MT MALCOLM MINES NL — Capital/Financing Update 2021

Sep 7, 2021

Mt Malcolm Mines NL ACN:646 466 435

PROSPECTUS

For an offer of 40,000,000 Shares at an issue price of \$0.20 per Share to raise \$8,000,000 (Offer).

Lead Manager: Morgans Corporate Limited

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

MT MALCOLM MINES NL | PROSPECTUS 1

IMPORTANT NOTICE

This Prospectus is dated 2 August 2021 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares 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 and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

NO OFFERING WHERE OFFERING WOULD BE ILLEGAL

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit an offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at https://mtmalcolm.com.au/. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 8 6244 6617 during office hours or by emailing the Company at info@mtmalcolm.com.au.

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.

WEBSITE

No document or information included on our website is incorporated by reference into this Prospectus.

NO COOLING-OFF RIGHTS

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

INVESTMENT ADVICE

This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Shares under this Prospectus.

RISKS

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares. Refer to Section D of the Investment Overview as well as Section 7 for details relating to some of the key risk factors that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward- looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, 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 the management.

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

The Company has no intention to update or revise forwardlooking 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.

These forward looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7.

FINANCIAL FORECASTS

The Directors have considered the matters set out 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.

COMPETENT PERSONS STATEMENT

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Geologist's Report, included at Annexure A of the Prospectus, which relate to exploration targets and exploration results is based on information compiled by Mr Allen Maynard. Mr Maynard has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code). Mr Maynard is the Director and a principal geologist of Al Maynard & Associates Pty Ltd and has over 40 years of exploration and mining experience in a variety of mineral deposits. There is no relationship between Mr Maynard and the Company that could create a conflict of interest. Mr Maynard consents to the inclusion of this information in the Prospectus in the form and context in which it appears.

CONTINUOUS DISCLOSURE OBLIGATIONS

Following admission of the Company to the Official List, 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 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 Company's Shares.

Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

Clearing House Electronic Sub- Register System (CHESS) and Issuer Sponsorship

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

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

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 the 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.

DEFINITIONS AND TIME

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 12.

All references to time in this Prospectus are references to Australian Western Standard Time.

PRIVACY STATEMENT

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

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

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

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

ENQUIRIES

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the Company Secretary on +61 8 9463 2463.

CORPORATE DIRECTORY

DIRECTORS

Trevor Dixon Managing Director

Daniel Tuffin Technical Director

Robert Downey Non-Executive Chair

Gary Powell Non-Executive Director

COMPANY SECRETARY

Henko Vos

PROPOSED ASX CODE

M2M

REGISTERED OFFICE

C/- Nexia Perth Level 3, 88 William Street PERTH WA 6000

Telephone: + 61 8 6244 6617 Facsimile: +61 8 9463 2499

Email: info@mtmalcolm.com.au Website: https://mtmalcolm.com.au/

SOLICITORS (CORPORATE)

Steinepreis Paganin Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000

SOLICITORS (TITLE REPORT)

House Legal 86 First Avenue MOUNT LAWLEY WA 6050

INVESTIGATING ACCOUNTANT

RSM Corporate Australia Pty Ltd Level 32, Exchange Tower 2 The Esplanade PERTH WA 6000

AUDITOR*

RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade PERTH WA 6000

INDEPENDENT GEOLOGIST

Al Maynard & Associates Pty Ltd Suite 9, 280 Hay Street SUBIACO WA 6008

LEAD MANAGER

Morgans Corporate Limited Level 2 22 Delhi Street WEST PERTH WA 6005

Telephone: + 61 8 6160 8700

SHARE REGISTRY*

Advanced Share Registry Ltd 110 Stirling Hwy NEDLANDS WA 6009

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

CONTENTS

1.	CHAIRMAN'S LETTER	1
2.	KEY OFFER INFORMATION	2
3.	INVESTMENT OVERVIEW	4
4.	DETAILS OF THE OFFER	16
5.	COMPANY AND PROJECT OVERVIEW	24
6.	FINANCIAL INFORMATION	38
7.	RISK FACTORS	56
8.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE	66
9.	MATERIAL CONTRACTS	74
10.	ADDITIONAL INFORMATION	80
11.	DIRECTORS' AUTHORISATION	92
12.	GLOSSARY	94
	ANNEXURE A – INDEPENDENT GEOLOGIST'S REPORT	97
	ANNEXURE B – SOLICITOR'S REPORT ON TENEMENTS	99
	ANNEXURE C – INVESTIGATING ACCOUNTANT'S REPORT	101

1. CHAIRMAN'S LETTER

Dear Investor

On behalf of the directors of Mt Malcolm Mines NL (Company), it gives me great pleasure to invite you to become a shareholder of the Company.

The Company is a Western Australian gold focused exploration company with assets positioned within a focused 274km2 tenement holding, which makes up the Mt Malcolm Gold Project (Project) near Leonora, Western Australia. The Project lies along the western margin of the Keith-Kilkenny Tectonic Shear Zone in an under-explored greenstone belt. The many historical discoveries within an 80km radius have yielded in excess of 50M known gold resource ounces.

This Prospectus is seeking to raise \$8,000,000 via the issue of Shares at an issue price of \$0.20 per Share under the Offer. The purpose of the Offer is to provide funds to implement the Company's business strategies (explained in Section 5). The Company's primary activities following listing will be undertaking an exploration program aimed at identifying gold and potentially nickel mineralisation within the Project area.

The Board is highly experienced in the global mining and exploration industry and has strong and diverse technical and commercial skills and background, including significant expertise and experience in the gold exploration industry. The Board will aim to ensure that funds raised through the Offer will be utilised in a cost-effective manner to advance the Company's business.

This Prospectus is issued for the purpose of supporting an application to list the Company on ASX. This Prospectus contains detailed information about the Company, its business and the Offer, as well as the risks of investing in the Company, and I encourage you to read it carefully. Risks associated with an investment in the Company include exploration risks, risks with respect to access, environmental consents, tenure to mining tenements and commodity price and demand risks (particularly gold). The Shares offered by this Prospectus should be considered highly speculative.

I look forward to you joining us as a Shareholder and sharing in what we believe are 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 advice if required.

Yours sincerely

Robert Downey Chair

2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE1

Lodgement of Prospectus with the ASIC 2 August 2021 Exposure Period begins 2 August 2021 Opening Date 8 August 2021 Closing Date 25 August 2021 Issue of Shares under the Offer 1 September 2021 Despatch of holding statements 1 September 2021 Expected date for quotation on ASX 8 September 2021

Notes:

• 1. The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are WST. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants.
• 1. If the Offer is cancelled or withdrawn before completion of the Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Offer opens.

KEY STATISTICS OF THE OFFER

	FULL SUBSCRIPTION
Offer Price per Share	\$0.20
Shares currently on issue	43,852,001
Shares to be issued under the Offer	40,000,000
Gross Proceeds of the Offer	\$8,000,000
Shares on issue Post-Listing (undiluted)1	83,852,001
Market Capitalisation Post-Listing (undiluted)2	\$16,770,400
Options currently on issue4	6,000,000
Advisor Options5	2,515,560
Options on issue Post-Listing	8,515,560
Deferred Magnetic Shares3	1,000,000
Shares on issue Post-Listing (fully diluted)1	93,367,561
Market Capitalisation Post-Listing (fully diluted)2	\$18,673,512

Notes:

1. Certain Securities on issue post-listing will be subject to ASX-imposed escrow. Refer to Section 5.9 for a disclaimer with respect to the likely escrow position.

2. 1. Assuming a Share price of \$0.20, however the Company notes that the Shares may trade above or below this price.
3. 1. Under an Acquisition Agreement between the Company and Magnetic Resources NL, the Company has agreed to issue 1,000,000 Shares upon the term of various prospecting licences being extended beyond their current expiry date of 20 August 2021. Refer to Section 9.2 for a summary of the material terms of the acquisition agreement.
4. 1. Options currently on issue held by Directors and senior management, exercisable at \$0.30 on or before the date that is 4 years following the date the Company is admitted to the Official List. Refer to Section 10.3 for the terms of the Existing Options.
5. 1. Options to be granted to the Lead Manager and Banff Capital Investments Pty Ltd in equal shares to be exercisable at \$0.30 on or before the date that is 3 years following date the Company is admitted to the Official List. Refer to Section 10.4 for the terms of the Advisor Options.

