913	8050711	-60	65	61	13	14	1	0.12
CF07RC017	491939	8050662	-60	61	47	18	19	1	0.11
CF07RC018	491936	8050679	-60	61	57	1	2	1	0.35
CF07RC019	491936	8050679	-60	170	57	10	11	1	0.10
CF07RC020	491932	8050690	-60	50	55	0	2	2	0.13
CF07RC021	491951	8050670	-60	230	37	12	17	5	0.11
CF07RC022	491951	8050670	-60	50	46	14	15	1	0.12
CF07RC023	491945	8050687	-60	50	49	8	10	2	0.12
CF07RC024	491945	8050687	-60	230	54	11	12	1	0.11
CF07RC025	491968	8050676	-60	230	40	13	16	3	0.39
						12	15	3	0.13
						18	19	1	0.10
CF07RC026	491967	8050668	-60	230	32	0	3	3	0.39
						12	15	3	0.13
						18	19	1	0.10
CF07RC027	491971	8050697	-60	50	40	0	1	1	0.15
						4	7	3	0.14
CF07RC028	491973	8050674	-60	50	46	0	7	7	1.53
						14	16	2	1.07
CF07RC029	491963	8050651	-59	51	46	16	18	2	0.13
CF07RC030	492020	8050862	-60	140	60	12	13	1	0.17
						16	18	2	0.40
						29	34	5	0.11
CF07RC031	492015	8050860	-60	140	58	0	1	1	0.18
						18	26	8	0.35

Source: Wamex a77225

Table 12: Ruby Plains - Significant Rock Chip Samples >1,500ppm Co

Sample	East	North	Coppm	Cuppm	Mnppm	Nippm
131211	410653	7994957	4,220	221	104,000	1,150
131701	410850	7996230	9,370	35	225,000	815
131802	410875	7996285	2,550	250	129,000	1,280
131911	410463	7996353	2,210	710	24,100	535
132836	369539	7948539	2,930	1,460	337,000	736
132842	368702	7948782	4,010	541	411,000	682
132929	366183	7948848	2,930	1,010	320,000	660

Independent Geologist Report

Mining Insights

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Sample	East	North	Coppm	Cuppm	Mnppm	Nippm
132930	366171	7948676	2,220	220	410,000	470
304804	369341	7948565	2,390
304808	368672	7948623	2,300
304902	368972	7949738	1,510
304911	367011	7947733	2,010
304923	367839	7948527	1,840
304940	368325	7950775	3,440
304941	368384	7950763	7,920
304942	368375	7950887	4,440
304949	368231	7952096	1,630
306235	366399	7949218	1,800	140	384,000	450
306247	367262	7946873	1,870	530	433,000	365
306437	369343	7948565	6,460	7,010	214,000	3,280
111103	368331	7950766	4,590	3,030	536,000	1,840
111107	368392	7951029	4,420	1,580	423,000	705
111113	368580	7953133	2,570	219	65,800	1,715
111115	368441	7951322	2,280	257	392,000	510
111117	368380	7950889	4,340	1,970	526,000	420
111118	368389	7950689	5,300	701	506,000	795
111119	368400	7950765	1,560	265	153,000	565
123308	368343	7951857	2,730	1,050	196,000	950
123309	368343	7951855	4,600	1,420	271,000	1,300
123310	368339	7951856	4,390	1,360	362,000	1,420
123312	368295	7952029	6,080	1,090	452,000	1,060
123313	368389	7950729	1,720	1,300	242,000	175
123315	368389	7950729	2,220	1,360	214,000	250
123316	368402	7950738	3,080	1,140	197,000	615
123317	368403	7950745	2,270	887	130,000	665
123319	368387	7950764	6,010	648	279,000	1,860
123321	368393	7950760	2,390	459	143,000	1,230
123322	368391	7950760	5,300	422	310,000	1,330
123323	368389	7950691	4,310	582	314,000	740
123324	368388	7950691	6,740	632	509,000	1,070
123325	368386	7950693	6,240	697	461,000	955

Table 13: Ruby Plains – Drilling Coordinates

Hole id	MGA East	MGA North	Depth metres	Azimuth	Dip
09RPR001	368847	7950723	60	360	-90
09RPR002	368578	7950008	18	360	-90
09RPR003	368544	7950758	24	360	-90
09RPR004	368633	7951073	30	360	-90
09RPR005	368687	7951554	36	360	-90
09RPR006	368370	7952246	24	360	-90

Mining Insights Independent Geologist Report

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Hole id	MGA East	MGA North	Depth metres	Azimuth	Dip
09RPR007	368227	7952431	24	360	-90
09RPR008	369788	7955242	270	315	-70
09RPR009	370037	7955002	108	315	-70
09RPR012	368142	7953855	78	360	-90
09RPR013	368551	7953915	92	360	-90
09RPR014	368949	7953998	108	360	-90
09RPR015	369052	7952998	78	360	-90
09RPR016	368587	7953144	84	360	-90
09RPR017	368701	7952886	54	360	-90
09RPR018	368268	7952794	36	360	-90
09RPR021	368250	7952214	18	360	-90
09RPR022	368549	7951922	42	360	-90
09RPR023	368514	7951995	42	360	-90
09RPR024	368308	7952000	24	360	-90
09RPR025	368559	7951178	32	360	-90
09RPR026	368784	7950480	30	360	-90
09RPR027	368675	7950406	24	360	-90
09RPR029	370364	7949350	99	360	-90
09RPR030	369343	7949590	78	360	-90
09RPR031	369989	7948936	24	360	-90
09RPR032	369207	7948907	45	360	-90
09RPR033	368340	7949157	84	360	-90
09RPR034	368138	7949102	78	360	-90
09RPR035	368645	7948928	69	360	-90
09RPR036	368225	7948704	24	360	-90
SMR001	367596	7948718	13	0	-90
SMR002	367703	7948657	6	0	-90
SMR003	367798	7948649	6	0	-90
SMR004	367897	7948661	18	0	-90
SMR005	368000	7948688	25	0	-90
SMR006	368097	7948675	18	0	-90
SMR007	368197	7948686	22	0	-90
SMR008	368297	7948693	15	0	-90
SMR009	368401	7948657	24	0	-90
SMR010	368491	7948658	25	0	-90
SMR011	368597	7948666	26	0	-90
SMR012	368695	7948687	17	0	-90
SMR013	368801	7948688	26	0	-90
SMR014	368898	7948695	24	0	-90
SMR015	368996	7948768	12	0	-90
SMR016	369098	7948812	40	0	-90
SMR017	369197	7948821	25	0	-90
SMR018	369298	7948920	35	0	-90
SMR019	369392	7948988	37	0	-90
SMR020	369498	7948943	27	0	-90

Mining Insights Independent Geologist Report

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Hole id	MGA East	MGA North	Depth metres	Dip
SMR021	369596	7948972	35	-90
SMR022	369694	7948976	33	-90
SMR023	369797	7948951	24	-90
SMR024	369896	7948970	20	-90
SMR025	370002	7949042	27	-90
SMR026	370090	7949193	29	-90
SMR027	370198	7949324	71	-90
SMR028	370501	7949319	44	-90
SMR029	370800	7949337	54	-90
SMR030	369347	7949593	27	-90
SMR031	369330	7949556	19	-90
SMR032	369321	7949533	32	-90
SCR001	368393	7950797	4	-90
SCR002	368420	7950903	7	-90
SCR003	368442	7950999	14	-90
SCR004	368449	7951093	24	-90
SCR005	368437	7951201	27	-90
SCR006	368426	7951300	25	-90
SCR007	368460	7951399	23	-90
SCR008	368550	7951500	15	-90
SCR009	368555	7951595	14	-90
SCR010	368475	7951701	10	-90
SCR011	368400	7951800	17	-90
SCR012	368373	7951902	17	-90
SCR013	368303	7952000	18	-90
SCR014	368286	7952104	19	-90
SCR015	368268	7952196	15	-90

Source: Wamex a86817 and a67983

Table 14: Ruby Plains – Drilling Results >1,000ppm Co

Hole ID	From (m)	To (m)	Co ppm
09RPR024	3	4	1,250
	4	5	2,830
	5	6	3,050
	6	7	1,910
	7	8	1,660
	8	9	2,400
	9	10	3,620
	10	11	3,340
	11	12	2,220
	12	13	3,240
SCR013	5	10	2,750
	10	15	1,110

Source: Wamex a86817 and a67983

Mining Insights Independent Geologist Report

10. SOLICITOR’S REPORT ON TENEMENTS

MAMBA EXPLORATION LTD PROSPECTUS 158

DLA Piper Australia Level 21 240 St Georges Terrace Perth WA 6000 PO Box Z5470 Perth WA 6831 Australia DX 130 Perth T +61 8 6467 6000 F +61 8 6467 6001 W www.dlapiper.com

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The Directors Mamba Exploration Limited Level 11, 216 St Georges Terrace PERTH WA 6000

9 December 2020

Dear Sirs

SOLICITOR'S REPORT ON MINING TENEMENTS – MAMBA EXPLORATION LIMITED

This report is prepared for inclusion in a prospectus issued by Mamba Exploration Limited (ACN 611 766 833) ( Company ) in connection with an initial public offering comprising an offer of a minimum of 25,000,000 fully paid ordinary shares ( Shares ) and a maximum of 35,000,000 Shares at an issue price of $0.20 per Share ( Offer ) to raise a minimum of approximately $5,000,000 and a maximum of approximately $7,000,000 (before associated costs).

OVERVIEW

Scope of Report

1 The directors of the Company have requested that we provide a report in relation to:
1.1 the interests held by Worthy Exploration Pty Ltd, a wholly subsidiary of the Company (the Subsidiary Company ), in the mining tenements and applications set out in Schedule 3 ( Exploration Licences ) including the statutory rights they confer and statutory obligations they impose;
1.2 whether the Company's interests in the Explorations Licences are in good standing; and
1.3 any material fetters on the exercise of the Company's rights in the Exploration Licences, including: 1.3.1 any unusual and onerous conditions applicable to the Exploration Licences;
1.3.2 any concurrent interests in the land the subject of the Exploration Licences, including other mining tenements, pastoral leases, reserves, native title and Aboriginal heritage ( Concurrent Interests ); and

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities.

A list of offices and regulatory information can be found at www.dlapiper.com

ZTB/MTR/427820/1 AUM/1222790033.2 Page 2

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1.3.3 any material regulatory approvals.

2 This report focuses on and any constraints to the Company’s proposed exploration programme on the Exploration Licences. It does not consider constraints such as additional tenure or approvals required for mining and processing minerals.
3 In preparing this report, we have relied solely upon public searches and the documents provided by the Company, the details of which are set out in Schedule 1. This report is issued subject to the exclusions, assumptions and qualifications in Schedule 2.

Project Overview

4 The Company is a mineral exploration company primarily focused on exploration for copper, gold and nickel. The Subsidiary Company, has entered into a number of tenement sale agreements with various third party vendors summarised below at paragraphs 14 to 20, pursuant to which it will acquire tenements which will comprise four separate projects, located in the Ashburton, Darling Range, Kimberley and Great Southern regions of Western Australia.
5 The Ashburton Project is located 100 kilometres south of Onslow, 240 kilometres south-west of Paraburdoo, and 220 kilometres north-east of Carnarvon, and includes land the subject of:
5.1 E09/2332 held by Peter Romeo Gianni;
5.2 E08/2913 held by Ashburton Metals Group Pty Ltd; and
5.3 applications E08/3190 and E08/3266 applied for by Mining Equities Pty Ltd.
6 The Darling Range Project is located 40 kilometres east of the Bindoon township, between 100 kilometres and 120 kilometres north-east of Perth, Western Australia, and includes land the subject of E70/5147 and E70/5329 held by and application E70/5403 applied for by Ashburton Metals Group Pty Ltd.
7 The Calyerup Creek Project is located 12 kilometres east of Jerramungup township in the Great Southern region of Western Australia, and includes land the subject of E70/4998 held by Kokoda Exploration Pty Ltd.
8 The Kimberly Project comprises four granted Exploration Licences and ten pending Exploration Licence applications, located in three geographically distinct areas known as the Ruby Plains Area, the Copper Flats Area and the East Speewah Area.
9 The Ruby Plains Area is located 50 kilometres south-east of Halls Creek through to 70 kilometres north-east of Halls Creek, and includes land the subject of:
9.1 E80/5409 and E80/5411 held by Mining Equities Pty Ltd;
9.2 E80/5079 held by and applications E80/5085 and E80/5086 applied for by Sarag Pty Ltd; and
9.3 E80/5232 held by and application E80/5519 applied for by Fraka Investments Pty Ltd.
10 The Copper Flats Area is located 125 kilometres east-northeast of Halls Creek and 215 kilometres south of Kununurra, Western Australia and includes land the subject of

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applications E80/4569, E80/4586, E80/5247, E80/5280 and E80/5281 applied for by Fraka Investments Pty Ltd.

11 The Speewah East Area is located 50 kilometres south-west of Kununurra in the east Kimberly region of Western Australia, and includes land the subject of E80/5216 held by and application E80/5217 applied for by Gold Valley Iron & Manganese Pty Ltd.

Summary

12 Material information in relation to each of the Exploration Licences is summarised in Schedule 3 to this report. Any material issues that have been identified are addressed in more detail below in this report.
13 By way of summary:
13.1 subject to satisfaction of certain conditions precedent under various tenement sale agreements summarised below at paragraphs 14 to 20, the Subsidiary Company will hold an 100% beneficial interest in the Exploration Licences;
13.2 there are no encumbrances in respect of the Exploration Licences save for E09/2332, in respect of which a 1% royalty interest has been granted in favour of Peter Romeo Gianni, summarised below at paragraph 24;
13.3 the standard rights conferred by exploration licences are summarised below at paragraphs 32 to 39;
13.4 the Exploration Licences are in good standing as referred to in paragraphs 46 to 49;
13.5 the Exploration Licences are subject of various concurrent land interests, including:
- 13.5.1 the mining tenements referred to in paragraphs 56 to 66;
- 13.5.2 the private land interests referred to in paragraphs 68 to 70;
- 13.5.3 the pastoral lease holdings referred to in paragraphs 73 to 75;
- 13.5.4 Crown reserves and file notation areas referred to in paragraphs 80 to 82; and
- 13.5.5 the native title claims and determinations set out in paragraph 87; and
13.6 there are no material fetters on the exercise of the Company's rights in the Exploration Licences, save for:
- 13.6.1 the need for Aboriginal heritage agreements required to procure grant of pending Exploration Licences referred to at paragraphs 90.1 and 90.2;
- 13.6.2 the need for Aboriginal heritage agreements required to procure the conduct of heritage surveys required to conduct ground disturbing works and avoid a breach of section 18 of the Aboriginal Heritage Act 1972 (WA) referred to at paragraphs 100 to 102;

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13.6.3 consent of the owners and occupiers of the concurrent private land interests to the grant of the Exploration Licences the subject of the Darling Range Project (E70/5147 and E70/5329 and application E70/5403) in respect of that area of land that is less than 30 metres from the natural surface of the land referred to at paragraph 68; and
13.6.4 the non-standard tenement conditions referred to in paragraph 42; and
13.6.5 the requirement to obtain approved programmes of work prior to conducting ground disturbing exploration activities referred to in paragraph 95 and 96.

TITLE & ENCUMBRANCES

Tenement Sale Agreements and Consideration

Ashburton Metals Sale Agreement

14 Pursuant to the Ashburton Metals Sale Agreement, Ashburton Metals Group Pty Ltd agreed to transfer E08/2913, E09/2332, E70/5147 and E70/5329 and applications E08/3190, E08/3266, and E70/5403 (following grant) to the Subsidiary Company in consideration for:
14.1 the payment of A$25,000.00 within two business days of execution, which we are instructed has been paid;
14.2 the payment of up to a further A$79,363.00 on completion (subject to demonstration of expenditure incurred in connection with the development of the tenements); and
14.3 the issue of 9,600,000 shares in the Company at a deemed price of A$0.20.
15 Ashburton Metals Group Pty Ltd has agreed to acquire an interest in E09/2332 held by Peter Romeo Gianni and applications E08/3190 and E08/3266 applied for by Mining Equities Pty Ltd pursuant to the terms of the Ashburton/Mining Equities Agreement. We are instructed that completion has occurred under that agreement such that Ashburton Metals Group Pty Ltd is entitled to become the registered holder of those tenements subject to grant of the applications and either Ministerial consent or the passing of 12 months from grant pursuant to section 64(1) of the Mining Act.