3. INVESTMENT OVERVIEW

3. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

ITEM	SUMMARY	FURTHER INFORMATION
A. Company
Who is the issuer of this Prospectus?	Mt Malcolm Mines NL (ACN 646 466 435) (Company or Mt Malcolm).
Who is the Company?	The Company is an Australian unlisted no liability public company incorporated on 9 December 2020 for the purpose of acquiring, exploring, and developing gold projects in the Eastern Goldfields Region of Western Australia. The Company's key project is the Malcolm Project (Project), located in the Mt Malcolm District of the Mt Margaret Mineral Field in Western Australia.	Section 5.1
What is the Company's interest in the Project?	Since incorporation, the Company has undertaken a process of consolidating interests in the tenements making up the Project, with agreements completed for the acquisition of tenements and joint venture interests from a number of prospectors and listed companies. This has resulted in the Company granting royalties of 2% – 2.5% over certain of the Project tenements, details of which are set out in Section 9.2	Section 5.1 and Annexure B
	The semi contiguous tenement package is made up of 122 prospecting licences, 21 prospecting licence applications, 2 mining leases, 2 mining lease applications and 3 exploration licences and covers approximately 274km2 centred around the locale of Mt Malcolm and the abandoned gold mining town of Malcolm. Refer to the Solicitor's Report on Title set out in Annexure B for further details with respect to the tenure making up the Project.
B. Project Overview
What is the geological setting underlying	The Project area is positioned approximately 10-25km east and north-east of Leonora, overlying a 30km strike segment of the Keith Kilkenny Tectonic Zone (KKTZ) surrounded by the prospective Malcolm and Minerie Greenstone Belts of the Kurnalpi Terrain.	Section 5.2
the Project?	The KKTZ is a major craton scale disjointed mega structure comprising a series of highly strained mantle tapping fault zones that can be traced over 400km, the structure is regarded as a conduit for mineralised metasomatic fluid migration. The secondary and tertiary structures emanating from the KKTZ are regarded as prospective gold targets.
	At Malcolm, gold is structurally controlled within sheared greenstones and the regional stratigraphy has been intensely deformed. Evidence of gold mineralisation along strike of these structures is confirmed by a number of historic workings and scratchings, auriferous occurrences, nugget patches and numerous anomalous (+5g/t Au) drill intersections (refer to the Independent Geologist's Report set out in Annexure A for further detail with respect to historic exploration results in the area of the Project).
	Nearby projects include Darlot, Thunderbox, King of the Hills, Mt Morgans, Sons of Gwalia Granny Smith and Sunrise Dam.

ITEM	SUMMARY	FURTHER INFORMATION
What is the exploration history in the Project area?	The area within the Project has been the subject of significant exploration and production historically. Historic production has focussed on smaller high grade areas and exploration in the area has involved drilling and sampling programs by various former holders (companies and prospecting syndicates) of tenements in the area.	Section 5.3 and Annexure A
	A review of historic exploration has identified a number of Prospect areas (Calypso, Emu Egg, Germatong, Malcolm Dam, Mt George, Malcolm Mining Centre, Mt Stewart, Pig Well and Sunday-Picnic), which have Sub-Prospects of particular interest.
	These Prospects have been developed over many years by a combination of very detailed geological mapping and geophysical interpretation. Many of the major targets identified occur below cover in areas of deeply buried Archaean bedrock. Most of these targets had very little or no exploration carried out over them to date, although they are often close to areas of previous investigation.
What is the Company's exploration model?	The Company's exploration is to initially gain an understanding of the structural controls which created the known mineral deposits of the region. Priority will be given to understanding the geological setting of the larger and mid-tier sized deposits in the region but it is considered that smaller, higher-grade gold and nickel deposits could also be developed profitably and possibly more rapidly.	Sections 5.3 and 5.4 and Annexure A
	From interpretation of aeromagnetic surveys, the Company has identified the KKTZ as a major tectonic lineament. A preliminary structural geological appraisal of the district has already been conducted and a number of high quality targets identified that are not associated with historical workings or known mineral occurrences.
	The Company's priority post-listing will be to undertake systematic exploration programs at the Prospects and Sub-Prospects identified to date, with an initial focus on drilling at the Calypso, Sunday-Picnic, Malcolm and Malcolm Mining Centre Prospects, together with aeromagnetic and geochemical programs of the Project area to identify additional target areas.
	The Company has defined an Exploration Target at the Calypso Prospect based on historical exploration at the Prospectus, estimated to be between 2.9 Mt and 3.9 Mt at grades ranging from 1.6 g/t to 2.2 g/t Au. Refer to section 13.1 of the Independent Geologist's Report set out in Annexure A of the Prospectus for further detail with the estimated Exploration Target at the Project, including the basis on which it has been estimated and the work to be undertaken to test the Prospect.

ITEM	SUMMARY	FURTHER INFORMATION
C. Business Overview
What are the key business objectives of the Company?	The Company's main objectives on completion of the Offer are to: (a) undertake drilling activities on the various targets identified at the Project; (b) identify additional drill targets by undertaking surface exploration activities at the Project, through geophysical, gravity survey and soil sampling activities; (c) through exploration success, evaluate opportunities for near term gold production; and (d) seek further exploration, acquisition and joint venture opportunities in Western Australia and elsewhere. A detailed breakdown of the Company's proposed exploration program during the 2 years post-listing is set out in Section 5.4. Results of drilling and other exploration activities at the Project will determine future exploration activities, with further infill drilling and exploration drilling to be undertaken by the Company following receipt of results from the	Section 5.4
What are the key dependencies of the Company's business model?	planned exploration set out above. The key dependencies of the Company's business model include: (a) completing the Offer; (b) the Company's ability to continue to negotiate timely access at the Project in order to undertake its proposed exploration programs; (c) retaining title to the mining tenements making up the Project; (d) the Company's ability to obtain and retain all necessary approvals required to undertake its proposed exploration programs; (e) retaining and recruiting key personnel skilled in the exploration and mining sector; (f) sufficient worldwide demand for gold and, to a lesser extent nickel; (g) the market price of gold and, to a lesser extent nickel, remaining higher than the Company's costs of any future production (assuming successful exploration by the Company); (h) raising sufficient funds to satisfy expenditure requirements, exploration costs and operating costs in respect of the Project; and (i) minimising environmental impact and complying with environmental and health and safety requirements.	Section 5.5
D. Key Risks General	The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of our Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited.	Section 7

ITEM	SUMMARY	FURTHER INFORMATION
Limited history	The Company was only recently incorporated (9 December 2020) and has limited operating history and financial performance. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Project and other projects in which the Company mar acquire an interest. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.	Section 7.2(a)
Third Party Interests	The Company acquired a majority of the tenements making up the Project from third parties. The agreements under which the Company acquired these tenements are currently with the WA Office of State Revenue for duty assessment and the tenements are not yet registered in the name of the Company. Transfers of the tenements to the Company will be registered with DMIRS following assessment and payment of duty. Pursuant to a Tenement Sale Agreement with Magnetic, if certain prospecting licences the subject of that agreement that are due to expire on 20 August 2021 are renewed on or before 31 December 2021, the Company will be required to issue 1,000,000 Shares, following which legal title to those tenements will be transferred to the Company. If these tenements (which fall within the Calypso Prospect and Malcolm Mining Centre Prospect) are not renewed by that date, the Company will not be entitled to acquire the relevant tenements. The relevant prospecting licences are on the border of the Calypso Prospect and do not form part of the area over which the Exploration Target has been estimated (refer to section 13 of the Independent Geologist's Report set out in Annexure A of this Prospectus). The Company is not aware of any reason that these prospecting licences will not be extended and therefore considers it likely that the licences will be acquired and the Shares will be issued post-listing. Should the relevant tenements not be acquired by the Company, the Company's proposed exploration at the Calypso Prospect and Malcolm Mining Centre Prospect will focus only on areas of those Prospects for which granted tenements are held by the Company. In addition, the Company will be under an obligation to pay royalties to certain vendors of tenements. Non-compliance by the Company with its royalty obligations may result in action being taken against the Company.	Section 7.2(b)
Exploration and operating	The mining tenements comprising the Project are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. While historic non-JORC inferred mineral resources have been estimated at the Project in the past (refer to sections 3.2, 5.4, 5.5 and 13.2 of the Independent Geologist's Report set out in Annexure A of the Prospectus for further details), the Company has not yet published resource estimates for any Prospect. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved.	Section 7.2(f)

ITEM	SUMMARY	FURTHER INFORMATION
Tenure	The tenements making up the Project are at various stages of application and grant, with a number of tenements under application. There can be no assurance that the tenement applications that are currently pending will be granted. There can also be no assurance that when the tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. The Company is unaware of any circumstances that would prevent the tenement applications from being granted, however the consequence of being denied the applications for reasons beyond the control of the Company could be significant.	Section 7.3(a)
	Mining and exploration tenements are subject to periodic renewal and a number of the tenements making up the Project have either passed their expiry or are due to expire imminently. In this regard, 20 prospecting licences have passed the expiry date of their first 4 year term with extensions applied for but not yet granted and a 29 tenements are due to expire in July and August 2021. All bar one of those tenements (the exception being P37/8314, forming part of the Mt George Prospect) will be at the end of its first four year term and therefore an application can be made to extend the term for a further four years. With respect to P37/8314, the Company has applied to convert the area to a mining lease in order to retain title to this area.
	The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant. Refer to the Solicitor's Report on Tenements in Annexure B for further
	information on the Company's tenements and applications.
Other risks	In addition to the above, the Company is subject to customary risks associated with exploration companies, including heritage, Native Title claims, changes in legislation, funding, foreign exchange, commodity price, commodity demand and environmental risks, as well as general risks associated with an investment in shares.	Section 7
	For additional specific risks please refer to Section 7.2. For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its Directors, please refer to Sections 7.3 and 7.4.
	E. Directors and Key Management Personnel
Who are the	The Board consists of:	Section 8.1
Directors?	(a) Trevor Dixon – Managing Director;
	(b) Robert Downer – Non-Executive Chair;
	(c) Daniel Tuffin – Technical Director; and
	(d) Gary Powell – Non-Executive Director.
	The profiles of each of the Directors are set out in Section 8.1.