Kokoda Sale Agreement

16 Pursuant to the Kokoda Sale Agreement, Kokoda Exploration Pty Ltd agreed to transfer the E70/4998 to the Subsidiary Company in consideration for:
16.1 the payment of A$3,233.85 on completion; and
16.2 the issue of 1,200,000 shares in the Company at a deemed price of A$0.20.

Sarag Sale Agreement

17 Pursuant to the Sarag Sale Agreement, Sarag Pty Ltd agreed to transfer E80/5079, E80/5409 and E80/5411 and applications E80/5085 and E80/5086 (following grant) to the Subsidiary Company in consideration for:

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17.1 the payment of A$41,279.05 on completion; and
17.2 the issue of 3,200,000 shares in the Company at a deemed price of A$0.20.
18 Sarag Pty Ltd has agreed to acquire an interest in E80/5409 and E80/5411 held by Mining Equities Pty Ltd pursuant to the terms of the Sarag/Mining Equities Agreement. We are instructed that completion has occurred under that agreement such that Sarag Pty Ltd is entitled to become the registered holder of those tenements subject to either Ministerial consent or the passing of 12 months from grant pursuant to section 64(1) of the Mining Act.

Fraka Sale Agreement

19 Pursuant to the Fraka Sale Agreement, Fraka Investments Pty Ltd agreed to transfer the E80/4569 and E80/5232 and applications E80/5519, E80/4586, E80/5247, E80/5280 and E80/5281 to the Subsidiary Company in consideration for:
19.1 the payment of A$65,953.40 on completion; and
19.2 the issue of 2,850,000 shares in the Company at a deemed price of A$0.20.

GVIM Sale Agreement

20 Pursuant to the GVIM Sale Agreement, Gold Valley Iron & Manganese Pty Ltd agreed to transfer the E80/5216 and application E80/5217 to the Subsidiary Company in consideration for:
20.1 the payment of A$24,164.00 on completion; and
20.2 the issue of 800,000 shares in the Company at a deemed price of A$0.20.

Completion and Transfer of Exploration Licences

21 Completion under the Tenement Sale Agreements is conditional upon:
21.1 in respect of the Ashburton Metals Sale Agreement only, completion of the sale and purchase of E09/2332 and applications E08/3190 and E08/3266 from Peter Romeo Gianni and Mining Equities Pty Ltd respectively having occurred in accordance with the terms of Ashburton/Mining Equities Agreement, which we are instructed has occurred; and
21.2 in respect of the Sarag Sale Agreement only, completion of the sale and purchase of E80/5409 and E80/5411 from Mining Equities Pty Ltd having occurred in accordance with the terms of the Sarag/Mining Equities Agreement, which we are instructed has occurred;
21.3 the Company being granted conditional approval from the ASX for admission of the Company to the official list of the ASX and quotation of Company shares and having satisfied any conditions to such approval (other than a condition that completion has occurred under the Tenement Sale Agreements) and the issue of Company shares under the relevant disclosure document (and consequent steps);
21.4 the shareholders of the Company and the Subsidiary Company passing all necessary resolutions in accordance with the ASX Listing Rules authorising the purchase of the Exploration Licences and all mining information in relation to the

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Exploration Licences and the issue of the consideration shares in the Company in accordance with the terms of the Tenement Sale Agreements;

21.5 the vendors and any controllers of the vendors as defined in the ASX Listing Rules, (and, in respect of the Ashburton Metals Sale Agreement only, any shareholder nominated by the vendors to receive consideration shares issued under that agreement and any controllers of those nominees) a restriction agreement in relation to the consideration shares issued in the Company if required by the ASX or the Company.
22 The Subsidiary Company will not acquire a legal or beneficial interest in the Exploration Licences until either Ministerial consent or the passing of 12 months from grant pursuant to section 64(1) of the Mining Act.
23 Transfers of the Exploration Licences to the Subsidiary Company cannot be registered until each of the Tenement Sale Agreements have been assessed for stamp duty by the Office of State Revenue and duty has been paid.

Gianni Royalty

24 Peter Romeo Gianni is entitled to a 1% net smelter return royalty payable in respect of all minerals mined from the land the subject of E08/2332 pursuant to the Ashburton Metals Sale Agreement.
25 The Subsidiary Company and Peter Romeo Gianni have agreed to negotiate in good faith to reach agreement in respect of a formal royalty deed to govern the payment of the royalty on terms consistent with the AMPLA Standard Model Document or other such agreed document.

STATUTORY RIGHTS & OBLIGATIONS

Regulatory Overview

26 The exploration for and mining of minerals in Western Australia is governed by the Mining Act 1978 (WA) ( Mining Act ) and Mining Regulations 1981 (WA) ( Mining Regulations ).
27 Subject to certain limited exceptions (none of which are relevant for the purposes of this report), minerals in situ in their natural state are the property of the State.
28 The State may grant statutory rights known as ‘mining tenements’, including, relevantly:
(a) exploration licences, which confer upon the registered holder an exclusive right to explore for minerals; and
(b) mining leases, which confer upon the registered holder an exclusive right to mine and process minerals.
29 While exploration licences and mining leases confer rights which are exclusive for mining purposes, mining tenements do not confer exclusive possession and co-exist with other interests in land such as pastoral leases and native title.
30 The registered holder of a mining tenement can, by agreement, authorise a third party to exercise its rights.

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Exploration licences

31 As set out in Schedule 3 to this report, the Exploration Licences include:
31.1 10 granted exploration licences; and
31.2 12 applications for exploration licences.
32 Following the grant of any exploration licence application, either Ministerial consent or the passing of 12 months from grant is required to transfer the tenement pursuant to section 64(1) of the Mining Act.
33 An exploration licence under the Mining Act authorises the registered holder:
33.1 to enter the land the subject of the licence;
33.2 to explore that land;
33.3 to remove mineral bearing substances from that land to a prescribed limit; and
33.4 to take and divert water from that land for domestic purposes and for any purpose in connection with exploring for minerals on the land, subject to the Rights in Water and Irrigation 1914 Act (WA).
34 Exploration licences are granted by the Minister for an initial term of five years.
35 The Minister may, if satisfied that any one of several prescribed grounds for extension exist, extend the term of an exploration licence:
35.1 by one period of five years; and
35.2 by a further period or periods of two years.
36 The prescribed grounds for extension are set out in the Mining Regulations and include:
36.1 difficulties or delays occasioned by law, arising from the requirements of governmental or other authorities, political and environmental requirements, the conduct of an Aboriginal heritage survey on the land or in obtaining requisite consents or approvals or in gaining access to the land;
36.2 that the land the subject of the licence has been unworkable for the whole or a considerable part of any year of the term; and
36.3 that the work carried out under the exploration licence justifies further exploration.
37 The holder of an exploration licence has the right to apply for, and have granted, one or more mining leases or general purposes leases in respect of the land the subject of the licence. The right to grant of a mining lease is subject to the Mining Act, which gives the Minister a residual discretion to refuse a mining lease application, including on public interest grounds.
38 Where the holder of an exploration licence applies for a mining lease or general purpose lease over that land, the exploration licence continues in force until the application for a lease has been determined.

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39 The holder of an exploration licence is obliged:
39.1 to pay an annual rent;
39.2 unless exempt, to expend a minimum amount in connection with exploration on the exploration licence in excess of the prescribed annual expenditure commitment; and
39.3 to surrender 40% of the number of blocks subject to the exploration licence within six years after the date of grant.
40 The annual rent and the minimum expenditure commitments for each of the Exploration Licences are set out in Schedule 3.

Tenement Conditions

41 Various conditions may be imposed on exploration licences including standard conditions for the protection of the environment or third party interests in land. On the basis of the public searches undertaken, we are not aware of any unusual and onerous conditions.
42 A number of non-standard conditions have been imposed upon the Exploration Licences as outlined in Schedule 4 which deal with the exercise of rights pursuant to the Exploration Licences on areas of land which are also subject to the concurrent land interests detailed below at paragraphs 77 to 82 below.
43 We are instructed that the imposition of those conditions will not have a material impact on the conduct of the Company’s proposed exploration plan because the areas of land the subject of the relevant Crown reserve or file notation area are not in areas where the company intends to conduct its proposed exploration activities.
44 Further, as detailed further at paragraphs 103 to 106, certain Exploration Licences have been granted, or will be granted, subject to a tenement condition requiring the tenement holder to enter into a Regional Standard Heritage Agreement or an Alternative Heritage Agreement with the relevant native title party or body corporate, being:
44.1 a condition in respect of E80/5232 which provide that if the tenement holder receives a request from Purnululu, the native title applicants in Federal Court application No. WAD6007/1998 (the "native title party"), not more than ninety days after the grant of the tenement, must within thirty days execute in favour of the native title party any Regional Standard Heritage Agreement nominated by the native title party, the Regional Standard Heritage Agreement being any of the agreements described as the Yamatji Marlpa Aboriginal Corporation (Geraldton and Pilbara) Agreement, the Goldfields Land and Sea Council Agreement, and the South West Land and Sea Council Agreement on the website of the Department of Mines, Industry Regulation and Safety under the heading "Regional Standard Heritage Agreement"; and
44.2 conditions in respect of E09/2332, E70/5147, E70/5329 and E70/4998 (which conditions will also be imposed upon application E70/5403 upon grant) which require the tenement holder to enter into an Regional Standard Heritage Agreement or a Noongar Standard Heritage Agreement with the Native Title Agreement Group or Regional Corporation (as the case requires) prior to the exercise of any rights, powers or duties pursuant to the relevant Exploration Licence over the portion of the area of land the subject of the relevant ILUA.

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Tenement Compliance & Standing

45 Failure to comply with tenement conditions may result in forfeiture of the Exploration Licences or the imposition of a penalty.
46 As set out in Schedule 3, rent has been paid in full in respect of all of the Exploration Licences.
47 Form 5 Operations Reports have been lodged for the most recent reporting year for all of the Exploration Licences in which the tenement holder claims to have incurred expenditure in excess of the annual expenditure commitment on or connection with mining on the tenement during the reporting year, save for E80/5216 which is due 60 days after the anniversary date of the commencement of the term of the licence, 30 October. We are instructed that a Form 5 Operations Report or an application for a certificate of exemption will be lodged with the Department of Mines, Industry Regulation and Safety prior to the end of the prescribed period.
48 As set out in Schedule 3, the public searches undertaken record instances of historical noncompliance with tenement conditions in relation to E80/5079 and E08/2913, resulting in the imposition of fines for non-compliance with mineral exploration reporting requirements and rent obligations.
49 Based on the public searches undertaken, we are not aware of any other non-compliance with the conditions of the Exploration Licences which may result in forfeiture of the Exploration Licences or the imposition of a penalty.

Term, Renewal & Compulsory Surrender

50 As referred to in Schedule 3, 10 of the Exploration Licences are granted and all are within their initial five year term. The initial term of those Exploration Licences expires as follows:
50.1 E08/2913 – 18 July 2023;
50.2 E09/2332 – 5 January 2025; 50.3 E70/4998 – 21 January 2023; 50.4 E70/5147 – 14 May 2024; 50.5 E70/5329 – 30 November 2025; 50.6 E80/5079 – 21 September 2022; 50.7 E80/5216 – 29 October 2024; 50.8 E80/5232 – 5 February 2025; 50.9 E80/5409 – 10 November 2025; and 50.10 E80/5411 – 10 November 2025.
51 Only one of these Exploration Licences, E80/5079, is due to expire and will require renewal within the next two years.

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52 We are instructed that the Company intends to undertake staged exploration and evaluation programs in accordance with the proposed exploration expenditure summary set out in the prospectus and that the budgeted expenditure is sufficient to meet the minimum expenditure requirements in respect of each of the tenements, and on that basis we consider that if the Company undertakes the work set out in the prospectus and that work justifies further exploration such that the Company wishes to seek renewal of these Exploration Licences, then it would have good prospects of obtaining an extension of term for the granted Exploration Licences on the basis that the work carried out under the Exploration Licences justifies further exploration.
53 Given all of the granted Exploration Licences are within their initial five year term, there are no compulsory partial surrenders due in respect of any of the Exploration Licences. No voluntary partial surrenders have been lodged in respect of any of the Exploration Licences.

CONCURRENT INTERESTS

54 Mining tenements under the Mining Act are exclusive only for the purposes for which they are granted and, where granted in respect of Crown land, are capable of co-existing:
54.1 in the case of miscellaneous licences and special prospecting licences, with other mining tenements; and
54.2 in all cases, with pastoral leases, petroleum licences or permits, Crown reserves and native title.

Concurrent mining tenements

55 Under the Mining Act, where mining tenements coexist, the subsequent tenement is deemed to be granted subject to a reservation of the rights of the prior tenement. In practice, in the absence of agreement to the contrary, this means that activities under the prior tenement are entitled to priority in the event of any conflict or interference.
56 As referred to in Schedule 3, the following Exploration Licences coexist with mining tenements held by third parties:
56.1 Goldnet Miscellaneous Licence 08/196 – <0.1% of the land the subject of application E08/3266 includes land the subject of application L08/196 applied for by Goldnet Pty Ltd;
56.2 King River Access Agreement – 2.49% of the land the subject of application E80/5217 includes land the subject of L80/43 held by Speewah Mining Pty Ltd; and
56.3 Priority – 3.08% of the land the subject of application E80/5519 includes land the subject of application E 80/5442 held by Mining Equities Pty Ltd.

Goldnet Miscellaneous Licence 08/196

57 Goldnet Pty Ltd is the applicant for application L08/196 for the prescribed purposes of ‘a communications facility’ which includes land the subject of application E08/3266.
58 Goldnet Pty Ltd lodged an objection lodged under the Mining Act to the grant of application E08/3266 however that objection was withdrawn on 27 November 2020.

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King River Access Agreement

59 Speewah Mining Pty Ltd is the holder of L80/43 for the prescribed purposes of a ‘road’ which includes land the subject of application E80/5217.
60 Speewah Mining Pty Ltd lodged an objection under the Mining Act to the grant of application E80/5217. The objection has been resolved by way of execution of the King River Access Agreement. The King River Access Agreement provides that:
60.1 Speewah Mining Pty Ltd consents to the grant of application E80/5217;
60.2 among other obligations, Gold Valley Iron & Manganese Pty Ltd agrees, in relation to the land which is subject to both L80/43 and E80/5217 (following grant):
- 60.2.1 to allow Speewah Mining Pty Ltd to conduct any activities permitted as holder of L80/43 and not to interfere with the conduct of those activities;
- 60.2.2 not to use any road constructed pursuant to L80/43 as a haul road;
- 60.2.3 not to undertake any activities that damage or are likely to damage any infrastructure constructed pursuant to L80/43; and
- 60.2.4 not to undertake any mining, excavation or mining works, or install or erect any structure on or within 15 metres of land which is subject to both L80/43 and E80/5217;
60.3 if any activities proposed to be conducted by Gold Valley Iron & Manganese Pty Ltd may be likely to prevent, interfere with or impede in any material respect Speewah Mining Pty Ltd’s use of any infrastructure constructed pursuant to L80/43, Gold Valley Iron & Manganese Pty Ltd may require Speewah Mining Pty Ltd to relocate the infrastructure (subject to determination of an alternative location for the infrastructure) at Gold Valley Iron & Manganese Pty Ltd’s cost; and
60.4 neither party may transfer its interest in the tenements the subject of the agreement unless the proposed transferee enters into an agreement with the transferring party whereby it covenants in favour of the non-transferring party to observe and perform the terms of the agreement.
61 A Deed of Covenant was entered into on 23 October 2020 between the Subsidiary Company and Gold Valley Iron & Manganese Pty Ltd, the vendor of E80/5217 and E80/5216, pursuant to which the Subsidiary Company covenants in favour of Gold Valley Iron & Manganese Pty Ltd to comply with and be bound by the assumed obligations as if named assignor in the King River Access Agreement.

Priority

62 Under section 105A of the Mining Act, where there are competing tenement applications, the applicant who first complies with the initial requirements has "the right in priority over every other applicant to have granted" the mining tenement. The 'initial requirements' is, in the case of an exploration licence, the lodgement of the application in the prescribed manner.