ITEM	SUMMARY				FURTHER INFORMATION
What are the significant interests of			have relevant interests in the securities of the Company as follows:	As at the date of this Prospectus, the Directors will receive remuneration and	Section 8.3
Directors in the	DIRECTOR	SHARES	OPTIONS	REMUNERATION
Company?	Trevor Dixon	19,331,000	2,000,000	\$230,000
	Robert Downey	951,000	1,000,000	\$48,000
	Daniel Tuffin	1,500,000	1,000,000	\$36,000
	Gary Powell	250,000	1,000,000	\$36,000
	the scope of their directorships.			In addition, Messrs Tuffin and Powell will receive consulting fees at a rate of \$220 per hour or \$1,750 per day (plus GST) for services provided outside of
contracts are area of its Project and completed a number of acquisition agreements in the Company connection with this consolidation process, including acquisitions of the a party to? Company's wholly owned subsidiaries MMGH and Aurum (Acquisition Agreements). A total 33,150,001 Shares were issued to the various vendors under the Acquisition Agreements and the Company has paid or has agreed to pay an aggregate of \$578,500 as consideration under the Acquisition Agreements, of which up to \$156,000 is payable to Trevor Dixon on confirmation that such payment will not contravene the conditions to listing under the ASX Listing Rules. In connection with the Acquisition Agreements, the Company also entered into royalty deeds under which a gross revenue royalty of either or 2% or 2.5%				will be payable to the relevant vendors, including Trevor Dixon where he acted
	the tenement relates.		as a vendor under the relevant Acquisition Agreement.	The Solicitor's Title Report set out in Annexure B to the Prospectus details each tenement to which a royalty relates and identifies the contract to which
			Under an Acquisition Agreement between the Company and Magnetic (acting reasonably) by 31 December 2021 (Magnetic Milestone).	Resources NL (Magnetic), the Company is required to issue 1,000,000 Shares (Deferred Magnetic Shares) to Magnetic upon all of the prospecting licences to be vended to the Company by Magnetic that are due to expire on 20 August 2021 being extended on terms and conditions acceptable to the Company
	each of its Directors.		The Company is also party to a lead manager mandate with Morgans	Corporate Limited, a services agreement with Trevor Dixon, consultancy agreements with each of Daniel Tuffin and Gary Powell, an employment agreement with Paul Maher (principal geologist) and appointment letters with

ITEM	SUMMARY	FURTHER INFORMATION
F. Financial Information
How has the Company	As the Company was only recently incorporated, it has limited financial performance and has no operating history.	Section 6 and Annexure C
been performing?	As a result, the Company is not in a position to disclose any key financial information other than its statement of profit and loss and statement of cash flows for the period from its incorporation to 31 December 2020 and its historical and pro-forma balance sheet at that date, which are included in Section 6.
What is the financial outlook	Given the current status of the Project and the speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings.	Section 6
for the Company?	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 on a reasonable basis.
G. Offer
What is the Offer?	The Offer is an offer of 40,000,000 Shares at an issue price of \$0.20 per Share to raise \$8,000,000 (before costs).	Section 4.1
Is there a minimum subscription under the Offer?	The minimum amount to be raised under the Offer is \$8,000,000.	Section 4.2
What are the purposes of the Offer?	The purposes of the Offer are to facilitate an application by the Company for admission to the Official List and to position the Company to seek to achieve the objectives stated at Section C of this Investment Overview and Sections 4.8 and 5.4.	Sections 4.8 and 5.4
Is the Offer underwritten?	The Offer is not underwritten.	Section 4.3
Is there a	Yes, the Offer is lead managed by Morgans Corporate Limited (Morgans).	Sections 4.4
Lead Manager to the Offer	Morgans will receive the following fees in consideration for underwriting the Offer:	and 9.1.1
	(a) a management fee equal to 1% of the gross proceeds of the Offer;
	(b) an underwriting fee equal to 4% of the Offer; and
	(c) 1,257,780 Options, exercisable at \$0.30 on or before the date that is 3 years from the date of issue.
	Refer to Section 9.1.1 for a summary of the terms and conditions of the Lead Manager Mandate.

ITEM	SUMMARY	FURTHER INFORMATION
Are any other fees payable to promoters of the Company?	The Company is party to an agreement with Banff Capital Investments Pty Ltd (Banff). pursuant to which Banff has provided corporate advisory services to the Company in respect of its funding strategy, structuring, marketing and listing management. In consideration for these services, the Company will issue to Banff 1,257,780 Options, exercisable at \$0.30 on or before the date that is 3 years from the date of issue. Refer to Section 9.1.2 for a summary of the terms and condition of the agreement with Banff	Sections 4.5 and 9.1.2
What is the structure of the Offer?	The Offer comprises: (a) the Broker Firm Offer, which is open to investors that have received a firm allocation from their broker (refer to Section 4.6); and (b) the Chairman's List Offer, which is open to selected investors who have received an invitation from the Chairman to participate (refer to Section 4.7).	Section 4.2
What is the allocation policy under the Offer?	Refer to Section 4.12 for a summary of the Company's allocation policy in respect of the Offer and Sections 4.6.4 and 4.7.3 for the allocation policies in respect of the Broker Firm Offer and Chairman's List Offer specifically.	Sections 4.6.4, 4.7.3 and 4.12
Who is eligible to participate in the Offer?	This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.	Section 4.10
How do I apply for Shares under the Offer?	Applications for Shares under the Offer must be made by completing the Application Form provided to you by your broker or the Chairman. There will be no general public offer of Shares made under the Offer. Members of the public wishing to apply for Shares under the Offer must do so through a broker with a firm allocation of Shares.	Sections 4.2 and 4.11
What will the Company's capital structure look like on completion of the Offer?	The Company's capital structure on a post-Offer basis is set out in Section 5.7. Upon completion of the Offer, the Company estimates that it will have a 'free float' of approximately 46%, being the Shares issued under the Offer (excluding Shares to be taken up by Directors). The Company notes that a number of Shares currently on issue are likely to be tradeable post-listing, which will increase the Company's free float.	Section 5.7
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer is set out in Section 10.2 and a summary of the terms of Options on issue, and to be issued upon completion of the Offer, is set out in Sections 10.3 and 10.4. The Company has also adopted an employee incentive plan, the terms of which are summarised in Section 10.5	Sections 10.2, 10.3 and 10.4

ITEM	SUMMARY	FURTHER INFORMATION
Will any	None of the Shares issued under the Offer will be subject to escrow.	Section 5.9
Securities be subject to escrow?	However, subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, it is anticipated that the following Securities may be subject to ASX imposed escrow:
	(a) approximately 39,852,001 Shares for either 12 months from the date of issue of the Shares or 24 months from the date of quotation of the Company's Shares; and
	(b) 8,515,560 Options for either 12 months from the date of issue of the Options or 24 months from the date of quotation of the Company's Shares.
	During the period in which restricted Shares are prohibited from being transferred, trading in Shares may be less liquid, which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.
	The Company will announce to ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX.
Will the Shares be quoted on ASX?	Application for quotation of all Shares to be issued under the Offer will be made to ASX no later than 7 days after the date of this Prospectus.	Section 4.13
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of \$2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of \$500 worth of Shares (2,500 Shares).	Section 4.11
Are there any conditions to the Offer?	No, other than raising the Minimum Subscription and ASX approval for quotation of the Shares, the Offer is unconditional.	Sections 4.2 and 4.13
I. Additional information
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer. However, the Company will pay to Morgans 5% (ex GST) of the total amount raised under the Prospectus.	Section 4.16
Can the Offer be withdrawn?	The Company reserves the right not to proceed with the Offer at any time before the issue or transfer of Shares to successful applicants. If the Offer does not proceed, application monies will be refunded (without interest).	Section 4.18

ITEM	SUMMARY	FURTHER INFORMATION
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor's particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.17
What is the Company's Dividend Policy?	The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Project. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings, operating results and the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.	Section 6.7
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company's size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council (Recommendations). The Company's main corporate governance policies and practices and the Company's compliance are outlined in Section 8.5. In addition, the Company's full Corporate Governance Plan is available from the Company's website (https://mtmalcolm.com.au/).	Section 8.5
Where can I find more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) By contacting the Company Secretary, on +61 8 6244 6617; or (c) By contacting the Share Registry on +61 8 9389 8033 or 1300 113 258 (Toll Free).

4. DETAILS OF THE OFFER

4. DETAILS OF THE OFFER

4.1. THE OFFER

Pursuant to this Prospectus, the Company invites applications for 40,000,000 Shares at an issue price of \$0.20 per Share to raise \$8,000,000.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue. A summary of the material rights and liabilities attaching to the Shares offered under the Offer is set out in Section 10.2.

4.2. OFFER STRUCTURE

The Offer comprises:

• (a) the Broker Firm Offer, which is open to investors that have received a firm allocation from their broker (refer to Section 4.6); and
• (b) the Chairman's List Offer, which is open to selected investors who have received an invitation from the Chairman to participate (refer to Section 4.7).

The allocation of Shares between the Broker Firm Offer and the Chairman's List Offer will be determined by agreement between the Company and the Lead Manager having regard to the allocation policy described in Section 4.12.

There will be no general public offer of Shares made under the Offer. Members of the public wishing to apply for Shares under the Offer must do so through a broker with a firm allocation of Shares.

4.3. NOT UNDERWRITTEN

The Offer is not underwritten.

4.4. LEAD MANAGER AND CORPORATE ADVISOR

The Company has entered into a lead manager mandate (Mandate) with Morgans Corporate Limited (Lead Manager or Morgans), pursuant to which Morgans has agreed to lead manage the Offer.

Morgans will receive the following fees in consideration for lead managing the Offer:

• (a) a management fee of 1% of the gross proceeds raised under the Offer;
• (b) a selling fee of 4% of the gross proceeds raised under the Offer; and
• (c) 1,257,780 Advisor Options, exercisable at \$0.30 on or before the date that is 3 years following the date of issue.

Refer to Section 9.1.1 for a summary of the terms and conditions of the Mandate.

4.5. CORPORATE ADVISOR

The Company is party to an agreement with Banff Capital Investments Pty Ltd (Banff) dated 24 December 2020, a company controlled by Cameron Williams, pursuant to which Banff has provided corporate advisory services to the Company in respect of its funding strategy, structuring, marketing and listing management. In consideration for these services, the Company will issue to Banff 1,257,780 Options, exercisable at \$0.30 on or before the date that is 3 years from the date of issue. Banff has not otherwise received any fees from the Company in the last two years.

Refer to Section 9.1.2 for a summary of the terms and conditions of the agreement with Banff.

4.6. BROKER FIRM OFFER

4.6.1. WHO CAN APPLY?

The Broker Firm Offer is open to persons who have received a firm allocation of Shares from their broker. If you have received a firm allocation of Shares from your broker, you will be treated as a Broker Firm Offer Applicant in respect of that allocation. You should contact your Broker to determine whether you can receive an allocation of Shares from them under the Broker Firm Offer.

4.6.2. HOW TO APPLY?

If you have received an allocation of Shares from your broker and wish to apply for those Shares under the Broker Firm Offer, you should contact your broker for information about how to submit your Broker Firm Offer Application Form and for payment instructions.

Applicants under the Broker Firm Offer must not send their Application Forms or payment to the Share Registry. Applicants under the Broker Firm Offer should contact their broker to request a copy of this Prospectus and Application Form. Your broker will act as your agent and it is your broker's responsibility to ensure that your Application Form and application funds are received before 5:00pm (WST) on the Closing Date or any earlier closing date as determined by your Broker.

If you are an investor applying under the Broker Firm Offer, you should complete and lodge your Broker Firm Offer Application Form with the broker from whom you received your firm allocation. Broker Firm Offer Application Forms must be completed in accordance with the instructions given to you by your broker and the instructions set out on the reverse of the Application Form.

The Company, the Lead Manager and the Company's Share Registry take no responsibility for any acts or omissions committed by your broker in connection with your Application.

4.6.3. PAYMENT METHODS

Applicants under the Broker Firm Offer must pay their application amounts to their broker in accordance with instructions provided by their broker.

4.6.4. ALLOCATION POLICY UNDER THE BROKER FIRM OFFER

Shares that have been allocated to brokers will be issued to the Applicants nominated by those brokers. It will be a matter for each broker as to how they allocate Shares among their retail clients and they (and not the Company or the Lead Manager) will be responsible.

4.7. CHAIRMAN'S LIST OFFER

4.7.1. WHO CAN APPLY?

The Chairman's List Offer is open to selected investors who have received an invitation from the Chairman to participate.

The Chairman's List Offer is not a general public offer and is not open to persons in the United States.

4.7.2. HOW TO APPLY?

If you have received an invitation from the Chairman and you wish to apply for Shares, you should follow the instructions in your personalised invitation.

4.7.3. ALLOCATION POLICY UNDER THE CHAIRMAN'S LIST OFFER

Applicants under the Chairman's List Offer will receive a guaranteed allocation of Shares in the amount notified on their invitation. Beyond this, the allocation of Shares to Applicants under the Chairman's List Offer will be determined by the Lead Manager and the Company taking into account the factors set out in Section 4.12.

4.8. PURPOSE OF THE OFFER

The primary purposes of the Offer are to:

• (a) assist the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules;
• (b) provide the Company with additional funding for:
• (i) the proposed exploration programs at the Prospects (as further detailed in Section 5.4);
• (ii) considering acquisition opportunities that may be presented to the Board from time to time; and
• (iii) the Company's working capital requirements while it is implementing the above; and
• (c) remove the need for an additional disclosure document to be issued upon the sale of any Shares that are to be issued under the Offer.

The Company intends on applying the funds raised under the Offer together with its existing cash reserves in the manner detailed in Section 5.6.

4.9. MINIMUM SUBSCRIPTION

The minimum subscription for the Offer is \$8,000,000 (Minimum Subscription).

If the Minimum Subscription has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

4.10. OVERSUBSCRIPTIONS

No oversubscriptions will be offered under the Offer.

4.11. APPLICATIONS

Applications for Shares under the Offer must be made using the relevant Application Form. Applications under the Offer must be for a minimum of \$2,000 of Shares.

By completing an Application Form, each applicant will be taken to have represented, warranted, agreed and acknowledged as follows:

• (a) that all details and statements made by them are complete and accurate;
• (b) that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus;
• (c) they agree to become a member of the Company and to be bound by the terms of the Constitution and the terms and conditions of the Offer;
• (d) that the applicant(s), if a natural person, is/are over 18 years of age;

• (e) that, once the Company or a broker receives an Application Form, it may not be withdrawn;

• (f) that they have applied for the number of Shares at the Australian dollar amount shown on the front of the Application Form;

• (g) that they have agreed to being allocated and issued the number of Shares applied for (or a lower number allocated in a way described in this Prospectus), or no Shares at all;
• (h) that they have authorised the Company, the Lead Manager and their respective officers or agents, to do anything on behalf of the applicant(s) necessary for Shares to be allocated to the applicant(s), including to act on instructions received by the Share Registry upon using the contact details in the Application Form;
• (i) that the Company may not pay dividends, or that any dividends paid may not be franked;
• (j) that the information contained in this Prospectus is not financial product advice or a recommendation that Shares are suitable for applicant(s), given the investment objectives, financial situation and particular needs (including financial and taxation issues) of the applicant(s);
• (k) that the applicant(s) is/are a resident of Australia (except as applicable to the Chairman's List Offer);
• (l) that the Offer may be withdrawn by the Company or may otherwise not proceed in the circumstances described in this Prospectus; and
• (m) that if listing does not occur for any reason, the Offer will not proceed.

Completed Application Forms must be dealt with in accordance with the instructions on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5:00pm (WST) on the Closing Date, which is currently scheduled to occur on 1 September 2021.

Applications under the Offer must be accompanied by payment in full in Australian currency in accordance with the instructions set out on the Application Form.

The Company will also accept payment on a delivery versus payment (DvP) basis, provided that Shares under the Offer will be issued at the same time as all other Shares are issued under the Offer. Please contact your broker if you wish to pay for Shares under the Offer on a DvP basis.

Where no issue is made under the Offer, Application monies will be refunded (without interest) to the Applicants as soon as practicable after the Closing Date.

The Company reserves the right to close the Offer early.

4.12. ALLOCATION POLICY UNDER THE OFFER

The allocation of Shares between the Broker Firm Offer and the Chairman's List Offer will be determined by the Company in agreement with the Lead Manager. The Company, in agreement with the Lead Manager, has absolute discretion regarding the basis of allocation of Shares under the Offer.