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63 The Department administers competing applications on the basis that the right of priority is a right to have the application considered prior to and independently of competing applications.
64 Where an application for an exploration licence is made in respect of areas of land which include land which is unavailable for mining, those areas of land will be excised from the application on grant of the exploration licence under subsections 57(2c) to (2e) of the Mining Act.
65 As referred to in Schedule 3 application E80/5519 includes land the subject of application E80/5442 held by Mining Equities Pty Ltd.
66 Application E80/5519 is second in time to application E80/5442. In the usual course, the priority application will be granted with the consequence that the common land will be excised upon grant of the non-priority application.

Concurrent private land interests

67 Under section 29(2) of the Mining Act, unless the written consent of the owner and occupier is obtained, a tenement cannot be granted in respect of any private land within 30 metres of the natural surface:
67.1 which is in use as a yard, stockyard, garden, orchard, vineyard, plant nursery or plantation or is under cultivation; or
67.2 which is the site of a cemetery or burial ground; or
67.3 which is the site of a dam, bore, well or spring; or
67.4 on which there is erected a substantial improvement; or
67.5 which is situated within 100m of any private land referred to above; or
67.6 which is a separate parcel of land and has an area of 2,000m[2] or less.
68 As referred to in Schedule 3, in respect of the tenements the subject of the Darling Range Project:
68.1 99.07% of the land the subject of E70/5147 includes land the subject of 18 parcels of private land;
68.2 96.45% of the land the subject of E70/5329 includes land the subject of 55 parcels of private land; and
68.3 96.71% of the land the subject of application E70/5403 includes land the subject of 30 parcels of private land.
69 E70/5147 and E70/5329 have been granted with the exclusion of any private land referred to in section 29(2) of the Mining Act except that below 30 metres from the natural surface of the land. In the event that the Company wishes to obtain surface rights, it may obtain the written consent of the owner and occupier to the grant of surface rights and an application can subsequently be made to the Minister for the mining tenement to be granted in respect of that area that is less than 30 metres from the natural surface of the land as well as in respect of the land in respect of which that mining tenement is already granted.

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70 We are instructed that:
70.1 the requirement to obtain the written consent of the owner and occupier to the grant of surface rights will not have a material impact on the conduct of the Company’s proposed exploration plan because initial exploration activities proposed to be undertaken in respect of these tenements are predominantly nonground disturbing activities (i.e. the conduct of desktop studies or aerial surveys); and
70.2 the results of those initial exploration activities will be used to identify targets for further exploration and therefore which private landholders will need to be approached to obtain consent to the grant of surface rights.

Pastoral leases

71 Under the Mining Act, the rights of a tenement holder generally have priority over the rights of a pastoral lessee, subject to the right of pastoral lessee to:
71.1 withhold consent (unless the Warden otherwise directs) to the conduct of activities within:
- 71.1.1 100 metres of land that is under crop;
- 71.1.2 100 metres of a yard, stockyard, garden, cultivated field, orchard, vineyard, plantation, airstrip or airfield;
- 71.1.3 100 metres of land that is occupied by a house or building;
- 71.1.4 100 metres of a cemetery or burial ground; or
- 71.1.5 400 metres of improvements such as any water works, race, dam, well or bore; and
71.2 seek compensation for damage to improvements or loss of earnings from interference with pastoral activities.
72 The provision of consent (if required) and payment of compensation (if applicable) is sometimes dealt with by an agreement which also provides for the consent of the pastoral lessee to the grant of the mining tenement.
73 As referred to in Schedule 3, various Exploration Licences include land the subject of various pastoral leases.
74 No objections have been lodged by the pastoralists to the grant of the tenements and there are no pastoral access compensation agreements in relation to any of the Exploration Licences.
75 We are instructed that the requirement to obtain the pastoralists’ consent to the conduct of exploration activities will not have a material impact on the conduct of the Company’s proposed exploration plan because the Company is not aware of the existence of any relevant pastoral improvements in areas where the company intends to conduct its proposed exploration activities.

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General Lease

76 As referred to in Schedule 3, E80/5216 includes land the subject of GE L387707 (overlapping 0.38%), a general lease under section 79 of the Land Administration Act 1997 (WA) in favour of T.F.S Properties Limited (ACN 093 330 977) for the permitted purpose of ‘Dam Site’. No objection under the Mining Act was received to the grant of E80/5212 from the lessee.

Reserves and File Notation Areas

77 Mining tenements may be applied for and granted in respect of land that is subject of a Crown reserves, subject to the consent of the Minister for Mines and in accordance with any tenement conditions imposed on the tenement upon grant, which are recommended to be imposed by the Department to the Minister following consultation with the relevant responsible agency in accordance with sections 24, 24A and 25 of the Mining Act (being the relevant Minister charged with the administration of the land or the enactment to which the land is subject, or the local government, public body, trustees or other persons in which the control and management of such land is vested).
78 Mining on land which is reserved under Part 4 of the Land Administration Act 1997 (WA) (which includes reserves such as C Class Reserves) requires written consent of the Minister for Mines unless the land is reserved for certain purposes including ‘commons’.
79 File Notation Areas are a dataset which appear spatially within the Tengraph database maintained by the Department of Mines, Industry Regulation and Safety. File Notation Areas indicate that land is subject of the File Notation Area is the subject of a proposed land transaction, alienation from the Crown, or other proposed change in land use, which may or may not be implemented.
80 As referred to in Schedule 3, various Exploration Licences include land the subject of various Crown reserves and file notation areas.
81 As noted above at paragraph 42, a number of non-standard conditions have been imposed upon the Exploration Licences as outlined in Schedule 4 which deal with the exercise of rights pursuant to the Exploration Licences on areas of land which are also the subject of various Crown reserves and file notation areas.
82 We are instructed that the imposition of those conditions will not have a material impact on the conduct of the Company’s proposed exploration plan because the areas of land the subject of the relevant Crown reserve or file notation area are not in areas where the company intends to conduct its proposed exploration activities.

Native title

83 The common law of Australia recognises the proprietary rights and interests of Aboriginal and Torres Strait Islander people arising under traditional laws and customs in relation to their traditional lands and waters.
84 These rights and interests will be recognised where the persons claiming to hold those rights and interests can establish that they have maintained a continuous connection with the land in accordance with traditional laws and customs since non-Indigenous settlement and those rights and interests have not been lawfully extinguished by the grant of rights and interests to other persons.

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85 The Native Title Act 1993 (Cth) codifies much of this common law and establishes a framework pursuant to which:
85.1 persons claiming to hold native title in land and waters, excluding freehold land and certain other specified categories of land, can have their claims determined by the Federal Court;
85.2 persons whose claim is registered because they demonstrate a prima facie case to hold native title are entitled to certain procedural rights in respect of the grant of future rights and interests, including mining tenements, to other persons over that land and waters; and
85.3 persons found to hold native title are entitled to compensation in respect of the effect on that native title of the grant to other persons over that land and waters of any rights and interests after the commencement of the Racial Discrimination Act 1975 (Cth), including any future rights and interests.
86 In relation to the grant of mining tenements, the procedural rights referred to at 85.2 above which are enjoyed by registered native title claimants and native title holders include:
86.1 in respect of the proposed grant of exploration licences, a right to object to the application of the expedited procedure under the Native Title Act 1993 (Cth) which, unless an objection is upheld, has the effect of permitting the grant of mining tenements without requiring negotiation in the same manner as for mining leases (described at 86.2 below) and to have that objection heard and determined by the National Native Title Tribunal; and
86.2 in respect of the proposed grant of mining leases, an obligation to negotiate in good faith with the tenement applicant and the State of Western Australia with a view to reaching agreement in relation to the grant of that mining lease, failing which any party to those negotiations may, no earlier than six months after notification of proposed grant, apply to the National Native Title Tribunal for a determination as to whether or not the leases should be granted in the absence of agreement.
87 Unregistered claimants do not enjoy those procedural rights.
88 As referred to in Schedule 3: 88.1 in respect of the Ashburton Project:
- 88.1.1 E08/2913 and applications E08/3190 and E08/3266 fall wholly within the Budina People native title determination (WCD2017/006) which was determined on 16 October 2017; and
- 88.1.2 E09/2332 falls partially within Combined Thiin-Mah, Warriyangka, Tharrkari and Jiwarli People native title determination (WCD2019/003) which was determined on 16 April 2019;
88.2 in respect of the Calyerup Creek Project, E70/4998 falls wholly within:
- 88.2.1 the Southern Noongar native title claim (WC1996/109) which was registered on 18 November 1996;

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88.2.2 the Wagyl Kaip native title claim (WC1998/070) which was registered on 29 September 1998;
88.2.3 the Single Noongar Claim (Area 1) (WC2003/006) (unregistered); and
88.2.4 the Single Noongar Claim Group Compensation Claim (WP2019/001) (100%) (unregistered);
88.3 in respect of the Darling Range Project: 88.3.1 E70/5417 and E70/5329 fall wholly within the Yued native title claim (WC1997/071) which was registered on 22 August 1997;
88.3.2 application E70/5403 falls wholly within Ballardong native title claim (WC2000/007) which was registered on 3 July 2008; and
88.3.3 E70/5417 and E70/5329 and application E70/5403 fall wholly within
- (a) the Single Noongar Claim (Area 1) (WC2003/006) (unregistered); and
(b) the Single Noongar Claim Group Compensation Claim (WP2019/001) (100%) (unregistered);
88.4 in respect of the Ruby Plains Area: 88.4.1 E80/5079 and E80/5409 fall wholly within the Jaru native title claim (WC2012/003) which was registered on 16 March 2012;
88.4.2 E80/5411 and application E80/5085 fall partially within:
- (a) the Jaru native title claim (WC2012/003) which was registered on 16 March 2012; and
- (b) the Koongie-Elvire native title claim (WC1999/040) which was registered on 15 November 1999; and
88.4.3 application E80/5086 falls partially within: (a) the Jaru native title claim (WC2012/003) which was registered on 16 March 2012; and
(b) the Malarngowem native title claim (WC1999/044) which was registered on 4 February 2000;
88.5 in respect of the Copper Flats Area: 88.5.1 applications E80/5519, E80/5280, E80/5247, E80/4569 and E80/5247 fall wholly within the Jaru native title claim (WC2012/003) which was registered on 16 March 2012;
88.5.2 application E80/5281 falls partially within:

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     - (a) the Jaru native title claim (WC2012/003) which was registered on 16 March 2012; and

     - (b) the Purnululu native title claim (WC1994/011) which was registered on 27 March 1995; and

  - 88.5.3 E80/5232 falls wholly within the Purnululu native title claim (WC1994/011) which was registered on 27 March 1995; and

88.6 in respect of the Speewah East Area:
- 88.6.1 E80/5216 falls partially within:
  - (a) the Yurriyangem Taam native title claim (WC2010/013) which was registered on 29 October 2010; and
  - (b) the Wanjina – Wunggurr native title determination (WCD2004/001) which was determined on 27 August 2004; and
- 88.6.2 E80/5217 falls partially within the Yurriyangem Taam native title claim (WC2010/013) which was registered on 29 October 2010.
89 Consequently, the various native title claim and determination groups will enjoy the procedural rights referred to paragraph 86 in respect of the grant of any tenement applications (as summarised at paragraph 86.1 above in relation to the Exploration Licences that have not yet been granted).
90 The various Exploration Licences which include land the subject of registered native title claims and determinations are at various stages of assessment under the Native Title Act 1993 (Cth), as follows:
90.1 Applications E08/5519, E80/4586, E80/5247, E80/5280, E80/5281, E08/3190 and E08/3266 have not yet been notified under the Native Title Act 1993 (Cth). They each fall within or partly within native title determinations or registered claims but outside the South West Settlement Area so their grant under the expedited procedure may be objected to by the relevant native title parties, which objection would typically be withdrawn by the parties finalising a heritage agreement.
90.2 Objections have been lodged by native title parties in respect of E80/5409 and E80/5411 and application E80/5217 to the proposed grant of these tenements under the expedited procedure. Native title parties typically withdraw their objections if the parties finalise a heritage agreement applicable to the tenement. If objections are not withdrawn and the National Native Title Tribunal determines that the expedited procedure does not apply, the ‘right to negotiate’ process applies to the grant of the tenement.
90.3 The National Native Title Tribunal determined that the expedited procedure does not apply to applications E80/5085 and E80/5086. The ‘right to negotiate’ process therefore applies, which means the applicant must negotiate in good faith with the relevant native title parties in relation to the grant of the tenements. It also means that these tenements can only be validly granted after finalisation of a State deed under section 31 of the Native Title Act 1993 (Cth) (and, typically, an associated ancillary agreement), or alternatively if the applicant obtains a determination by

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the National Native Title Tribunal that the tenements may be granted in absence of agreement (which would likely be actively opposed by the native title parties). There are two native title parties relevant to these tenements: Koongie-Elvire and Jaru. Our searches suggest negotiations with Jaru are underway and that negotiations with Koongie-Elvire have been finalised, however we have not sighted any agreements with Koongie-Elvire and we are not aware of the current status of negotiations with Jaru.

91 Mining tenements granted after commencement of the Native Title Act 1993 (Cth) on 24 December 1993 validly affect native title provided that the relevant applicable future act process has been complied with. The 'non-extinguishment principle' applies to the grant of those mining tenements with the effect that native title continues to exist in the land the subject of those tenements but have no effect in relation to the tenements to the extent of any inconsistency. Compensation is payable to any determined native title holders.
92 All of the Exploration Licences were applied for or granted after 24 December 1993 with the consequence that, provided that the applicable future act process was complied with, the nonextinguishment principle applies but any determined native title holder will be entitled to compensation.
93 Under the Native Title Act 1993 (Cth) and the Mining Act, liability for payment of compensation referred to at 85.3 above in respect of the grant of a mining tenement falls upon the tenement holder at the time the compensation is determined except:
93.1 if the amount is to be paid and held in trust, in which case the liability falls upon the tenement holder at the time payment is required; and
93.2 in the event that, at the relevant time, the tenement has been surrendered, forfeited or expired, in which case the liability falls upon the tenement holder immediately prior to that surrender, forfeiture or expiry (as applicable).

STATUTORY APPROVALS

94 In order to undertake ground disturbing exploration activities on the Exploration Licences, the Company will require:
94.1 approved programmes of work; and
94.2 Aboriginal heritage clearance.

Programme of Work

95 It is a condition of every exploration licence that the holder must not conduct ground disturbing activities such as drilling on the tenement unless the holder has lodged a programme of work and it has been approved.
96 We are instructed that the Company does not have any approved programmes of works however it will obtain approved programmes of work prior to the conduct of ground disturbing exploration activities, including after the grant of the relevant Exploration Licences.

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Aboriginal Heritage Clearance

97 In order to undertake exploration activities on the Exploration Licences, the Company will require Aboriginal heritage clearance.
98 The Aboriginal Heritage Act 1972 (WA) and the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) protect places and objects of significance to Aboriginal and Torres Strait Islander people in accordance with their traditional laws and customs.
99 The Registrar of Aboriginal Sites maintains a non-exhaustive register of Aboriginal Sites protected by the Aboriginal Heritage Act 1972 (WA) as well as a record of other heritage places which may have cultural significance to Aboriginal people but either have not yet been assessed for the purposes of the Act or do not satisfy the criteria specified under the Act.
100 Under the Aboriginal Heritage Act 1972 (WA) it is an offence to damage or in any way alter an ‘Aboriginal Site’ without the consent of the Minister under section 18 or the permission of the Registrar under section 16. An ‘Aboriginal Site’ under the Aboriginal Heritage Act 1972 (WA) may be an archaeological site, a sacred or ceremonial site or a place which is associated with Aboriginal people and should be preserved because of its significance to the cultural heritage of the State. The Aboriginal Heritage Act 1972 (WA) establishes a Register of Aboriginal Sites, but protects Aboriginal Sites regardless of whether or not they are registered.
101 Information obtained by searches of the register maintained by the Department of Planning, Lands and Heritage under the Aboriginal Heritage Act 1972 (WA) in relation to Aboriginal sites are included in Schedule 3 and indicate in relation to the Exploration Licences that:
101.1 E70/4998, E80/5232, E80/5216 and E80/5217 and applications E70/5403 and E80/5085 include land the subject of registered Aboriginal sites; and
101.2 E08/2913, E08/3266 and E70/5329 and applications E70/5403 and E80/5085 include land the subject of sites recorded as other heritage places.
102 The practical effect of both the Aboriginal Heritage Act 1972 (WA) and the Aboriginal and Torres Strait Islander Act 1984 (WA) is to require due diligence to be carried out prior to ground-disturbing works for the purposes of identifying whether or not those works may impact on an Aboriginal site. Due diligence will require, at a minimum, a search of the register of Aboriginal sites and, in most cases where the area has not been subject to previous disturbance, conduct of an Aboriginal heritage survey.