No applicant under the Offer has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors (in conjunction with the Lead Manager) will be influenced by the following factors:

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

The Company will not be liable to any person not allocated Shares or not allocated the full amount applied for.

4.13. ASX LISTING

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. However, applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be admitted to the Official List. As such, the Shares may not be able to be traded for some time after the close of the Offer.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

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

4.14. ISSUE

Subject to the Minimum Subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each applicant waives the right to claim interest.

The Directors (in conjunction with the Lead Manager) will determine the recipients of the issued Shares in their sole discretion in accordance with the allocation policy detailed in Section 4.12. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Holding statements for Shares issued to the Company sponsored subregister and confirmation of issue for Clearing House Electronic Subregister System (CHESS) holders will be mailed to applicants being issued Shares pursuant to the Offer as soon as practicable after their issue.

4.15. APPLICANTS OUTSIDE AUSTRALIA

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit an offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

4.16. COMMISSIONS PAYABLE

The Company reserves the right to pay a commission of up to 5% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Lead Manager will be responsible for paying all commission that they and the Company agree with any other licensed securities dealers or Australian financial services licensees out of the fees paid by the Company to the Lead Manager under the Mandate.

4.17. TAXATION

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer.

4.18. WITHDRAWAL OF OFFER

The Offer may be withdrawn at any time. In this event, the Company will return all application monies (without interest) in accordance with applicable laws.

1. COMPANY AND PROJECT OVERVIEW

5. COMPANY AND PROJECT OVERVIEW

5.1. BACKGROUND

The Company is an unlisted no liability public company incorporated on 9 December 2020 for the purpose of acquiring, exploring and developing gold projects in the Eastern Goldfields Region of Western Australia.

The Company's key Prospect area is Calypso, although several other Prospect areas within the 151 mineral exploration and mining tenement and tenement application group making up the Malcolm Project (Project) are well advanced. Refer to Table 1 below for a summary of the Prospects and Sub-Prospects identified by the Company at the Project as at the date of this Prospects. Since incorporation, the Company has undertaken a process of consolidating interests in the tenements making up the Project, with agreements completed for the acquisition of tenements and joint venture interests from a number of prospectors and listed companies. This has resulted in the Company granting royalties of 2% – 2.5% over certain of the Project tenements, details of which are set out in Section 9.2.

Numerous anomalous gold areas have been identified via historical drilling and sampling in a district speckled with old workings, alluvial patches, significant drill intersections and historical high grade gold production.

The centrally positioned Malcolm Mining Centre, a significant producer in its day, produced almost 50,000ozs (62,485t @ 23.5g/t Au) from the turn of last century up until 1954.

Refer to Section 5.3, the independent geologist's report in Annexure A and the solicitor's report on tenements in Annexure B for further detail with respect to the Project.

5.2. PROJECT OVERVIEW

The Project area is located in the Central Eastern Goldfields within the Mt Malcolm District of the Mt Margaret Mineral Field in Western Australia.

The semi contiguous tenement package is made up of 122 prospecting licences, 21 prospecting licence applications, 2 mining leases, 2 mining lease applications and 3 exploration licences and covers approximately 274km2 centred around the locale of Mt Malcolm and the abandoned gold mining town of Malcolm. The Project area is positioned approximately 10-25km east and north-east of Leonora, overlying a 30km strike segment of the Keith Kilkenny Tectonic Zone (KKTZ) surrounded by the prospective Malcolm and Minerie Greenstone Belts of the Kurnalpi Terrain.

The KKTZ is a major craton scale disjointed mega structure comprising a series of highly strained mantle tapping fault zones that can be traced over 400km, the structure is regarded as a conduit for mineralised metasomatic fluid migration. The secondary and tertiary structures emanating from the KKTZ are regarded as prospective gold targets.

At Malcolm, gold is structurally controlled within sheared greenstones and the regional stratigraphy has been intensely deformed. Evidence of gold mineralisation along strike of these structures is confirmed by a number of historic workings and scratchings, auriferous occurrences, nugget patches and numerous anomalous (+5g/t Au) drill intersections (refer to the Independent Geologist's Report set out in Annexure A for further detail with respect to historic exploration results in the area of the Project).

The Company's Project comprises a series of disjointed fault/shear riddled zones that hosts numerous gold workings dotted along its entire length.

Figure 1: Gold Producers within 100km radius of Mt Malcolm, a tier one first class gold province

The surrounding Leonora and Laverton Districts have both produced over 50Moz since gold was first discovered in the areas in 1896. The region is regarded as a well-endowed tier one gold province, second only to the Kalgoorlie area in total gold production.

Figure 2: Prospect areas – Mt Malcolm Gold Project

The Project comprises the Prospect and Sub-Prospect areas set out in Table 1 below:

PROSPECT	SUB-PROSPECTS
Calypso Prospect	Raeside East Sub-Prospect Brasier Sub-Prospect Wool Shed Sub-Prospect
Emu Egg Prospect	Braemore Sub-Prospect
Germatong Prospect	Rabbit Warren South Sub-Prospect Germatong South Sub-Prospect
Malcolm Dam Prospect	Devine Well Sub-Prospect Golden Crown Sub-Prospect Golden Valley Sub-Prospect Malcolm King Sub-Prospect Melita Sub-Prospect Malcolm Down South Sub-Prospect Mt George Prospect
Malcolm Mining Centre Prospect	First and Last Sub-Prospect Dover Castle Sub-Prospect Nicks Knob Sub-Prospect Nine of Hearts Sub-Prospect Dumbartons Sub-Prospect Golden Valley Sub-Prospect Malcolm South Sub-Prospect Raeside East Sub-Prospect

PROSPECT	SUB-PROSPECTS
Mt Stewart Prospect	Paleochannel Sub-Prospect Wool Shed Sub-Prospect
Pig Well Prospect	Allan Well Sub-Prospect
Sunday Picnic Prospect	Around Picnic Sub-Prospect Orphan Sub-Prospect

Table 1: Project Prospects and Sub-Prospects

The greenstone sequence and the regional structural regime is orientated NNW-NW. North trending faults appear to be late in the overall deformation history as they truncate fold axes and other fault sets. Shears or fault zones are persistent for hundreds of metres in strike and range in width from 5m to 150m. Some shear zones are crosscut by the later regional foliation and are therefore likely to have formed relatively earlier in the deformation history.

Asymmetrical kink bands, sigmoidal quartz-carbonate veinlets and right stepping shear development indicate a right lateral sense of movement along north-trending and northwest-trending fault sets. Mineralised quartz veining within these shears occurs as veins, veinlets or boudins. Numerous pits and shafts occur along these structures.

Figure 3: Defined Sub-Prospect areas – Mt Malcolm Gold Project

Figure 4: Schematic Geological Cross Section of the Leonora to Malcolm Greenstone Belt, looking north with graben basin sediments in sheared greenstones sequences

Most of the "old workings" appear to have exploited high grade (>20g/t gold) portions of the veining systems. The original prospectors didn't pursue other styles of gold mineralisation.

The Project has potential for the discovery of economic gold deposits, as the historic workings are numerous and relatively shallow in depth. Potential exists for the definition of resources below the current level of the old workings and along the strike surrounds.

5.3. EXPLORATION STRATEGY AND PROSPECTS

The Company's principal business model is to explore the Project effectively and scientifically aiming to delineate significant and economic gold deposits, which can support the development and operation of a stand-alone long-life gold mine. Considerable effort will also be directed into expanding the companies ground position in the immediate Project area.

Selected target areas are based on historical drill intersections, old workings and intense structural complexity/deformation with numerous intersecting cross cutting shears and faults and brittle/ductile lithological contacts.

5.3.1. CALYPSO PROSPECT

The Calypso Prospect is a shallow dipping gold deposit with mineralisation associated with a variety of NNW trending sedimentary rock types, mainly an intensely altered iron carbonate-pyrite-quartz within a magnetite siltstone and intense carbonate alteration in a relatively unaltered siltstone.

The Calypso Prospect area is structurally complex with both EW and NS fold axial traces. However, its unknown how the interference of these two folds sets has influenced the lithological patterns at the Calypso Prospect itself. Geological evidence suggests that prominent E-SW and NW trending fault zones truncate the fold pair. Gold mineralisation is structurally controlled.

Mineralisation is focused on faulted contacts between the magnetite siltstone and other sedimentary facies including massive flow breccia in a poorly sorted feldspathic matrix, polymictic conglomerate or chloritic siltstone and related to intense quartz-carbonate alteration with or without sericite and pyrite.

Higher gold grades are generally associated with zones of higher pyrite abundance. The area is soil covered and geophysical interpretation, combined with past results, can assist with "fine tuning" target areas.