Heritage Agreements

103 As referred to at paragraph 44, the following Exploration Licences have been granted, or will be granted, subject to a tenement condition requiring the tenement holder to enter into an a Regional Standard Heritage Agreement or an Alternative Heritage Agreement with the relevant native title party or body corporate, being:
103.1 E80/5232, which includes land the subject of the Purnululu native title claim;
103.2 application E70/5403, which includes land the subject of the Ballardong People Indigenous Land Use Agreement;
103.3 E70/5147 and E70/5329, which include land the subject of the Yued Indigenous Land Use Agreement; and

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103.4 E70/4998, which includes land the subject of the Wagyl Kaip & Southern Noongar Indigenous Land Use Agreement.
104 The proponent must provide a statutory declaration to DMIRS evidencing compliance with the condition referred to in paragraph 85.
105 A Noongar Alternative Heritage Agreement has been entered into in respect of E70/5329. Under the Noongar Alternative Heritage Agreement:
105.1 the parties agree the terms upon which representatives of the Yued Native Title Party will participate in heritage surveys to identify any Aboriginal heritage sites within the Agreement Area;
105.2 the tenements holder:
- 105.2.1 must provide Programs of Proposed Works and Activity Notices to the Yued Native Title Party in circumstances where heritage surveys are likely to be required prior to the conduct of exploration activities;
- 105.2.2 may elect not to provide Activity Notices where it has reasonable ground to form an opinion that a heritage survey is not required, including because the proposed exploration activities constituted Minimal Impact Activities or Low Ground Disturbance Activities; and
- 105.2.3 must consult with the Yued Native Title Party prior to lodging any application the for the consent of the Minister under section 18 or the permission of the Registrar under section 16 of the Aboriginal Heritage Act 1972 (WA).
106 The terms of the Noongar Alternative Heritage Agreement are substantially the same as the Yued Noongar Standard Heritage Agreement save that the obligation to provide Aboriginal heritage information and survey information to the Department of Planning, Lands and Heritage have been removed. The terms of the agreement are typical for agreements of this nature and are not unusually onerous.

CONCLUSION

107 DLA Piper Australia has given its written consent to the lodgement of the prospectus with this report in the form and context in which it is included and has not withdrawn its consent prior to the lodgement of the prospectus with the Australian Securities and Investment Commission. This report has been prepared only for the purpose of the prospectus and is not to be relied on for any other purpose.
108 This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the prospectus and is not to be relied on or used for any other purpose or quoted or referred to in any public documents or filed with any government body or other person without our prior consent. This report is issued subject to the exclusions, assumptions and qualifications in Schedule 2.
109 DLA Piper Australia will be paid its normal and usual professional fees for the preparation of this report. Except in respect of its professional fees and otherwise disclosed in the prospectus, DLA Piper Australia has no interest in the promotion of the Company.

ZTB/MTR/427820/1 AUM/1222790033.2 Page 21

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Yours sincerely

==> picture [49 x 74] intentionally omitted <==

Alex Jones Partner Global Co-Chair - Energy & Natural Resources Sector DLA PIPER AUSTRALIA

Direct +61 8 6467 6204

[email protected]

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SCHEDULE 1: DOCUMENTS RELIED UPON

In preparing this report, we have relied upon:

1 the searches of the public databases undertaken by DLA Piper Australia including:
1.1 Quick Appraisal searches obtained from the TENGRAPH system maintained by the Department of Mines, Industry Regulation and Safety, on or about 4 December 2020;
1.2 searches of the Register of Native Title Claims and National Native Title Register maintained by the National Native Title Tribunal, on or about 2 December 2020;
1.3 searches of the Aboriginal Heritage Inquiry System maintained by the Department of Planning, Lands and Heritage, on or about 4 December 2020;
1.4 Mining tenement searches obtained from the register maintained by the Department of Mines, Industry Regulation and Safety, on or about 4 December 2020;
2 copies of the following agreements provided by the Company:
2.1 the tenement sale agreement dated 25 November 2020 between Worthy Exploration Pty Ltd and Ashburton Metals Group Pty Ltd ( Ashburton Metals Sale Agreement ) as varied by letter deed dated 30 November 2020;
2.2 the tenement sale agreement dated 23 October 2020 between Worthy Exploration Pty Ltd and Sarag Pty Ltd ( Sarag Sale Agreement ) as varied by letter deed dated 30 November 2020;
2.3 the tenement sale agreement dated 28 October 2020 between Worthy Exploration Pty Ltd and Kokoda Exploration Pty Ltd ( Kokoda Sale Agreement ) as varied by letter deed dated 30 November 2020;
2.4 the tenement sale agreement dated 23 October 2020 between Worthy Exploration Pty Ltd and Fraka Investments Pty Ltd ( Fraka Sale Agreement ) as varied by letter deed dated 30 November 2020;
2.5 the tenement sale agreement dated 23 October 2020 between Worthy Exploration Pty Ltd and Gold Valley Iron & Manganese Pty Ltd ( GVIM Sale Agreement ) as varied by letter deed dated 30 November 2020,

(together, the Tenement Sale Agreements );

2.6 the tenement sale agreement dated 5 October 2020 between Ashburton Metals Group Pty Ltd, Mining Equities Pty Ltd and Peter Romeo Gianni ( Ashburton/Mining Equities Agreement) ;
2.7 the tenement sale agreement dated 22 October 2020 between Sarag Pty Ltd and Mining Equities Pty Ltd ( Sarag/Mining Equities Agreement) ;

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2.8	the access agreement dated 27 September 2019 between Speewah Mining Pty Ltd
	and Gold Valley Iron & Manganese Pty Ltd (King River Access Agreement);
2.9	the Deed of Covenant – King River Access Agreement dated 23 October 2020
	between Gold Valley Iron & Manganese Pty Ltd and Worthy Exploration Pty Ltd
	(Deed of Covenant); and
2.10	the Noongar Alternative Heritage Agreement dated 13 August 2020 between
	Mining Equities Pty Ltd and South West Aboriginal Land & Sea Council
	Aboriginal Corporation, ICN 3832 for and on behalf of the Yued Agreement
	Group (Noongar Alternative Heritage Agreement).

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SCHEDULE 2: EXCLUSIONS, ASSUMPTIONS AND QUALIFICATIONS

Exclusions

This report relates only to the ownership of rights and interests in the mining tenements comprising the Exploration Licences and specifically excludes any analysis of the ownership of any plant, equipment or other chattels on the land the subject of those mining tenements.

Assumptions

This report is subject to the following assumptions (in addition to any assumptions expressed elsewhere in this report):

1 we have assumed that information provided by third parties, including various government departments, in response to searches and enquiries made by us is accurate, complete and up to date as at the date of its receipt by us;
2 we have assumed that the contracts referred to in this report were within the capacity and powers of, and were validly authorised, stamped or lodged for stamping (where necessary), executed, delivered by and are legally binding on and enforceable against the parties to them and comprise the entire agreement of the parties to each of them with respect to their respective subject matters;
3 we have assumed that the signatures on the contracts referred to in this report are authentic;
4 we have assumed that there are no material documents or information to be provided other than the contracts referred to in this report;
5 we have assumed that the parties to each of the contracts referred to in this report are complying with and will continue to comply with and fulfil the terms of each of the contracts referred to in this report; and
6 we have assumed the completeness and the conformity to original documents of all copies reviewed.

Qualifications

This report is subject to the following qualifications (in addition to any qualifications expressed elsewhere in this report):

1 in relation to any statement relating to whether a mining tenement is in good standing, such statement is only based on the information contained in the relevant search on the instrument of title for that tenement; and
2 where compliance with the terms and conditions of any mining tenements and the provisions of the Mining Act including requirements necessary to maintain the tenements in good standing, or a possible claim in relation to the tenements by third parties is not disclosed on the face of the searches referred to above, we express no opinion as to such compliance or claim.

Agreements and Proceedings	Proceedings			Nil	Objection 588128 by Goldnet Pty Ltd (Withdrawn 27 November 2020)	WO2019/0330 (Withdrawn, 06/12/19)
			WO2017/0748 (Withdrawn, outcome date 17/07/2018) Fine in respect to: Forfeiture Process 570092 Non-compliance with expenditure obligations ($1,629.00 paid) Fine in respect to: Forfeiture Process 562955 Non-compliance with rent obligations ($224 paid) WO2017/0748 (Objection withdrawn, 17/07/2018)

	Agreements		Budina and Lyndon ILUA (WI2017/019) (94.47%) Budina and Lyndon Station (WI2013/004) (94.47%) Budina and Towera ILUA (WI2017/021) (1.57%) Budina and Towera Station (WI2013/005) (1.57%)	Budina and Lyndon ILUA (WI2017/019) (99.37%) Budina and Lyndon Station (WI2013/004) (99.37%)	Budina and Lyndon ILUA (WI2017/019) (92.22%) Budina and Lyndon Station (WI2013/004) (92.22%) Budina and Towera ILUA (WI2017/021) (7.55%) Budina and Towera Station (WI2013/005) (7.55%)	Minnie Creek and Combined Thiin- Mah, Warriyangka, Tharrkari, Jiwarli ILUA (WI2020/007) (100%)
Native Title and Aboriginal Heritage	Aboriginal sites/Other heritage places		1 Other Heritage Places 8825 NATGAS 237 (Artefacts/ Scatter)	Nil	2 Registered Sites 11245 BIRGANU (Ceremonial, Mythological) 11247 LYNDON STATION: CORIA (Engraving, Painting)	Nil
	Native Title Cleared date		18/07/2018	Nil	Awaiting notification	06/12/2019
	Native Title Notification Date		12/07/2017	13/11/2020	Awaiting notification	30/01/2019
	Native title claim / Determination		Budina People (WCD2017/006) (WAD131/2004) (100%)	Budina People (WCD2017/006) (WAD131/2004) (100%)	Budina People (WCD2017/006) (WAD131/2004) (100%)	Combined Thiin-Mah, Warriyangka, Tharrkari and Jiwarli People (WCD2019/003) (WAD464/2016)
Concurrent Interests	Other Land		R 1886 - "C" CLASS RESERVE WATERING PLACE FOR TRAVELLERS & STOCK (3.43%) 394 481 - Historical Pastoral Lease (C) (1.97%) FNA 13597 – DBNGP CORRIDOR - TAKING OF STATE CORRIDOR RIGHTS - RESTRICTIONS MAY APPLY, REFER TO INFRASTRUCTURE CORRIDORS, DPLH (0.18%)	Nil	394 481 - Historical Pastoral Lease (C) (28.67%) FNA 13597 – DBNGP CORRIDOR - TAKING OF STATE CORRIDOR RIGHTS - RESTRICTIONS MAY APPLY, REFER TO INFRASTRUCTURE CORRIDORS, DPLH (<0.01%)	394 713 – Historical Pastoral Lease (100%)
	Pastoral Leases	Ashburton (Ashburton Metals Group Pty Ltd)	PL N049957 - Pastoral Lease (C) Towera (1.57%) PL N050138 Pastoral Lease (C) Lyndon (94.47%)	PL N050138 Pastoral Lease (C) Lyndon (99.37%)	PL N049957 - Pastoral Lease (C) Towera (7.55%) PL N050138 - Pastoral Lease (C) Lyndon (92.22%)	PL N050329 – Pastoral Lease Minnie Creek (100%)
	Mining tenements /applications		Nil	Nil	L 08/196 Goldnet Pty Ltd (<0.1%) (Pending, date of lodgement 10/07/2020)	Nil
Financial	MRF levy		Nil	Nil	Nil	Nil
	Annual Rent ex-GST		2021: Paid In Full $3,384; 2022: $5,712	-	-	2021: Paid In Full $1,360 2022: $1,410
Encumbrances and Expenditure	Minimum expenditure		Reporting year ends 18 July 2020: Exp In Full $27,172 / $24,000; 2021: $24,000	-	-	Reporting year ends 5 January 2021: $20,000
	Encumbrances including royalties and mortgages		Nil	Nil	Nil	1% NSR royalty payable to Gianni under AMG / MEQ&Gianni Tenement Sale Agreement
Key Details	Third party interest		Nil	Nil	Nil	Nil
	Registered holder /Applicant		Ashburton Metals Group Pty Ltd	Mining Equities Pty Ltd	Mining Equities Pty Ltd	Gianni, Peter Romeo
	Expiry Date		18/07/2023	Pending	Pending	05/01/2025
	Grant Date (Application Date)		13/03/2017 (Application) 19/07/2018 (Grant)	23/04/2020 (Application)	17/09/2020 (Application)	11/10/2018 (Application) 6/01/2020 (Grant)
	Area (block s)		24 BL	20 BL	139 BL	10 BL
	Tenement /Application		E08/2913	E08/3190	E08/3266	E09/2332
c			1.	2.	3.	4.

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Agreements and Proceedings	Proceedings		Nil		Nil	Nil	Nil
	Agreements		Wagyl Kaip & Southern Noongar Indigenous Land Use Agreement (WI2017/014) (100%)		Yued Indigenous Land Use Agreement (WI2015/009) (100%) Nil	Yued Indigenous Land Use Agreement (WI2015/009) (100%) Noongar Alternative Heritage Agreement	Ballardong People Indigenous Land Use Agreement (WI2017/012)
Native Title and Aboriginal Heritage	Aboriginal sites/Other heritage places		1 Registered Aboriginal Site 649 Calyerup (Lizard Trap)		1 Other Heritage Place 4048 WATTENING- BOLGART (Mythological)	2 Other Heritage Places 21774 Isolated Find 2/ Muchea-Walebing (Artefacts/ Scatter, Other: Isolated find) 21775 Isolated Find 3/ Muchea-Walebing (Artefacts/ Scatter, Other: Isolated find)	3 Registered Aboriginal Sites 3655 Katrine Campsite (Artefacts/ Scatter, Camp) 4045 Bolgart: Boolegin (Mythological) 15979 Avon River (Mythological, Camp, Natural Feature, Water Source) 1 Other Heritage Places 26715 Katrine Pool (Mythological, Historical, Arch Deposit)
	Native Title Cleared date		19/01/2018		Native Title is Extinguished - Freehold Land	1/12/2020	Awaiting notification
	Native Title Notification Date		23/08/2017		Native Title is Extinguishe d - Freehold Land	15/07/2020	Awaiting notification
	Native title claim / Determination				Yued WC1997/071 (WAD6192/1998) (100%) Single Noongar Claim (Area 1) (WC2003/006) (100%) Single Noongar Claim Group Compensation Claim (WP2019/001) (100%)	Yued WC1997/071 (WAD6192/1998) (100%) Single Noongar Claim (Area 1) (WC2003/006) (100%) Single Noongar Claim Group Compensation Claim (WP2019/001) (100%)	Ballardong People WC2000/007 (WAD6181/1998) (100%) Single Noongar Claim (Area 1) (WC2003/006) (100%) Single Noongar Claim Group Compensation Claim (WP2019/001) (100%)
			Southern Noongar WC1996/109 (WAD6134/1998) (100%) Wagyl Kaip WC1998/070 (WAD 6286/1998) (100%) Single Noongar Claim (Area 1) (WC2003/006) (100%) Single Noongar Claim Group Compensation Claim (WP2019/001) (100%)