Initial RC drilling is proposed following data validation. A summary of the Company's planned exploration at the Calypso Prospect is set out in section 3.5 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.2. EMU EGG PROSPECT

Within the Emu Egg Prospect, gold mineralisation is associated with quartz-carbonate-sericite alteration, with sulphide bearing quartz veining emplaced along sheared contact zones between basalt, tuffaceous units, metasediments and ultramafic rocks. The Emu Egg Prospect hosts wide spread areas covered with dry blowing patches.

Proximity to the KKTZ provides a favourable stratigraphic and structural setting for gold mineralisation, where higher gold values appear spatially associated with the higher more prominent magnetic signatures.

The northern segment of the Emu Egg Prospect hosts the Braemore Sub-Prospect and the Malcolm Anticline. Gold mineralisation is primarily associated with sulphide bearing ferruginous quartz veins or stockworks emplaced along NW shear zones positioned along felsic volcaniclastic and metasedimentary phyllitic contacts.

Historical databases including grid transformations and logging/sampling techniques require validation prior to follow-up drill evaluation. A summary of the Company's planned exploration at the Emu Egg Prospect is set out in section 9.3 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.3. GERMATONG PROSPECT

The non-contiguous Germatong Prospect hosts the Rabbit Warren South Sub-Prospect. Historically, the Germatong Prospect has produced less than 500oz of gold. However, the grade of gold is considered high. Gold mineralisation can be linked to quartz-sericite-pyrite-silica altered dacite to andesite fragments that are coincident with north plunging quartz or chert boudins.

The Germatong Prospect area hosts several historical past producers and the area is regarded as under explored. A summary of the Company's planned exploration at the Germatong Prospect is set out in section 8.2 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.4. MALCOLM DAM PROSPECT

The Malcolm Dam Prospect is prospective for gold and base metals. It hosts several old mines, including Golden Crown.

At Golden Crown, which falls within the Malcolm Dam Prospect, gold mineralisation is associated with sericite-quartz-pyrite alteration within sheared andesite fragmentals adjacent to relatively more competent lava flows and localised high-grade ore shoots (quartz boudins) within carbonated basalt, that plunge shallowly (30°) north.

The prospective Sunset Well Shear Zone, which is traceable over 10km, truncates the Malcolm Dam Prospect with a NW orientation and the NW extensions of the nearby Black Cap Shear Zone, which extends further south into Malcolm Mining Centre, are considered to be the Malcolm Dam Prospect's primary target areas.

A summary of the Company's planned exploration at the Malcolm Dam Prospect is set out in section 4.7 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.5. MT GEORGE PROSPECT

The geology at the Mt George Prospect consists of a sequence of mafic intrusives and felsic sediments. Several old workings occur within intrusive quartz rich porphyries that intrude the sheared mafic sequences.

Magnetic interpretation has isolated an unusual curved linear feature that is coincident with the location of the workings. The Mt George Prospect area has been subject to minimal modern exploration. The strike extensions of the workings and the semi-rounded magnetic structural zone present as immediate walk-up drill targets.

A summary of the Company's planned exploration at the Mt George Prospect is set out in section 11.3 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.6. MALCOLM MINING CENTRE PROSPECT

The Malcolm Mining Centre Prospect hosts the Dover Castle, Dumbartons, Golden Valley, Midas, Nicks Knob, Malcolm King, Nine of Hearts and Dover Castle South Sub-Prospects.

The tenement group surrounds the old Malcolm townsite. The Midas mine, one of the richest in the district, returned crushing grades of over 1oz/t from the lower 50m level.

Target areas at the Malcolm Mining Centre Prospect are focused along the auriferous extensive Black Cap Shear Zone that truncates the area in a northerly to NW direction. The shear is an intensely sheared mafic schist with carbonate-chlorite alteration and quartz veining. Historical exploration has focused in and around many of the old workings and neglected the potential strike extensions. The entire shear zone length including the old workings presents as an exploration drill target.

A summary of the Company's planned exploration at the Malcolm Mining Centre Prospect is set out in section 6.7 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.7. MT STEWART PROSPECT

At the Mt Stewart Prospect, the geological contact between the felsic and ultramafic-shale-mafic succession presents as a favourable structural and lithological position for gold concentration.

The north westerly striking greenstone lithologies also host the southern extension of the extensive Sunday Shear Zone. The structure has been subject to limited exploration and the strike extensions of the structural feature presents as an immediate drill target.

A summary of the Company's planned exploration at the Mt Stewart Prospect is set out in section 7 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.8. PIG WELL PROSPECT

The Pig Well Prospect area was a noteworthy producer prior to 1910. The nearby excised Gambier Lass workings group produced 8,075oz at a rich grade (28.75g/t Au) from undeformed quartz veining systems within reworked epiclastic and conglomeritic rocks of the sediment filled Pig Well Graben.

Outcrop at the Pig Well Prospect is sparse to non-existent. Recent colluvial and alluvial sediments obscure the majority of the underlying Archaean geology. Weathering ranges from moderate to intense throughout the Pig Well Prospect Area. However, the same lithological sequence at Gambier Lass underlies the majority of the Pig Well Prospect area, being the infilling Graben epiclastic sediments, the intrusive mineralisation veining event is late stage. The mineralisation occurrence, as at the nearby Mertondale Mines (445koz @ 1.24g/t Au (KIN:ASX)) are also interpreted as a late-stage event in contrast to the Sons of Gwalia gold mineralisation event, which is viewed as early Archean.

The gold mineralisation trend and intra-graben shear zones, sub-parallel to the faulted graben contacts, extend NW-SE through the Pig Well Prospect area. The inter graben shear zones are also sub-parallel to and east of the eastern KKTZ contact. They are evident throughout the basin presenting as the structural focus for further exploration.

High grade shoot controlled veining systems are the target at the Pig Well Prospect. Mineralisation and lodes mined by the "old timers" were short and disjointed. However, the gold yield was almost an ounce per tonne. The larger more continuous structural lineation's and areas surrounding the workings present as drill targets.

A summary of the Company's planned exploration at the Pig Well Prospect is set out in section 10.4 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.3.9. SUNDAY PICNIC PROSPECT

The prospective Sunday-Picnic Shear Zone is located in the centre of the Project area, within an elongate greenstone wedge positioned between the KKTZ and the Pig Well Graben. Mineralised structures identified to date that parallel the KKTZ are interpreted as splays emanating from the KKTZ. The structural trend is disrupted by cross faulting that has assisted in localising gold mineralisation in the area. A number of historical workings occur throughout the Sunday Picnic Prospect area

The Sunday Picnic Prospect, together with its north westerly and south easterly strike extensions will be the primary target areas. Local lithologies include sheared basalt, quartz rich clastic sediments, ultramafics, intrusive porphyries and reworked felsic tuffs. Gold at the historic Sunday open pit mine occurs in quartz stockworks, oxidised sediments and quartz/carbonate flooded breccia. Mineralisation has been identified along the length of the shear associated with anomalous arsenic, sericitic alteration and bleaching which is associated with shearing sub-parallel to the regional foliation and lithology.

Drill targets at the Sunday Picnic Prospect include the sediment contacts along the Picnic Shear Zone and dolerite-sediment contacts along the Sunday Shear Zone including the Orphan Sub-Prospect further north. Strike extensions and additional occurrences of this type of known mineralisation are being targeted.

A summary of the Company's planned exploration at the Sunday Picnic Prospect is set out in section 5.7 of the Independent Geologist's Report set out in Annexure A of the Prospectus.

5.4. PROPOSED EXPLORATION AND EXPENDITURE

The Company is managed by competent and experienced industry professionals with a strong background in mineral exploration and administration of mineral assets. Additionally, the Company has professional associations with and access to some of the industry's best corporate and mining resource consultants.

The Project is in an area with a proven track history of exploration success and significant mining and production of gold and other minerals. The Project is centred around the local of Malcolm near Leonora WA. The Company believes that its Prospects offer excellent potential for the discovery of new economic mineral deposits and within the next (2) two years intends to:

• (a) conduct regional geological mapping and geochemical sampling programs;
• (b) carry out exploration drilling programs on generated target areas;
• (c) undertake focused and systematic exploration and scientific research programs; and
• (d) aggressively seek exploration and development opportunities of other targets and quality projects that meet the Company's development objectives and where appropriate and if opportunities arise, examine the possibilities of joint ventures and other related business and commercial opportunities that will create value and wealth for Shareholders.

The Project has the potential to host economic gold mineralisation and opportunities exist to further enhance and build on the substantial exploration data assembled to date.

The Company has defined an Exploration Target at the Calypso Prospect, estimated to be between 2.9 Mt and 3.9 Mt at grades ranging from 1.6 g/t to 2.2 g/t Au. Refer to section 13.1 of the Independent Geologist's Report set out in Annexure A of the Prospectus for further detail with the estimated Exploration Target at the Project, including the basis on which it has been estimated and the work to be undertaken to test the Prospect.