Concurrent Interests	Other Land		PU N091469- Purchase Lease (0.5%) PU N093489 Purchase Lease (1.31%) PNR 30 Proposed Nature Reserve (98.2%)				R 33801 – “C” CLASS RESERVE PUBLIC RECREATION (0.19%) R 39381 – “C” CLASS RESERVE PUBLIC RECREATION (0.6%) R 41559 – “C” CLASS RESERVE PUBLIC RECREATION (0.13%) R 43077 – “C” CLASS RESERVE PUBLIC RECREATION (0.39%) Freehold Land Act – Regional Western Australia (2 Land parcels affected) (1.08%) Freehold Transfer Land Act – Regional Western Australia (53 land parcels affected) (95.37%) FNA 12873 – PROPOSED CLEARANCE FOR 2019 AVON DESCENT SECTION 91 (0.94%)
					R 9822 – “C” CLASS RESERVE PARKLANDS (<0.01%) Freehold Land Act – Regional Western Australia (7 Land parcels affected) (67.15%) Freehold Transfer Land Act – Regional Western Australia (11 Land parcels affected) (31.92%) WPZ 1039 – Wellhead Protection Zone (0.65%) WR 31 – Bolgart Water Reserve (4.59%)	R 39322 – “C” CLASS RESERVE CONSERVATION OF FLORA AND FAUNA (0.41%) Freehold Land Act- Regional Western Australia (11 Land parcels affected) (19.72%) Freehold Transfer Land Act – Regional Western Australia (19 Land parcels affected) (76.99%) FNA 10786 – PROPOSED BORROW INVESTIGATION ARAS GREAT NORTHERN HIGHWAY SECTION 16(3) CLEARANCE (0.5%) FNA 13207 – PROPOSED ROAD CLOSURE AND AMALGAMATION INTO ADJOINING LOTS ALONG GREAT NORTHERN HIGHWAY, NEW NORCIA, SHIRE OF VICTORIA PLAINS SECTION 16(3) CLEARANCE (0.17%) FNA 7850 – WIDENING OF GREAT NORTHERN HIGHWAY, NEW NORCIA TO WADDINGTON (0.01%)

	Pastoral Leases	Calyerup Creek (Kokoda Exploration Pty Ltd)	Nil	Darling Range (Ashburton Metals Group Pty Ltd)	Nil	Nil	Nil
	Mining tenements /applications		Nil		Nil	Nil	Nil
Financial	MRF levy		Nil		Nil	Nil	Nil
	Annual Rent ex-GST		2021: Paid In Full $414; 2022: $714		2021: Paid In Full $828; 2022: $846	2021: Paid in Full $1,104.00 2022: $1,128.00	-
Encumbrances and Expenditure	Minimum expenditure		Reporting year ends 21 January 2020: Exp In Full $18,495 / $15,000; 2021: $15,000		Reporting year ends 14 May 2020: Exp In Full $24,075 / $20,000; 2021: $20,000	Reporting year ends 30 November 2021: $20,000	-
	Encumbrances including royalties and mortgages		Nil		Nil	Nil	Nil
Key Details	Third party interest		Nil		Nil	Nil	Nil
	Registered holder /Applicant		Kokoda Exploration Pty Ltd		Gianni, Peter Romeo	Mining Equities Pty Ltd	Mining Equities Pty Ltd
	Expiry Date		21/01/2023		14/05/2024	30/11/2025	Pending
	Grant Date (Application Date)		20/06/2017 (Application) 22/01/2018 (Grant)		16/03/2018 (Application) 15/05/2019 (Grant)	19/12/2019 (Application) 1/12/2020 (Grant)	14/04/2020 (Application)
	Area (block s)		3 BL		6 BL	8 BL	12 BL
	Tenement /Application		E70/4998		E70/5147	E70/5329	E70/5403
c			5.		6.	7.	8.

Agreements and Proceedings	Proceedings			Fine in respect to: Forfeiture Process 572742 Non-compliance with mineral exploration reporting provisions $360.00 (paid)	WO2017/0702 (Upheld, 13/09/2018)RTN applies WO2017/0704 (13/09/2018 – RTN applies)	WO2017/0705 (Upheld 22/08/2018 – RTN applies) WO2017/0706 (Upheld 22/08/2018 – RTN applies)	WO2020/0133 (Withdrawn 05/11/2020)	WO2018/0977 (Dismissed, 23/12/2019)
	Agreements			Nil	Nil	Nil	Nil	Nil
Native Title and Aboriginal Heritage	Aboriginal sites/Other heritage places			Nil	1 Registered Aboriginal Site 14325 Palm Spring (Engraving) 1 Other Heritage Place 13912 Palm Spring (Artefacts/ Scatter, Quarry, Camp)	Nil	Nil	1 Registered Aboriginal Site 12519 Mt Ranford (Mythological, Quarry)
	Native Title Cleared date			20/09/2017	Nil	Nil	05/11/2020	23/01/2020
	Native Title Notification Date			3/05/2017	14/06/2017	14/06/2017	9/10/2019	8/08/2018
	Native title claim / Determination			Jaru WC2012/003 (WAD45/2012) (100%)	Jaru WC2012/003 (WAD45/2012) (75.59%) Koongie - Elvire WC1999/040 (WAD45/2019) (24.41%)	Jaru WC2012/003 (WAD45/2012) (94.9%) Malarngowem WC1999/044 (WAD43/2019) (5.51%)	Jaru WC2012/003 (WAD45/2012) (100%)	Purnululu WC1994/011 (WAD6007/1998) (100%)
Concurrent Interests	Other Land	FNA 14418 PROPOSED NEW A CLASS RESERVE OVER LOT 322, JILYADING DRIVE, KATRINE. SECT 16(3) CLEARANCE (<0.01%) RAIL CORRIDOR LAND AVON YARD TO TOODYAY (0.78%)		R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (2.05%) 5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (2.05%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (57.94%) R 22789 - "C" CLASS RESERVE RECREATION (9.96%) R 26407 - "C" CLASS RESERVE PUBLIC WATERING FACILITY (<0.01%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (57.94%) R 40883 - "C" CLASS RESERVE USE AND BENEFIT OF ABORIGINAL INHABITANTS (4.18%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (42.13%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (42.13%)	Nil
								R 42930 – “C" CLASS RESERVE REPEATER STATION SITE (<0.01%) FNA 11933 - ACCESS EASEMENT TO PURNULULU NATIONAL PARK SECTION 16(3) CLEARANCE (0.08%) FNA 15183 - PROPOSED ADDITION TO A CLASS RESERVE 39897, BEING PURNULULU NATIONAL PARK OR ADDITION TO R 39898, BEING PURNULULU CONSERVATION PARK, OF UCL LOTS 76, 96, 121, 128, 129 AND 130, PURNULULU. SECTION 16 (3) CLEARANCE (25.78%)

	Pastoral Leases		Ruby Plains (Sarag Pty Ltd and Fraka Investments Pty Ltd)	PL N050582 Pastoral Lease (C) Sophie Downs (97.95%)	PL N049706 Pastoral Lease (C) Elvire (22.73%) PL N050582 Pastoral Lease (C) Sophie Downs (1.16%)	PL N050018 - Pastoral Lease (C) Alice Downs (5.51%) PL N050582 - Pastoral Lease (C) Sophie Downs (52.36%)	PL N050582 - Pastoral Lease (C) Sophie Downs (100%)	PL N050285 Pastoral Lease (C) Texas Downs/Mabel Downs (74.21%)
	Mining tenements /applications			E 80/5086 Sarag Pty Ltd (10.53%) (Pending, date of lodgement 21/03/2017)	Nil	E 80/5079 Sarag Pty Ltd (3.03%) (Pending, date of lodgement 27/02/2017)	E 80/5519 Fraka Investments Pty Ltd (6.25%) (Pending, date of lodgement 09/09/2020)	Nil
Financial	MRF levy			Nil	Nil	Nil	Nil	Nil
	Annual Rent ex-GST			2021: Paid in Full $4,522.00 2022: $4,522	-	-	2021: Paid in Full $2,208.00 2022: $2,256.00	2021: Paid In Full $2,144; 2022: $2,256
Encumbrances and Expenditure	Minimum expenditure			Reporting year ends 21 September 2020: Exp In Full $20,219 / $20,000; 2021: $30,000	-	-	Reporting year ends 10 November 2021: $20,000	Reporting year ends 5 February 2021: $20,000
	Encumbrances including royalties and mortgages			Nil	Nil	Nil	Nil	Nil
Key Details	Third party interest			Nil	Nil	Nil	Nil	Nil
	Registered holder /Applicant			Sarag Pty Ltd	Sarag Pty Ltd	Sarag Pty Ltd	Mining Equities Pty Ltd	Fraka Investments Pty Ltd
	Expiry Date			21/09/2022	Pending	Pending	10/11/2025	5/02/2025
	Grant Date (Application Date)			27/02/2017 (Application) 22/09/2017 (Grant)	21/03/2017 (Application)	21/03/2017 (Application)	15/08/2019 (Application) 11/11/2020 (Grant)	20/06/2018 (Application) 06/02/2020 (Grant)
	Area (block s)			19 BL	79 BL	66 BL	16 BL	16 BL
	Tenement /Application			E80/5079	E80/5085	E80/5086	E80/5409	E80/5232
c				9.	10.	11.	12.	13.

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Agreements and Proceedings	Proceedings		WO2020/0514 (Withdrawn 05/11/2020) WO2020/0515 (Withdrawn 05/11/2020)	Nil	WO2013/1008 (Withdrawn, 02/09/2014)
	Agreements		Nil	Nil	Nil
Native Title and Aboriginal Heritage	Aboriginal sites/Other heritage places		Nil	Nil	Nil
	Native Title Cleared date		05/11/2020	Awaiting notification	02/09/2014
	Native Title Notification Date		26/02/2020	Awaiting notification	11/09/2013
	Native title claim / Determination		Jaru WC2012/003 (WAD45/2019) (92.43%) Koongie - Elvire WC1999/040 (WAD45/2019) (7.57%)	Jaru WC2012/003 (WAD45/2012) (100%)	Jaru WC2012/003 (WAD45/2012) (100%)
Concurrent Interests	Other Land		5HR 28538 – 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (1.3%) R 22789 - "C" CLASS RESERVE RECREATION (0.82%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (1.3%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (12.95%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (12.95%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (69.11%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (69.11%)
		150 Pastoral Lease Exclusion Area (2015) (25.79%) 151 Pastoral Lease Exclusion Area (2015) (<0.01%) 195 Pastoral Lease Exclusion Area (2015) (<0.01%)

	Pastoral Leases		PL N049706 Pastoral Lease (C) Elvire - Aboriginal Corporation (7.57%) PL N049918 - Pastoral Lease (C) Ruby Plains (90.31%)	PL N050582 - Pastoral Lease (C) Sophie Downs (86.92%)	PL N049837 - Pastoral Lease (C) Nicholson (30.89%)
	Mining tenements /applications			E 80/5409 Mining Equities Pty Ltd (1.54%) (Pending, date of lodgement 15/08/2019) E 80/5442 Mining Equities Pty Ltd (3.08%) (Pending, date of lodgement 09/12/2019)	Nil
Financial	MRF levy		Nil	Nil	Nil
	Annual Rent ex-GST		2021: Paid in Full $3,588.00 2022: $3,666.00	-	-
Encumbrances and Expenditure	Minimum expenditure		Reporting year ends 10 November 2021: $26,000	-	-
	Encumbrances including royalties and mortgages		Nil	Nil	Nil
Key Details	Third party interest		Nil	Nil	Nil
	Registered holder /Applicant		Mining Equities Pty Ltd	Fraka Investments Pty Ltd	Fraka Investments Pty Ltd
	Expiry Date		10/11/2025	Pending	Pending
	Grant Date (Application Date)		16/08/2019 (Application) 11/11/2020 (Grant)	09/09/2020 (Application)	28/01/2011 (Application)
	Area (block s)		26 BL	65 BL	26 BL
	Tenement /Application		E80/5411	E80/5519	E80/4569
c			14.	15.	16.

==> picture [44 x 73] intentionally omitted <==

Agreements and Proceedings	Proceedings	Nil	Nil	Nil	Nil		WO2018/0867 (Withdrawn, 29/08/2019) WO2018/0868 (Withdrawn, 08/07/2019)
	Agreements	Nil	Nil	Nil	Nil		Nil
Native Title and Aboriginal Heritage	Aboriginal sites/Other heritage places	Nil	Nil	Nil	Nil		3 Registered Aboriginal Sites 13125 Layawarm (Mythological) 15146 Nungiwarll (Mythological, Painting) 15152 NGANJUWARRM – Dunham River (Artefacts / Scatter, Ceremonial, Engraving, Modified Tree, Mythological, Painting, Quarry, Repository/ Cache, Ochre)
	Native Title Cleared date	Awaiting notification	Awaiting notification	Awaiting notification	Awaiting notification		29/08/2019
	Native Title Notification Date	Awaiting notification	Awaiting notification	Awaiting notification	Awaiting notification		11/07/2018
	Native title claim / Determination	Jaru WC2012/003 (WAD45/2012) (100%)	Jaru WC2012/003 (WAD45/2012) (100%)	Jaru WC2012/003 (WAD45/2012) (100%)	Jaru WC2012/003 (WAD45/2012) (92.9%) Purnululu WC1994/011 (WAD6007/1988) (7.1%)		Yurriyangem Taam WC2010/013 (WAD 268/2010) (58.22%) Wanjina - Wunggurr WCD2004/001 (WAD6006/2002) (6.61%)
Concurrent Interests	Other Land	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (98.91%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (98.91%) R 40467 - "C" CLASS RESERVE USE AND BENEFIT OF ABORIGINAL INHABITANTS (0.2%) R 43122 - "C" CLASS RESERVE AERIAL LANDING GROUND (0.89%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (99.1%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (99.1%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (63.1%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (63.1%) R 40447 - "C" CLASS RESERVE USE AND BENEFIT OF ABORIGINAL INHABITANTS (0.33%)	5HR 28538 - 5(1)(H) RESERVE - REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (99.98%) R 28538 - "C" CLASS RESERVE REGENERATION OF ERODED AREAS IN ORD RIVER DAM CATCHMENT AREA (99.98%) R 43122 – “C" CLASS RESERVE AERIAL LANDING GROUND (0.02%)		GE L387707 - General Lease (P) Check Purpose (0.38%) FNA 13247 - PROPOSED LAA S.91 LICENCE FOR ACCESS OVER THE ENTIRE LEASE AND 'GLAMPING SITES' FOR PASTORAL LEASE N050404 (EL QUESTRO), SHIRE OF WYNDHAM - EAST KIMBERLEY (6.61%) FNA 9003 - SECTION 91 LICENCE - PORTION OF DOON PASTORAL LEASE 3114/953 (64.88%)
	Pastoral Leases	Nil	Nil	PL N049837 - Pastoral Lease (C) Nicholson (36.4%)	Nil	Speewah (Gold Valley Iron and Manganese Pty Ltd)	PL N049571- Pastoral Lease (C) Doon Doon - Aboriginal Corporation (93.01%) PL N050404 - Pastoral Lease (C) El Questro (6.61%)
	Mining tenements /applications	Nil	E 80/5280 Fraka Investments Pty Ltd (1.16%) (Pending, date of lodgement 10/10/2018)	E 80/5247 Fraka Investments Pty Ltd (0.72%) (Pending, date of lodgement 20/06/2018)	Nil		Nil
Financial	MRF levy	Nil	Nil	Nil	Nil		Nil
	Annual Rent ex-GST	-	-	-	-		2020: Paid In Full $10,854; 2021: $11,421
Encumbrances and Expenditure	Minimum expenditure	-	-	-	-		Reporting year ends 29 October 2020: $81,000
	Encumbrances including royalties and mortgages	Nil	Nil	Nil	Nil		Nil
Key Details	Third party interest	Nil	Nil	Nil	Nil		Nil
	Registered holder /Applicant	Fraka Investments Pty Ltd	Fraka Investments Pty Ltd	Fraka Investments Pty Ltd	Fraka Investments Pty Ltd		Gold Valley Iron and Manganese Pty Ltd
	Expiry Date	Pending	Pending	Pending	Pending		29/10/2024
	Grant Date (Application Date)	25/02/2011 (Application)	20/06/2018 (Application)	10/10/2018 (Application)	10/10/2018 (Application)		11/04/2018 (Application) 30/10/2019 (Grant)
	Area (block s)	18 BL	86 BL	139 BL	73 BL		81 BL
	Tenement /Application	E80/4586	E80/5247	E80/5280	E80/5281		E80/5216
c		17.	18.	19.	20.		21.

==> picture [44 x 73] intentionally omitted <==

Agreements and Proceedings	Proceedings	WO2020/0319 (Objection received 6/04/2020) Objection by Speewah Mining Pty Ltd (Wardens Decision made on 08/11/2019)
	Agreements	King River Access Agreement and Deed of Covenant
Native Title and Aboriginal Heritage	Aboriginal sites/Other heritage places	6 Registered Aboriginal Sites 13126 Dingo Hole (Mythological) 13127 Banjo Hole 13128 Galarun (Mythological) 13129 Birindilinba (Mythological) 15143 Larriwan (Artefacts/ Scatter, Grinding Patches/ Grooves, Mythological, Painting, Repository/ Cache) 15146 Nungiwarll (Mythological, Painting)
	Native Title Cleared date	Nil
	Native Title Notification Date	4/12/2019
	Native title claim / Determination	Yurriyangem Taam WC2010/013 (WAD268/2010) (54.08%)
Concurrent Interests	Other Land	396 467 - Historical Pastoral Lease (C)(31.7%) FNA 9003 - SECTION 91 LICENCE - PORTION OF DOON DOON PASTORAL LEASE 3114/953 (100%)
	Pastoral Leases	PL N049571 Pastoral Lease (C) Doon Doon – Aboriginal Corporation (100%)
	Mining tenements /applications	L 80/43 Speewah Mining Pty Ltd (2.49%) (Live, date of lodgement 18/12/2003)
Financial	MRF levy	Nil
	Annual Rent ex-GST	-
Encumbrances and Expenditure	Minimum expenditure	-
	Encumbrances including royalties and mortgages	Nil
Key Details	Third party interest	Nil
	Registered holder /Applicant	Gold Valley Iron and Manganese Pty Ltd
	Expiry Date	Pending
	Grant Date (Application Date)	11/04/2018 (Application)
	Area (block s)	79 BL
	Tenement /Application	E80/5217
c		22.

==> picture [44 x 73] intentionally omitted <==

SCHEDULE 4: NON-STANDARD TENEMENT CONDITIONS	Non-Standard Tenement Conditions	Ashburton	Condition 6- No interference with the use of the Aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from the natural surface. Condition 7- No exploration activities being carried out on Watering Place for Travellers and Stock Reserve 1886 which restrict the use of the reserve.	Condition 6- In respect of the area covered by the licence, the licensee, if so requested in writing by the Woodgoomungooh Aboriginal Corporation RNTBC the registered native title body corporate in respect of the Combined Thiin Mah, Warriyangka, Tharrkari and Jiwarli People, determination areas (the "native title party"), such request being sent by pre-paid post to reach the licensee's or agent's address not more than ninety days after the grant of this licence, shall within thirty days of the request execute in favour of the native title party any Regional Standard Heritage Agreement ("RSHA") nominated by the native title party, the RSHA being any of the agreements described as the Yamatji Marlpa Aboriginal Corporation (Geraldton and Pilbara) Agreement, the Goldfields Land and Sea Council Agreement, and the South West Land and Sea Council Agreement on the website of the Department administering the Mining Act 1978 (WA) under the heading "Regional Standard Heritage Agreement”.	Calyerup Creek	Condition 7- In respect of the grant to the Licensee of this Licence, the Native Title Group's consent pursuant to clause 18 of Schedule 10 of the Wagyl Kaip Southern Noongar People Indigenous Land Use Agreement(s) (relevant ILUA) to such grant is, as a condition precedent, subject to the Minister for Mines and Petroleum imposing the following condition: As the Wagyl Kaip Southern Noongar People ILUA (relevant ILUA) applies to this Exploration Licence, the Licensee must before exercising any of the rights, powers or duties pursuant to this Exploration Licence over that portion of the area of land the subject of the relevant ILUA: (i) subject to paragraph (ii), execute and enter into in respect of this Exploration Licence an Aboriginal Heritage Agreement (as defined
	Tenement /Application		E 08/2913	E 09/2332		E 70/4998
			23.	24.		25.

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Non-Standard Tenement Conditions

in the relevant ILUA) with the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA on
terms and conditions agreed by the Licensee and the Native Title Agreement Group or Regional Corporation (as the case may be) for
the relevant ILUA (the Parties) or, failing such agreement being reached between the Parties within 20 Business Days of the
commencement of negotiations, execute and enter into a NSHA subject only to any necessary modifications in terminology required for
the tenure;
(ii) where:
A. the Parties have been unable to reach agreement on the terms and conditions of an Aboriginal Heritage Agreement under
paragraph (i); and
B. the Licensee executes a NSHA (subject only to any necessary modifications in terminology required for the tenure); and
C. the Licensee provides a copy of the NSHA to the Native Title Agreement Group or Regional Corporation (as the case
requires) for the relevant ILUA for execution;
if the Native Title Agreement Group or Regional Corporation (as the case requires) does not execute the NSHA and provide a copy of
the executed NSHA to the Licensee within 20 Business Days of receipt of the NSHA, the requirements of paragraph (i) do not apply;
and
(iii) provide to the Department of Mines and Petroleum a statutory declaration from the Licensee (or if the Licensee is a corporation,
from a director of that corporation on its behalf)] in the form contained in Annexure U to the Settlement Terms (as defined in the
relevant ILUA), as evidence that the Licensee has complied with the requirements of paragraph (i) of this condition or that paragraph
(ii) of this condition applies."

Tenement
/Application

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Non-Standard Tenement Conditions	Darling Range	Condition 5- Access to the surface of land within Bolgart Townsite for mining purposes being subject to the approval of the local Authority or relevant reserve vestees, and mining activities within the first 100 metres below the surface of the land being limited to such exploration activities as may be approved by the Executive Director, Resource and Environmental Compliance, DMIRS. Consent to mine on Water Reserve 31 granted. Condition 6- No mining on Wellhead Protection Zone 1039 located within the subject mining tenement boundaries without first obtaining the written consent of the Minister responsible for Mining Act 1978. In respect of the grant to the Licensee of this Licence , the Native Title Group's consent pursuant to clause 18 of Schedule 10 of the Yued People Indigenous Land Use Agreement(s) (relevant ILUA) to such grant is, as a condition precedent, subject to the Minister for Mines, Industry Regulation and Safety (DMIRS) imposing the following condition: Condition 7- As the Yued People ILUA (relevant ILUA) applies to this Exploration Licence , the Licensee must before exercising any of the rights, powers or duties pursuant to this Exploration Licence over that portion of the area of land the subject of the relevant ILUA: (i) subject to paragraph (ii), execute and enter into in respect of this Exploration Licence an Aboriginal Heritage Agreement (as defined in the relevant ILUA) with the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA on terms and conditions agreed by the Licensee and the Native Title Agreement Group or Regional Corporation (as the case may be) for the relevant ILUA (the Parties) or, failing such agreement being reached between the Parties within 20 Business Days of the commencement of negotiations, execute and enter into a NSHA subject only to any necessary modifications in terminology required for the tenure; (ii) where: A. the Parties have been unable to reach agreement on the terms and conditions of an Aboriginal Heritage Agreement under paragraph (i); and B. the Licensee executes a NSHA (subject only to any necessary modifications in terminology required for the tenure); and C. The Licensee provides a copy of the NSHA to the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA for execution;
Tenement /Application		E 70/5147
		26.

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Non-Standard Tenement Conditions	if the Native Title Agreement Group or Regional Corporation (as the case requires) does not execute the NSHA and provide a copy of the executed NSHA to the Licensee within 20 Business Days of receipt of the NSHA, the requirements of paragraph (i) do not apply; and (iii) provide to the Department of Mines, Industry Regulation and Safety (DMIRS) a statutory declaration from the Licensee (or if the Licensee is a corporation, from a director of that corporation on its behalf)] in the form contained in Annexure U to the Settlement Terms (as defined in the relevant ILUA), as evidence that the Licensee has complied with the requirements of paragraph (i) of this condition or that paragraph (ii) of this condition applies."	Condition 4– The prior written consent of the Minister must be obtained before commencing any exploration activities on Conservation of Flora and Fauna Reserve 39322 . Condition 6- No excavation, excepting shafts, approaching closer to the Great Northern Highway, Highway verge or the road reserve then a distance equal to twice the depth of the excavation; and mining on the Great Northern Highway, Highway verge being confined to below a depth of 30 metres from the natural surface, and on any other road reserve to below a depth of 15 metres from the natural surface. In respect of the grant to the Licensee of this Licence , the Native Title Group's consent pursuant to clause 18 of Schedule 10 of the Yued People Indigenous Land Use Agreement(s) (relevant ILUA) to such grant is, as a condition precedent, subject to the Minister for Mines, Industry Regulation and Safety (DMIRS) imposing the following condition: Condition 7- As the Yued People ILUA (relevant ILUA) applies to this Exploration Licence , the Licensee must before exercising any of the rights, powers or duties pursuant to this Exploration Licence over that portion of the area of land the subject of the relevant ILUA: (i) subject to paragraph (ii), execute and enter into in respect of this Exploration Licence an Aboriginal Heritage Agreement (as defined in the relevant ILUA) with the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA on terms and conditions agreed by the Licensee and the Native Title Agreement Group or Regional Corporation (as the case may be) for the relevant ILUA (the Parties) or, failing such agreement being reached between the Parties within 20 Business Days of the commencement of negotiations, execute and enter into a NSHA subject only to any necessary modifications in terminology required for the tenure;
Tenement /Application		E70/5329
		27.

==> picture [44 x 73] intentionally omitted <==

Non-Standard Tenement Conditions	(ii) where: A. the Parties have been unable to reach agreement on the terms and conditions of an Aboriginal Heritage Agreement under paragraph (i); and B. the Licensee executes a NSHA (subject only to any necessary modifications in terminology required for the tenure); and C. The Licensee provides a copy of the NSHA to the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA for execution; if the Native Title Agreement Group or Regional Corporation (as the case requires) does not execute the NSHA and provide a copy of the executed NSHA to the Licensee within 20 Business Days of receipt of the NSHA, the requirements of paragraph (i) do not apply; and (iii) provide to the Department of Mines, Industry Regulation and Safety (DMIRS) a statutory declaration from the Licensee (or if the Licensee is a corporation, from a director of that corporation on its behalf)] in the form contained in Annexure U to the Settlement Terms (as defined in the relevant ILUA), as evidence that the Licensee has complied with the requirements of paragraph (i) of this condition or that paragraph (ii) of this condition applies."	Ruby Plains	Condition 6– The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Regeneration of Eroded Areas in Ord River Dam Catchment Area Reserve 28538.	Condition 6– The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Regeneration of Eroded Areas in Ord River Dam Catchment Area Reserve 28538.	Copper Flats	Condition 6- No interference with Geodetic Survey Station S 46 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
Tenement /Application			E 80/5079	E80/5411		E 80/5232
			28.	29.		30.

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Non-Standard Tenement Conditions	Condition 7- Mining within a radius of 150 metres of any Australian Telecommunications Commission microwave repeater station being confined to below a depth of 60 metres from the natural surface. Condition 8- No interference with the Australian Telecommunications Commission microwave repeater station ray-line. Condition 9- The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Repeater Station Site Reserve 42930. Condition 10- No exploration activities being carried out on the access easement to Purnululu National Park, designated in Tengraph as FNA 11933, which restricts the use of the easement. Condition 11- In respect of the area covered by the licence the licensee, if so requested in writing by Purnululu, the native title applicants in Federal Court application No. WAD6007/1998 (the "native title party"), such request being sent by pre-paid post to reach the licensee's or agent's address not more than ninety days after the grant of this licence, shall within thirty days of the request execute in favour of the native title party any Regional Standard Heritage Agreement ("RSHA") nominated by the native title party, the RSHA being any of the agreements described as the Yamatji Marlpa Aboriginal Corporation (Geraldton and Pilbara) Agreement, the Goldfields Land and Sea Council Agreement, and the South West Land and Sea Council Agreement on the website of the Department administering the Mining Act 1978 (WA) under the heading "Regional Standard Heritage Agreement".	Speewah (Gold Valley Iron and Manganese Pty Ltd)	Condition 6- No interference with Geodetic Survey Station CN 7 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
Tenement /Application			E 80/5216
			31.

11. MATERIAL CONTRACTS

11.1 Tenement Sale Agreements

Worthy Exploration Pty Ltd has entered into the following agreements to acquire the Tenements:

(a) a tenement sale agreement with Ashburton Metals Group Pty Ltd ( Ashburton Tenement Sale Agreement );
(b) a tenement sale agreement with Sarag Pty Ltd ( Sarag Tenement Sale Agreement ); (c) a tenement sale agreement with Kokoda Exploration Pty Ltd ( Kokoda Tenement Sale Agreement );
(d) a tenement sale agreement with Fraka Investments Pty Ltd ( Fraka Tenement Sale Agreement ); and
(e) a tenement sale agreement with Gold Valley Iron and Manganese Pty Ltd ( Gold Valley Tenement Sale Agreement ),

(together the Tenement Sale Agreements ).

At the date of this Prospectus, the Tenement Sale Agreements are subject to the following outstanding conditions:

(f) the Company being granted conditional approval from the ASX for admission of the Company to the official list of the ASX;
(g) the Directors passing all necessary resolutions in connection with the Tenement Sale Agreements; and
(h) each Vendor entering into a restriction agreement in respect of the Vendor Consideration.

Pursuant to the terms of the Tenement Sale Agreements, the Vendors will receive the following consideration:

Vendor	Vendor Consideration	Cash Consideration
Ashburton Metals Group Pty Ltd	9,600,000 Shares with a deemed issue price of $0.20.	(i) $25,000 and (ii) cash consideration equal to the reimbursement of expenditure incurred in connection with the relevant Tenements, capped at $79,363.
Sarag Pty Ltd	3,200,000 Shares with a deemed issue price of $0.20.	$41,279.05
Kokoda Exploration Pty Ltd	1,200,000 Shares with a deemed issue price of $0.20.	$3,233.85
Fraka Investments Pty Ltd	2,850,000 Shares with a deemed issue price of $0.20.	$65,953.40

MAMBA EXPLORATION LTD PROSPECTUS 196

Vendor	Vendor Consideration	Cash Consideration
Gold Valley Iron and Manganese Pty Ltd	800,000 Shares with a deemed issue price of $0.20.	$24,164

Under the Ashburton Tenement Sale Agreement, Worthy has provided a covenant in favour of Mr Peter Romeo Gianni to assume the obligations of Ashburton Metals Group Pty Ltd in respect to the payment of a 1% net smelter return royalty payable by Ashburton Metals Group Pty Ltd on all minerals mined form the land subject to E08/2332.

Worthy Exploration Pty Ltd has also entered into a deed of covenant with Gold Valley Iron and Manganese Pty Ltd pursuant to which Gold Valley assigns all of Gold Valley’s rights arising under the access agreement dated 27 September 2019 between Gold Valley and Speewah Mining Pty Ltd to Worthy and Worthy covenants in favour of the Worthy and Speewah Mining Pty Ltd to observe, comply with and be bound by the all of Gold Valley’s obligations arising under the access agreement on and from completion (being completion of the Gold Valley Tenement Sale Agreement).

11.2 Executive Services Agreement

The Company has entered into an executive services agreement with Michael Dunbar in respect to his employment as the Managing Director and Chief Executive Officer of the Company ( Executive Service Agreement ). The principal terms of the Executive Service Agreement are as follows:

(a) Michael Dunbar will receive an annual salary of A$250,000 (exclusive superannuation) reviewed annually;
(b) the Company may terminate the agreement:
(i) without reason by giving 6 months written notice;
(ii) by giving not less than 6 months written notice if at any time Mr Dunbar becomes incapacitated or unsound of mind;
(iii) by giving not less than 3 months written notice if at any time Mr Dunbar:
- (A) commits a serious breach of the agreement;
- (B) is found incompetent for his role in the opinion of the Board;
- (C) commits gross misconduct; or
- (D) refuses to comply with any lawful reasonable direction given by the Company;
(iv) summarily without notice if at any time Mr Dunbar:
- (A) is convicted of any major criminal offence;
- (B) materially breaches the Company internet use policy or email policy; or
- (C) communicates or misuses price sensitive information.
(c) The Company may elect to pay Mr Dunbar an amount equal to the salary payable for the relevant notice period above. Mr Dunbar will also be entitled to payment in lieu of any annual leave accrued but not taken.

11.3 Non-Executive Director Appointment Letters

The Company has entered into non-executive director appointment letters with each of Justin Boylson and Simon Andrew on the following key terms:

(a) Justin Boylson will receive an annual remuneration of A$55,000 (exclusive of superannuation);

MAMBA EXPLORATION LTD PROSPECTUS 197

(b) Simon Andrew will receive an annual remuneration of A$45,000 (exclusive of superannuation); and
(c) The respective appointments shall cease if the non-executive director:
(i) resigns;
(ii) is disqualified under the Corporations Act or the Constitution from being a company director; or
(iii) is removed as a director in accordance with the Corporations Act or the Constitution.