In addition to the Exploration Target, there are several Prospect areas that the Company considers to be potentially prospective. Prospects such as the Sunday Picnic Prospect, Dumbartons Prospect and Dumbartons South Prospect all have significant exploration potential in the opinion of the Board.

Secondly, the KKTZ is a significant regional structural dislocation that can be traced over 400 km and is up to 5-8 km wide. The structure is a disjointed shear/fault riddled zone that hosts numerous gold and nickel mines dotted along its entire length. The megastructure, including associated splay faults, is regarded as a deep-seated mantle tapping structural lineation and a conduit for mineralised fluids. The entire structural feature and adjoining faulted areas are regarded as prospective for gold mineralisation.

The Company's proposed exploration budget is set out in Table 2 below.

PROSPECT	YEAR 1	YEAR 2	TOTAL
Calypso Prospect	339,000	377,000	716,000
Malcolm Dam Prospect	376,000	468,000	844,000
Sunday – Picnic Prospect	320,000	331,000	651,000
Malcolm Mining Center Prospect	529,000	633,000	1,162,000
Mt Stewart Prospect	110,000	133,000	243,000
Germatong Prospect	154,000	150,000	304,000
Emu Egg Prospect	241,000	242,000	483,000
Pig Well Prospect	124,000	130,000	254,000
Mt George Prospect	183,000	160,000	343,000
TOTALS	2,376,000	2,624,000	5,000,000

Table 2: Proposed Combined Two-Year Exploration Budget.

5.5. KEY DEPENDENCIES

The key dependencies of the Company's business model include:

• (a) completing the Offer;
• (b) the Company's ability to continue to negotiate timely access at the Prospects making up the Project, in order to undertake its proposed exploration programs;
• (c) retaining title to the tenements making up the Project;
• (d) retaining and recruiting key personnel skilled in the exploration and mining sector;
• (e) sufficient worldwide demand for minerals, primarily gold;
• (f) the market price of minerals, primarily gold remaining higher than the Company's costs of any future production (assuming successful exploration by the Company);
• (g) raising sufficient funds to satisfy expenditure requirements, exploration and operating costs in respect of the Project; and
• (h) minimising environmental impact and complying with environmental and health and safety requirements.

5.6. USE OF FUNDS

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following admission of the Company to the Official List of ASX as follows:

FUNDS AVAILABLE	FUNDING ALLOCATION (\$)	PERCENTAGE OF FUNDS (%)
Existing cash reserves1	182,455	2
Funds raised from the Offer	8,000,000	98
Total	8,182,455	100
Project Exploration2	5,000,000	61
Expenses of the Offer3	629,482	8
Administration costs4	2,218,784	27
Working capital5	334,189	4
Total	8,182,455	100

Notes:

• 1. Incorporating \$180,924 in cash as at 31 December 2020, plus \$949,810 raised as seed capital before the date of this Prospectus and \$422,500 expended prior to the date of this Prospectus for purchase of tenements. An additional \$206,000 will be paid to Trevor Dixon immediately prior to the Company's listing on ASX, comprising \$156,000 payable in reimbursement of rents and rates in respect of the Company's acquisition of MMGH and tenements acquired from Mr Dixon (subject to ASX confirmation that such payments will not contravene the ASX Listing Rules) and \$50,000 in accrued but unpaid fees under Mr Dixon's services agreement, together with estimated stamp duty of \$92,610, each of which have been excluded from existing cash reserves. The Company has incurred additional expenses of \$227,169 between 31 December 2020 and the date of this Prospectus, which was incurred in respect of ongoing exploration activities at the Project, the costs of the Offer and working capital.
• 1. Refer to Section 5.4 and the Independent Geologist's Report in Annexure A for further details with respect to the Company's proposed exploration program at the Project.
• 1. Refer to Section 10.9 for further details.
• 1. Administration costs include the general costs associated with the management and operation of the Company's business, administration expenses, consultant fees, management salaries, directors' fees, statutory and non-statutory corporate expenses, rent and other associated costs.
• 1. To the extent that:
• (a) the Company's exploration activities, including the Company's initial review of data for Prospects at the Project warrant further exploration activities; or
• (b) the Company is presented with additional acquisition opportunities,

the Company's working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert's fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company's quotation on ASX.

It is anticipated that the funds raised under the Offer will enable 2 years of full operations. It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend on the success or failure of the Company's exploration at the Project. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Project or to capitalise on acquisition opportunities in the resources sector.

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

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 7.

5.7. CAPITAL STRUCTURE

The capital structure of the Company following completion of the Offer (assuming Minimum and Subscription under the Offer) is summarised below:

SHARES1

	SHARES1
Shares currently on issue2	43,852,001
Shares to be issued pursuant to the Offer3	40,000,000
Total Shares on completion of the Offer4	83,852,001

Notes:

1. The rights attaching to the Shares are summarised in Section 10.2.

2. Comprising:

3. (a) 2,000 Shares issued on incorporation;

4. (b) 10,000,000 Shares issued on 24 February 2021 at an issue price of \$0.10 per Share; and
5. (c) 33,150,001 Shares issued on various dates in consideration for acquisitions completed by the Company prior to the date of this Prospectus (refer to Section 9.2 for further details); and
6. (d) 700,000 Shares issued to Robert Downey, a Director of the Company, in lieu of fees incurred prior to the date of this Prospectus.
7. 1. 40,000,000 Shares to be issued at an issue price of \$0.20 per Share to raise \$8,000,000 under the Offer.
8. 1. As set out in Section 9.2, an additional 1,000,000 Shares will be issued to Magnetic Resources NL upon the tenements the subject of the Magnetic Agreement being extended beyond the current expiry date of 20 August 2021.

OPTIONS

	OPTIONS
Options currently on issue1	6,000,000
Advisor Options 2	2,515,560
Total Options on completion of the Offer	8,515,560

Notes:

1. Options granted to Directors and senior management, exercisable at \$0.30 on or before the date that is 4 years from the date the Company is admitted to the Official List.

2. To be issued to the Lead Manager or its nominees pursuant to the Mandate, a summary of which is set out in Section 9.1.1 and to Banff for the corporate advisory services summarised in Section 9.1.2. Refer to Section 10.4 for the terms and conditions of the Advisor Options.

5.8. SUBSTANTIAL SHAREHOLDERS

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer are set out in the respective tables below.

AS AT THE DATE OF THE PROSPECTUS

SHAREHOLDER	SHARES	OPTIONS	PERCENTAGE (%) (UNDILUTED)	PERCENTAGE (%) (FULLY DILUTED)
Trevor Dixon & Associates1	18,831,000	2,000,000	42.94%	41.79%

Notes:

1. Comprising the following Securities:

2. (a) 1,000 Shares issued on incorporation; and

3. (b) 100,000 Shares issued under a seed capital raising at \$0.10 per Share;
4. (c) 18,730,000 Shares issued as consideration under various acquisition agreements; and
5. (d) 2,000,000 Options exercisable at \$0.30 on or before the date that is 4 years following listing of the Company.

ON COMPLETION OF THE ISSUE OF SHARES UNDER THE OFFER (ASSUMING NO EXISTING SUBSTANTIAL SHAREHOLDER SUBSCRIBES AND RECEIVES ADDITIONAL SHARES PURSUANT TO THE OFFER)

SHAREHOLDER	SHARES	OPTIONS	PERCENTAGE (%) (UNDILUTED)	PERCENTAGE (%) (FULLY DILUTED)
Trevor Dixon & Associates1	19,331,000	2,000,000	23.05%	23.09%
Notes:

1. Comprising the Securities set out in the notes to the table above, plus 500,000 Shares to be subscribed for by Mr Dixon under the Offer.

Trevor Dixon has confirmed to the Company that no Options will be exercised by him to the extent that doing so would result in a breach of the 20% prohibition under the Corporations Act.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

5.9. RESTRICTED SECURITIES

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

While the ASX has not yet confirmed the final escrow position applicable to the Company's Shareholders, the Company anticipates that the following Securities will be subject to escrow:

• (a) 39,852,001 Shares for up to 24 months from the date of quotation; and
• (b) 8,515,560 Options for up to 24 months from the date of quotation.

The number of Securities that are subject to ASX imposed escrow are at ASX's discretion in accordance with the ASX Listing Rules and underlying policy. The above is a good faith estimate of the Securities that are expected to be subject to ASX imposed escrow.

The Company will announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Securities commencing trading on ASX (which admission is subject to ASX's discretion and approval).

5.10. ADDITIONAL INFORMATION

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

• (a) the Independent Geologist's Report in Annexure A for further details about the geology, location and mineral potential of the Company's Project;
• (b) the Solicitor's Report on Tenements in Annexure B for further details in respect of the Company's interests in the Tenements; and
• (c) the Investigating Accountant's Report set out in Annexure C for further details in respect of the Company's financial position.