11.4 Deeds of Indemnity

The Company has entered into standard deeds of indemnity, access and insurance with each of the Directors. Pursuant to those deeds, the Company has undertaken, consistent with the Corporations Act, to indemnify each Director in certain circumstances and to maintain directors’ and officers’ insurance cover in favour of the Director during the period of their appointment and for seven years after the Director has ceased to be a Director. The Company has further undertaken with each Director to maintain a complete set of the Company’s board papers and to make them available to the Director for seven years after the Director has ceased to be a Director.

MAMBA EXPLORATION LTD PROSPECTUS 198

12. ADDITIONAL INFORMATION

12.1 Incorporation

The Company was incorporated under the Corporations Act and deemed registered in Western Australia as a public company limited by shares on 23 September 2020.

12.2 Balance Date

The accounts for the Company will be made up to 30 June annually.

12.3 Rights attaching to Shares

A summary of the rights attaching to the Shares under the Offer is detailed below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to the Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meetings

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

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

(b) Voting rights

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

(i) each Shareholder entitled to vote may vote in person or by proxy or attorney;
(ii) on a show of hands, every person present who is a Shareholder or a representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

(c)

Dividend rights

The Directors may fix the amount, the time for payment and the method of payment of a dividend. Subject to any special rights attaching to shares (such as preference shares), the method of payment of a Dividend may include any or all of the payment of cash, the issue of Shares or other securities, the grant of options and the transfer of assets. The Company is not required to pay any interest on dividends.

MAMBA EXPLORATION LTD PROSPECTUS 199

(d) Winding-up

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

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

(e)

Shareholder liability

As the Shares to be issued under the Offers contained in this Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

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

(g) Variation of rights

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

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of 75% of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least 75% of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

12.4 Rights attached to Options

(a) Entitlement

Each Option entitles the holder ( Holder ) to subscribe for one Share in the Company upon exercise.

(b) Exercise Price and Option Expiry Date

Each Option shall have an exercise price of A$0.25 ( Exercise Price ) and shall expire three years from the date of issue ( Option Expiry Date ).

(c) Vesting Conditions

The Options are not subject to any vesting condition.

MAMBA EXPLORATION LTD PROSPECTUS 200

(d) Exercise Period

The Options will only vest and entitle the Holder to exercise the Option and be issued Shares if the applicable Vesting Conditions (if any) are satisfied prior to the Option Expiry Date ( Option Exercise Period ).

(e) Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) 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.

(f)

Cashless Exercise of Options

(i) Subject to Section (f)(ii), the Holder may elect to pay the Exercise Price for each Option by setting off the total Exercise Price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.
(ii) If the Holder elects to use the Cashless Exercise Facility, the Holder will only be issued that number of Shares (rounded down to the nearest whole number) as is equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise calculated in accordance with the following formula:

S = O x (MSP - EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Options O = Number the Options being exercised

MSP = Market value of the Shares calculated using the volume weighted average of the Shares on ASX for the 5 trading days immediately prior to (and excluding) the date of the Notice of Exercise EP = Exercise Price

(iii) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with Section f(b)) is zero or negative, then a Holder will not be entitled to use the Cashless Exercise Facility.

(g)

Shares issued on exercise

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

Quotation of Shares on exercise

Application will be made by the Company to ASX (or, if the Company is no longer listed on ASX, to the securities exchange on which the Company’s shares are admitted for quotation) for official quotation of the Shares issued upon the exercise of the Options.

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

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Within 5 Business Days after the later of the following:

(i) receipt of a Notice of Exercise given in accordance with these terms and conditions for each Option being exercised; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a Notice of Exercise as set out in Section (i)(i) above,

the Company will:

(iii) allot and issue the Shares pursuant to the exercise of the Options;
(iv) as soon as reasonably practicable:
(A) and in any event within 5 business days after issuing the Shares, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; or
(B) lodge a prospectus with ASIC that qualifies the Shares issued upon exercise of the Options for resale under section 708A(11) of the Corporations Act (which, if a notice is not lodged under paragraph i above, must be lodged with ASIC within 15 business days after issuing the Shares); and
(v) apply for, and use best endeavours to obtain, official quotation on ASX (or, if the Company is no longer listed on ASX, to the securities exchange on which the Company’s shares are admitted for quotation) of Shares issued pursuant to the exercise of the Options,

provided that if the Company receives a Notice of Exercise within 2 weeks after the release of its annual financial statements or after the release of its half-year financial statements, it must take the actions set out in Sections (iii) to (v) above within 5 Business Days after receiving the Notice of Exercise.

(j)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the Holders the opportunity to exercise their Options 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):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if Options held by the Holder had been exercised before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(l) Adjustments for reorganisation

MAMBA EXPLORATION LTD PROSPECTUS 202

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

(m) Quotation of Options

No application for quotation of the Options will be made by the Company.

(n)

Options Transferable

The Options are not transferable.

(o) Dividend and Voting Rights

There are no voting or dividend rights inherent in the Options and Holders will not be entitled to receive any dividends or participate in any Shareholder meetings unless Shares are issued pursuant to the exercise of the Options.

Winding up

If the Company is wound up prior to the Options being exercised into Shares then the Options do not entitle the Holders to any:

(i) right to be paid cash for the Options; or
(ii) right to participate in surplus assets or profits of the Company upon a winding up.

(q)

Return of Capital

The Options do not confer on the Holders any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

Authorisation

The Company represents and warrants to the Holder that the Options are validly issued and create an obligation on the Company to issue Shares upon exercise of the Options.

(s) Amendments

The terms and conditions of the Options may only be amended subject to compliance with the ASX Listing Rules (or the rules of the relevant securities exchange on which the Company’s shares are admitted for quotation), including any requisite shareholder approval or consent from ASX.

(t) Lodgement Instructions

The Exercise Price may be paid by cheque or electronic funds transfer to an account nominated by the Company. 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.

12.5 Rights attaching to Lead Manager Options

(a) Entitlement

Each Lead Manager Option entitles the holder ( Holder ) to subscribe for one Share upon exercise.

(b) Exercise Price and Expiry Date

MAMBA EXPLORATION LTD PROSPECTUS 203

Each Lead Manager Option shall have an exercise price of A$0.25 ( Exercise Price ) and shall expire three years from the date of admission of the Company to the Official List of the ASX ( Expiry Date ).

(c)

Vesting Condition

The Lead Manager Options are subject to a vesting condition of the Company being admitted to the Officer List of the ASX and successful completion of the Offer.

(d)

Exercise Period

The Lead Manager Options will only vest and entitle the Holder to exercise the Lead Manager Options and be issued Shares if the applicable Vesting Condition is satisfied prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

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

(f)

Shares issued on exercise

Shares issued on exercise of the Lead Manager Option rank equally with the existing Shares.

(g)

Quotation of Shares on exercise

(h)

Timing of issue of Shares and quotation of Shares on exercise

Within 5 Business Days after the later of the following:

(i) receipt of a Notice of Exercise given in accordance with these terms and conditions for each Lead Manager Option being exercised; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a Notice of Exercise as set out in Section (h)(i) above,

the Company will:

(iii) allot and issue the Shares pursuant to the exercise of the Lead Manager Options; and
(iv) apply for, and use best endeavours to obtain, official quotation on ASX (or, if the Company is no longer listed on ASX, to the securities exchange on which the Company’s shares are admitted for quotation) of Shares issued pursuant to the exercise of the Lead Manager Options,

(i) Participation in new issues

MAMBA EXPLORATION LTD PROSPECTUS 204

There are no participation rights or entitlements inherent in the Lead Manager Options and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Lead Manager Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the Holders the opportunity to exercise their Lead Manager Options prior to the date for determining entitlements to participate in any such issue.

(j)

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):

(i) the number of Shares which must be issued on the exercise of an Lead Manager Option will be increased by the number of Shares which the Holder would have received if Lead Manager Options held by the Holder had been exercised before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(k)

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holders of Lead Manager Options may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

(l)

Quotation of Lead Manager Options

No application for quotation of the Lead Manager Options will be made by the Company.

(m)

Lead Manager Options Transferable

The Lead Manager Options are not transferable.

Dividend and Voting Rights

There are no voting or dividend rights inherent in the Lead Manager Options and Holders will not be entitled to receive any dividends or participate in any Shareholder meetings unless Shares are issued pursuant to the exercise of the Lead Manager Options.

Winding up

If the Company is wound up prior to the Lead Manager Options being exercised into Shares then the Lead Manager Options do not entitle the Holders to any:

(i) right to be paid cash for the Lead Manager Options; or
(ii) right to participate in surplus assets or profits of the Company upon a winding up.
(p)

Return of Capital

The Lead Manager Options do not confer on the Holders any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(q) Authorisation

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The Company represents and warrants to the Holder that the Lead Manager Options are validly issued and create an obligation on the Company to issue Shares upon exercise of the Lead Manager Options.

(r) Amendments

The terms and conditions of the Lead Manager Options may only be amended subject to compliance with the ASX Listing Rules (or the rules of the relevant securities exchange on which the Company’s shares are admitted for quotation), including any requisite shareholder approval or consent from ASX.

(s) Lodgement Instructions

The Exercise Price may be paid by cheque or electronic funds transfer to an account nominated by the Company. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Lead Manager Options with the appropriate remittance should be lodged at the Company's share registry.

12.6 Equity Incentive Plan

The Company has established an Equity Incentive Plan ( Plan ). A summary of the material terms and conditions of the Plan are detailed below. A copy of the Employee Incentive Plan can be obtained by contacting the Company.

(a) Eligible Employees

The eligible participants ( Participants ) under the Plan are Directors and Employees who are declared by the Board in its sole and absolute discretion to be eligible to receive grants of Shares, Options or Performance Rights under the Plan; or any other person who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Options or Performance Rights under the Plan. For the purposes of the Plan, "Employee" means an employee or other consultant or contractor of the Company, or any member of the Group.

In accordance with the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan and be granted Shares, Options or Performance Rights.

(b) Limits on Entitlement

An Offer of Shares, Options or Performance Rights may only be made under the Plan if the number of Shares that may be acquired on exercise of the Options or Performance Rights when aggregated with the number of Shares issuable if each outstanding Option and Performance Rights were exercised and the number of Shares issued pursuant to the Plan or any other Group employee incentive scheme during the previous 3 years does not exceed 5% of the total number of Shares on issue at the time of the proposed issue.

The maximum allocation and allocated pool may be increased by Board resolution, provided such an increase complies with the Listing Rules.

(c)

Entitlement

The holder of an Option or Performance Right will be entitled to 1 Share per Option or Performance Right, subject to the satisfaction the vesting conditions and payment of the exercise price.

(d) Individual Limits

The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.

MAMBA EXPLORATION LTD PROSPECTUS 206

(e) Offer and Conditions

An Offer must be set out in an Offer Letter delivered to an Eligible Employee. The Offer Letter may specify (as determined by the Board):

(i) the number of Shares, Options or Performance Rights;
(ii) the conditions on the Offer (Offer Conditions);
(iii) the grant date;
(iv) the fee payable by the Eligible Employee on the grant of Options or Performance Rights (if any);
(v) the performance criteria (if any);
(vi) the vesting conditions (if any);
(vii) the exercise price (if any);
(viii) the exercise period (if applicable);
(ix) the period in which the performance criteria must be satisfied (if applicable); and
(x) the expiry date and term (if applicable).

(f)

Consideration Payable

Shares, Options and Performance Rights will be issued for nil consideration.

Cashless Exercise

Under the Plan, a Participant may elect to pay the exercise price for each Option by setting off the total exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the exercise price has been set off.

(h) Lapse of Options and Performance Rights

Subject to the Board's discretion, Options and Performance Rights shall automatically be cancelled for no consideration where:

(i) the Participant ceases to hold employment or office with the Company or Group member (except where the Participant is a Good Leaver);
(ii) the Participant is determined to have engaged in Fraudulent or Dishonest Conduct (described below);
(iii) the applicable performance criteria and/or vesting conditions are not achieved by the relevant time;
(iv) the Board determines, in its reasonable opinion, that the applicable performance criteria and/or vesting conditions have not been met or cannot be met within the relevant time;
(v) the expiry date has passed;
(vi) the Board determines that the Participant has brought the Group into disrepute or acted contrary to the interest of the Company or Group;

MAMBA EXPLORATION LTD PROSPECTUS 207

(vii) the Participant has elected to surrender the Performance Rights or Options; and
(viii) the Offer Letter provides for the cancellation of the Performance Rights or Options in any other circumstances.

(i)

Good Leaver

A Good Leaver is a Participant who ceases employment or office with the Company or a Group Member and is determined by the Board to be a Good Leaver. Where a Participant who holds Employee Incentives becomes a Good Leaver:

(i) all vested Options which have not been exercised will continue in force and remain exercisable for 90 days after the date the Participant becomes a Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Employee Incentives will lapse; and
(ii) the Board may in its discretion permit unvested Employee Incentives held by the Good Leaver to vest, amend the vesting criteria applicable to the Employee Incentives, including Performance Criteria and/or Vesting Conditions or determine that the unvested Employee Incentives lapse.

(j)

Bad Leaver

Where a Participant who holds Employee Incentives becomes a Bad Leaver all vested and unvested Employee Incentives will lapse. Where a Participant who holds Employee Incentives becomes a Bad Leaver the Board may determine to exercise the right to buy back any Shares issued upon exercise of an Option or conversion of a Performance Rights.

A Bad Leaver is a Participant who, unless the Board determines otherwise, ceases employment or office with the Company or a Group member for any circumstances which amount to Fraudulent or Dishonest Conduct (described below).

(k)

Fraudulent or Dishonest Conduct

Where, in the opinion of the Board, a Participant or former Participant (which may include a Good Leaver) has engaged in Fraudulent or Dishonest Conduct the Board may deem all Employee Incentives held by the Participant or former Participant to be automatically forfeited. Fraudulent or Dishonest Conduct means a Participant or former Participant:

(i) acts fraudulently or dishonestly;
(ii) wilfully breaches his or her duties to the Company or any member of the Group;
(iii) has, by any act or omission, in the opinion of the Board (determined in its absolute discretion):
(A) brought the Company, the Group, its business or reputation into disrepute; or
(B) is contrary to the interest of the Company or the Group;
(iv) commits any material breach of the provisions of any employment contract entered into by the Participant with any member of the Group;
(v) commits any material breach of any of the policies of the Group or procedures or any laws, rules or regulations applicable to the Company or Group;

MAMBA EXPLORATION LTD PROSPECTUS 208

(vi) is subject to allegations, has been accused of, charged with or convicted of fraudulent or dishonest conduct in the performance of the Participant's (or former Participant's) duties, which in the reasonable opinion of the relevant directors of the Group effects the Participant's suitability for employment with that member of the Group, or brings the Participant or the relevant member of the Group into disrepute or is contrary to the interests of the Company or the Group;
(vii) is subject to allegations, has been accused of, charged with or convicted of any criminal offence which involves fraud or dishonesty or any other criminal offence which Board determines (in its absolute discretion) is of a serious nature;
(viii) has committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;
(ix) has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation;
(x) has committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice;
(xi) has wilfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the Group;
(xii) has engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or former Participant obtaining a personal benefit;
(xiii) accepts a position to work with a competitor of the Company or Group;
(xiv) acts in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or
(xv) commits any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest by the Participant or former Participant.
(l) Change of Control

All granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest (regardless of whether any Performance Criteria or Vesting Conditions have been satisfied) and a Participant may exercise any or all of their Options (regardless of whether the Vesting Conditions have been satisfied) provided that no Options will be capable of exercise later than the Expiry Date, if any of the following change of control events occur:

(i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(ii) a takeover bid:
(A) is announced;

MAMBA EXPLORATION LTD PROSPECTUS 209

(B) has become unconditional; and
(C) the person making the takeover bid has a relevant interest in 50% or more of the issued Shares;
(iii) any person acquires a relevant interest in 50.1% or more of the issued Shares by any other means; or
(iv) the Company announces that a sale or transfer (in one transaction or a series of transactions) of the whole (or substantially the whole) of the undertaking and business of the Company has been completed.

(m) Holding Lock

The Board may at any time request that the Company's share registry to impose a holding lock on any Employee Incentives issued pursuant to the Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant (or a Former Participant) has or may breach these Rules.

Dividends

A Participant who holds Options or Performance Rights is not entitled to the payment of any dividend declared by the Company.

Reorganisation of Capital

If there is any reorganisation of the issued share capital of the Company:

(i) the terms of the Performance Rights and the rights of the Participant who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation; and
(ii) the number of Options held by a Participant under the Plan may, in the sole and absolute discretion of the Board, be determined to be such number as is appropriate and so that the Participant does not suffer any material detriment following any variation in the share capital of the Company arising from:
(A) a reduction, subdivision or consolidation of share capital;
(B) a reorganisation of share capital;
(C) a distribution of assets in specie;
(D) the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in excess of the Company's normal distribution policy; or
(E) any issue of ordinary shares or other equity securities or instruments which convert into ordinary shares by way of capitalisation of profits or reserves.

(p)

Participation in New Issues

A Participant who holds Options or Performance Rights is not entitled to participate in new issues without first exercising the Option or Performance Right.

Contravention of Rules

The Board may at any time, in its sole and absolute discretion, take any action it deems reasonably necessary in relation to any Employee Incentives if it determines

MAMBA EXPLORATION LTD PROSPECTUS 210

or reasonably believes a Participant has breached the Plan or the terms of issue of any Employee Incentives, including but not limited to, signing transfer forms in relation to Employee Incentives, placing a holding lock on Employee Incentives, signing any and all documents and doing all acts necessary to effect a Buy-Back, accounting for the proceeds of the sale of forfeited Employee Incentives, refusing to transfer any Employee Incentives and/or refusing to issue any Shares.

12.7 Interests of Promoters, Experts and Advisers

No promoter or other person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus (or entity in which they are a partner or director) holds, has, or has had in the two years before the date of this Prospectus, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be paid to a promoter or any person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus (or entity in which they are a partner or director), provided in connection with the formation or promotion of the Company or the Offer, except as follows and as disclosed in this Prospectus:

(d) Canaccord has acted as Lead Manager to the Offer and the fees payable Canaccord are detailed in Section 12.8;
(e) BDO has acted as the Investigating Accountant and has prepared the Independent Accountant’s Report which has been included in Section 8. The Company has paid, or has agreed to pay, the Investigating Accountant A$14,000 (excluding disbursements and GST) for these services up until the date of this Prospectus. Further amount may be paid to the Investigating Account under time-based changes;
(f) Mining Insights Pty Ltd has acted as the Independent Geologist in relation to the Offer. The Company has paid, or has agreed to pay, Mining Insights Pty Ltd A$25,800 (excluding disbursements and GST) for these services up until the date of this Prospectus. Further amounts may be paid to Mining Insights Pty Ltd upon timebased changes;
(g) DLA Piper Australia has acted as legal adviser to the Company in relation to the Offer. The Company has paid, or has agreed to pay, DLA Piper Australia A$100,000 (excluding disbursements and GST) for these services up until the date of this Prospectus. Further amounts may be paid to DLA Piper under time-based changes; and
(h) Automic Pty Ltd is the Company’s share registry, and will be paid for these services on standard industry terms and conditions.

12.8 Expenses of Offer

The total expenses of the Offer payable by the Company are:

	A$5 million raised	A$7 million Raised
Legal fees	100,000	100,000
Investigating Accountant’s Report	14,000	14,000

MAMBA EXPLORATION LTD PROSPECTUS 211

	A$5 million raised	A$7 million Raised
Lead Manager’s Fees	300,000	420,000
Independent Geologist’s Report	25,800	25,800
ASX	49,400	60,377
ASIC	3,206	3,206
Postage, Printing and Administration Fees	8,000	8,000
TOTAL	500,406	631,383

12.9 Effect of the Offer on control and substantial Shareholders

Those Shareholders holding an interest in 5% or more of the Shares on issue as at the date of this Prospectus are as follows:

Name	Number of	Number of	Percentage	Percentage
	Shares	Options4	of Shares (Undiluted)	of Shares (Fully diluted)
Michael Dunbar1	1,266,667	2,500,000	15.20%	26.28%
Justin Boylson2	3,000,001	3,000,000	36.00%	41.86%
Simon Andrew3	3,000,000	3,000,000	36.00%	41.86%
TOTAL	4,266,668	5,500,000	51.20%	68.14%

Note:

1,266,667 Shares and 2,500,000 Options are held by Michael & Jodi Dunbar 2. 1 Share held directly by Mr Boylson and 1,500,000 Shares and 1,500,000 Options held by Enfilade Defilade Pty Ltd. Mr Boylson and Mr Andrew are directors and shareholders of Enfilade Defilade Pty Ltd.
1,500,000 Shares and 1,500,000 Options held by Enfilade Defilade Pty Ltd. Mr Boylson and Mr Andrew are directors and shareholders of Enfilade Defilade Pty Ltd.
The Options have an exercise price of $0.25 and an expiry date of 3 years after the date of issue and otherwise have the terms set out in Section 12.4

Based on the information known as at the date of this Prospectus, on Admission, the following persons will have an interest in 5% or more of the Shares on issue:

	A$5 million raised	A$5 million raised	A$7 million raised	A$7 million raised
Name	Number of Shares	Percentage of Shares	Number of Shares	Percentage of Shares
Ashburton Metals Group Pty Ltd1	9,600,000	18.83%	9,600,000	15.74%
Sarag Pty Ltd2	3,200,000	6.28%	3,200,000	5.25%
Enfilade Defilade Pty Ltd3	3,000,000	5.88%	3,000,000	4.92%
Fraka Investments Pty Ltd4	2,850,000	5.59%	2,850,000	4.67%

Note:

Ashburton Metals Group Pty Ltd is a vendor of assets to Mamba Exploration Pty Ltd and, prior to the commencement of quotation of the Shares on ASX or after expiration of their escrow period, may distribute its entitlement to shares under the tenement sales agreement to its shareholders
Sarag Pty Ltd is a vendor of assets to Mamba Exploration Pty Ltd and, prior to the commencement of quotation of the Shares on ASX or after expiration of their escrow period, may distribute its entitlement to shares under the tenement sales agreement to its shareholders
Enfilade Defilade Pty Ltd is a private company of which Mamba Directors Mr Boylson & Mr Andrew are directors and shareholders

MAMBA EXPLORATION LTD PROSPECTUS 212

Fraka Investments Pty Ltd is a vendor of assets to Mamba Exploration Pty Ltd and, prior to the commencement of quotation of the Shares on ASX or after expiration of their escrow period, may distribute its entitlement to shares under the tenement sales agreement to its shareholders

12.10 Escrow Arrangements

None of the Shares issued pursuant to the Offer will be subject to any ASX imposed escrow restrictions.

Chapter 9 of the Listing Rules prohibits holders of ‘restricted securities’ from or agreeing to disposing of those securities or an interest in those securities for the relevant restriction periods.

In summary, the Company expects that, if it is admitted to the Official List of the ASX, the following Securities held by Directors, related parties, promoters, the Lead Manager and Vendors, will be required to be held in escrow for the period of time between 12 and 24 months.

The total number of 23,983,336 Shares and 10,000,000 Options that are expected to be subject to ASX imposed escrow restrictions represent approximately 39.33% of the Shares on Admission (on a fully diluted basis) (assuming a Minimum Subscription).

During the period in which these Shares (if any) are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner. The Company will announce to the ASX full details (quantity and duration) of the Shares (if any) required to be held in escrow prior to the Shares commencing trading on ASX.

12.11 Continuous Disclosure Obligations

Following Admission, the Company will be a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose to the market any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares (unless a relevant exception to disclosure applies). Price sensitive information will be publicly released through ASX before it is otherwise disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to ASX. In addition, the Company will post this information on its website after ASX confirms that an announcement has been made, with the aim of making the information readily accessible to the widest audience.

12.12 Litigation and Claims

So far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

12.13 Consents

Each of the parties referred to in this Section:

(a) has given the following consents in accordance with the Corporations Act which have not been withdrawn as at the date of lodgement of this Prospectus with ASIC; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

MAMBA EXPLORATION LTD PROSPECTUS 213

None of the parties referred to in this Section authorised or caused the issue of this Prospectus or the making of the Offer.

DLA Piper Australia has given its written consent to being named as Australian legal advisor to the Company. DLA Piper Australia has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

BDO Audit (WA) Pty Ltd has given its written consent to be named an auditor to the Company. BDO Audit (WA) Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

BDO Corporate Finance (WA) Pty Ltd has given its written consent to be named as Independent Accountant to the Company. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Canaccord Genuity (Australia) Limited has given its written consent to be named Lead Manager to the Company. Canaccord Genuity (Australia) Limited has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Mining Insights Pty Ltd has given its consent to be named as the Independent Geologist to the Company. Mining Insights Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Automic Pty Ltd has given its written consent to be named Share Registry to the Company. Automic Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Each of the Directors has given their written consent to being named in this Prospectus in the context in which they are named and have not withdrawn their consent prior to lodgement of this Prospectus with ASIC.

12.14 Electronic Prospectus

Pursuant to Regulatory Guide 107 ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions. If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application moneys received will be dealt with in accordance with section 722 of the Corporations Act.

12.15 Documents Available for Inspection

Copies of the following documents are available for inspection during normal business hours at the registered office of the Company at Level 11 London House, 216 St Georges Terrace, Perth WA 6000:

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 12.13 of this Prospectus.

MAMBA EXPLORATION LTD PROSPECTUS 214

12.16 Statement of Directors

The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the financial information in Section 7 there have not been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.

MAMBA EXPLORATION LTD PROSPECTUS 215

13. AUTHORISATION

This Prospectus is authorised by the Company and lodged with ASIC pursuant to section 718 of the Corporations Act.

Each of the Directors has consented to the lodgement of this Prospectus with ASIC, in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

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

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Michael Dunbar Managing Director and Chief Executive Officer Dated: 14 December 2020

MAMBA EXPLORATION LTD PROSPECTUS 216

14. GLOSSARY OF TERMS

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

A$	Australian dollars.
Admission	Admission of the Company to the Official List, following
	completion of the Offer.
Allotment Date	The date, as determined by the Directors, on which the Shares
	offered under this Prospectus are allotted, which is anticipated
	to be the date identified in the Indicative Timetable.
Applicant	A person who submits an Application Form.
Application	A valid application for Shares under the Offer made pursuant to
	an Application Form.
Application Form(s)	The application form attached to this Prospectus.
Application Monies	Monies received from persons applying for Shares pursuant to
	the Offer under this Prospectus.
Ashburton Tenement	has the meaning given in Section 11.1.
Sale Agreement
ASIC	Australian Securities and Investments Commission.
ASX	Australian Securities Exchange Limited ACN 008 624 691 or,
	where the context requires, the financial market operated by it.
ASX Settlement Rules	ASX Settlement Operating Rules of ASX Settlement Pty Ltd
	(ABN 49 008 504 532).
Board	The board of Directors of the Company.
CHESS	Clearing House Electronic Subregister System.
Closing Date	The date the Offer closes.
CompanyorMamba	Mamba Exploration Limited ACN 644 571 826.
Constitution	The constitution of the Company from time to time.
Corporations Act	Corporations Act 2001(Cth).
Directors	The directors of the Company.
Electronic Prospectus	The electronic copy of this Prospectus located at the
	Company’s website at www.mambaexploration.com.au.
Exposure Period	In accordance with section 727(3) of the Corporations Act, the
	period of 7 days (which may be extended by ASIC to up to 14
	days) after lodgement of this Prospectus with ASIC during
	which the Company must not process Applications.
Financial Information	Has the meaning given in Section 7.1.

MAMBA EXPLORATION LTD PROSPECTUS 217

Fraka Tenement Sale has the meaning given in Section 11.1. Agreement GST Goods and Services Tax. HIN Holder Identification Number. Independent Accountant BDO Corporate Finance (WA) Pty Ltd. Independent The report contained in Section 8. Accountant’s Report

Indicative Timetable The indicative timetable for the Offer on page (ii) of this Prospectus.

Kokoda Tenement Sale has the meaning given in Section 11.1. Agreement Lead Manager means Canaccord Genuity (Australia) Limited. Lead Manager Offer has the meaning given in Section 2.4. Lead Manager Offer means the personalised application form provided to the Lead Application Form Manager with this Prospectus. Lead Manager Options means the 4,000,000 new Options made available to the Lead Manager pursuant to the Lead Manager Offer, the terms of which are summarised in Section 12.4.

Listing Rules

The listing rules of ASX.

Minimum Subscription Has the meaning given in Section 2.2. Offer The offer by the Company, pursuant to this Prospectus, of 25,000,000 Shares at an issue price of A$0.20 each to raise A$5,000,000 (before associated costs). Oversubscriptions of up to 10,000,000 Shares may be accepted by the Company.

Offers means the Offer and the Lead Manager Offer. Offer Period Means the period commencing on the Opening Date and ending on the Closing Date. Official List The official list of ASX.

Official Quotation or Official quotation by ASX in accordance with the Listing Rules. Quotation Opening Date The date the Offer opens. Options An option to subscribe for a Share. Participants has the meaning given in Section 12.4. Plan has the meaning given in Section 12.4. Projects has the meaning given in Section 4.1. Prospectus This prospectus dated 14 December 2020. Relevant Interest Has the meaning given in the Corporations Act.

MAMBA EXPLORATION LTD PROSPECTUS 218

Sarag Tenement Sale	has the meaning given in Section 11.1.
Agreement
Section	A section of this Prospectus.
Security	Means a Share or Option, as the context requires.
Share	A fully paid ordinary shares in the capital of the Company.
Share Registry	Automic Pty Ltd.
Shareholder	Any person holding Shares.
SRN	Security holder Reference Number.
Tenement Sale	has the meaning given in Section 11.1.
Agreements
Tenements	means the tenements and applications for tenements listed in
	schedule 3 of the Solicitor’s Report.
Vendor Shares	means the Shares to be issued to the Vendors as part
	consideration under the Tenement Sale Agreements detailed in
	Section 11.1.
Vendors	means Ashburton Metals Group Pty Ltd, Sarag Pty Ltd, Fraka
	Investments Pty Ltd, Kokoda Exploration Pty Ltd and Gold
	Valley Iron and Manganese Pty Ltd.

MAMBA EXPLORATION LTD PROSPECTUS 219

AI assistant

MAMBA EXPLORATION LIMITED — Capital/Financing Update 2021

65279_rns_2021-02-02_f70baeb0-3589-4f85-b888-1e0dc61c5c89.pdf

MAMBA EXPLORATION LIMITED ACN 644 571 826

PROSPECTUS

CORPORATE DIRECTORY

Directors

Lawyers

Company Secretary

Registered Office

Auditor*

Independent Accountant

Share Registry*

Lead Managers

Proposed Stock Exchange Listing

CONTENTS

IMPORTANT NOTICE

Exposure Period

Electronic Prospectus and Application Forms

Website

Foreign Investors

Speculative Investment

Using this Prospectus

Privacy Statement

Forward-Looking Statements

Mineral Resources and Ore Reserves Estimates

Proximate Statements

Photographs and Diagrams

Currency

Time

Glossary

Competent Person’s Statement

LETTER FROM THE CHAIRMAN

1. INVESTMENT OVERVIEW

2. DETAILS OF OFFER

2.1 The Offer

2.2

Minimum Subscription

2.3

Oversubscriptions

2.4

Lead Manager Offer

2.5

Objectives of the Company

2.6 Purpose of Prospectus

2.7 Funding Allocation

2.8 Capital Structure

2.9 Forecasts

2.10 How to Apply

(a) Offer

(b) Lead Manager Offer

2.11 CHESS

2.12

ASX Listing and Official Quotation

2.13 Allotment

2.14

Risk Factors of an Investment in the Company

2.15

Overseas Applicants

2.16

Restricted Securities

2.17 Underwriting

2.18 Withdrawal

2.19 Paper Copies of Prospectus

2.20 Enquiries

3. COMPANY OVERVIEW

3.1

Executive Summary

3.2 Business Overview

3.3 Mamba Exploration's Projects

3.4 Corporate Structure of the Group

3.5 COVID-19

3.6 Taxation

3.7 Dividend Policy

3.8 Equity Incentive Plan

3.9

Corporate Social Responsibility

3.10 People

3.11 Health, Safety and Environment

4. PROJECTS

MAMBA EXPLORATION LIMITED Capital/Financing Update 2021