6. FINANCIAL INFORMATION

6. FINANCIAL INFORMATION

6.1. OVERVIEW OF THE FINANCIAL INFORMATION

The Company was incorporated on 9 December 2020 and acquired the entire issued share capital of Aurum Mining Pty Ltd (Aurum) and Mt Malcolm Gold Holdings Pty Ltd (MMGH) on 23 December 2020. The financial information contained in this Section 6 therefore includes:

• (a) statutory historical financial information of the Company, Aurum and MMGH comprising:
• (i) consolidated historical statement of financial position for the Company as at 31 December 2020;
• (ii) consolidated historical statement of profit or loss and other comprehensive income for the Company for the period from incorporation to 31 December 2020;
• (iii) consolidated historical statement of cash flows for the Company for the period from incorporation to 31 December 2020;
• (iv) historical statement of profit or loss and other comprehensive income of Aurum for the period from its incorporation (6 May 2020) to 30 June 2020 and for the period from 1 July to 23 December 2020; and
• (v) historical statement of profit or loss and other comprehensive income of MMGH for the period from its incorporation (9 January 2020) to 30 June 2020 and for the period from 1 July to 23 December 2020;

(together, the Historical Financial Information); and

(b) pro forma consolidated statement of financial position of the Company as at 31 December 2020 (Pro Forma Historical Financial Information).

The Historical Financial Information and the Pro Forma Historical Financial Information are together referred to in this Prospectus as the Financial Information.

The Financial Information has been reviewed and reported upon by the Investigating Accountant, RSM Corporate Australia Pty Ltd, whose Investigating Accountant's Report is set out in Annexure C of this Prospectus. Investors should note the scope and limitations of that report.

All amounts disclosed in this Section 6 are presented in Australian dollars (\$) and are rounded to the nearest dollar.

Also summarised in this Section 6 are:

• (a) the basis of preparation of the Financial Information (refer to Section 6.2);
• (b) a summary of the Company's dividend policy (refer to Section 6.7); and
• (c) a summary of the Company's significant accounting policies (refer to Section 6.5.2).

The information in this Section 6 should be read in conjunction with the risk factors set out in Section 7 and other information contained in this Prospectus.

6.2. BASIS OF PREPARATION OF THE FINANCIAL INFORMATION

The Historical Financial Information has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards and the accounting policies adopted by the Company, as detailed in Section 6.5.2.

The Pro Forma Historical Financial Information has been prepared solely for inclusion in this Prospectus. It has been derived from the Historical Financial Information and includes pro forma adjustments for certain subsequent events and transactions associated with the Offer (as detailed in Section 6.5.1) as if those events and transactions had occurred as at 31 December 2020.

The Financial Information in this Section 6 is presented in an abbreviated form and does not include all of the disclosures, statements or comparative information required by Australian Accounting Standards and other mandatory reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

The Historical Financial Information has been extracted from:

• (a) the consolidated general purpose financial statements of the Company for the period from its incorporation to 31 December 2020, which were reviewed by RSM Australia Partners in accordance with Australian Auditing Standards applicable to review engagements, and on which RSM Australia Partners issued an unmodified review conclusion;
• (b) the special purpose financial statements of Aurum for the period from its incorporation (6 May 2020) to 30 June 2020, which were audited by RSM Australia Partners, which issued an unmodified audit opinion on those financial statements;
• (c) the special purpose financial statements of MMGH for the period from its incorporation (9 January 2020) to 30 June 2020, which were audited by RSM Australia Partners, which issued an unmodified audit opinion on those financial statements; and
• (d) management accounts of Aurum and MMGH for the period from 1 July 2021 to 23 December 2021, which have been reviewed by the Investigating Accountant.

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

6.3. STATUTORY HISTORICAL FINANCIAL INFORMATION

6.3.1. STATUTORY HISTORICAL FINANCIAL INFORMATION FOR THE COMPANY

The table below sets out the consolidated statement of profit or loss and comprehensive income of the Company from its incorporation to 31 December 2020:

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	PERIOD ENDED 31-DEC-20 \$
Expenses
Corporate expenses	(22,500)
Exploration and evaluation expense1	(2,157,973)
Loss before income tax	(2,180,473)
Income tax expense	-
Loss after income tax expense	(2,180,473)
Other comprehensive income/(expense) for the period	-
Total comprehensive loss	(2,180,473)

1. Amounts recorded as exploration and evaluation expenses in the period ended 31 December 2020 comprise the excess of the consideration to acquire the issued shares of Aurum and MMGH over the fair value of the net assets acquired.

The table below sets out the consolidated statement of cash flows of the Company from its incorporation to 31 December 2020:

STATEMENT OF CASH FLOWS	PERIOD ENDED 31-DEC-20 \$
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash from acquisition of subsidiaries	180,924
Net cash flows from investing activities	180,924
Net increase in cash and cash equivalents	180,924
Cash and cash equivalents at beginning of financial period	-
Cash and cash equivalents at end of financial period	180,924

6.3.2. STATUTORY HISTORICAL FINANCIAL INFORMATION FOR AURUM

The table below sets out the statement of profit or loss and comprehensive income of Aurum for the period from its incorporation to 30 June 2020 and for the period from 1 July to 23 December 2020:

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	PERIOD ENDED 30-JUN-20 \$	PERIOD ENDED 23-DEC-20 \$
Expenses
Corporate expense	-	(10,863)
Legal expense	(10,000)	-
Administration expense	(1)	(127)
Exploration expense	-	(9,614)
Loss before income tax expense	(10,001)	(20,604)
Income tax expense	-	-
Loss after income tax expense	(10,001)	(20,604)
Other comprehensive income for the financial period, net of tax	-	-
Total comprehensive loss	(10,001)	(20,604)

The table below sets out the statement of cash flows of Aurum for the period from its incorporation to 30 June 2020 and for the period from 1 July to 23 December 2020:

STATEMENT OF CASH FLOWS	PERIOD ENDED 30-JUN-20 \$	PERIOD ENDED 23-DEC-20 \$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (inclusive of GST)	(11,000)	(20,454)
Net cash used in operating activities	(11,000)	(20,454)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital	87,000	124,320
Net cash flows from finance activities	87,000	124,320
Net increase in cash and cash equivalents	76,000	103,866
Cash and cash equivalents at beginning of financial period	-	76,000
Cash and cash equivalents at end of financial period	76,000	179,866

6.3.3. STATUTORY HISTORICAL FINANCIAL INFORMATION FOR MMGH

The table below sets out the statement of profit or loss and comprehensive income of MMGH for the period from its incorporation to 30 June 2020 and for the period from 1 July to 23 December 2020:

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	PERIOD ENDED 30-JUN-20 \$	PERIOD ENDED 23-DEC-20 \$
Other income	-	112,836
Expenses
Corporate expense	-	(8,180)
Administration expense	-	(1,525)
Tenement related expense	(2,485)	(38,389)
Profit/(loss) before income tax expense	(2,485)	64,742
Income tax expense	-	-
Profit/(loss) after income tax expense	(2,485)	64,742
Other comprehensive income for the financial period, net of tax	-	-
Total comprehensive profit/(loss)	(2,485)	64,742

The table below sets out the statement of cash flows of MMGH for the period from its incorporation to 30 June 2020 and for the period from 1 July to 23 December 2020:

STATEMENT OF CASH FLOWS	PERIOD ENDED 30-JUN-20 \$	PERIOD ENDED 23-DEC-20 \$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (inclusive of GST)	(2,526)	(63,916)
Net cash used in operating activities	(2,526)	(63,916)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for option fee – purchase of tenements (inclusive of GST)	(55,000)	-
Net cash used in investing activities	(55,000)	-
CASH FLOWS FROM FINANCING ACTIVITIES
Advanced from director – Trevor Dixon	59,000	62,500
Proceeds from issue of share capital	1,000	-
Net cash flows from financing activities	60,000	62,500
Net increase in cash and cash equivalents	2,474	(1,416)
Cash and cash equivalents at beginning of financial period	-	2,474
Cash and cash equivalents at end of financial period	2,474	1,058

6.4. HISTORICAL AND PRO FORMA STATEMENT OF FINANCIAL POSITION

The table below sets out the historical consolidated statement of financial position of the Company as at 31 December 2020, extracted from the reviewed financial statements, and the pro forma consolidated statement of financial position of the Company as at that date.

AS AT 31 DECEMBER 2020	NOTE	REVIEWED \$	SUBSEQUENT EVENTS UNAUDITED \$	PRO FORMA ADJUSTMENTS UNAUDITED \$	PRO FORMA UNAUDITED \$
ASSETS
Current Assets
Cash and cash equivalents	6.5.3	180,924	537,310	7,071,908	7,790,142
Trade and other receivables		37,507	-	-	37,507
Total Current Assets		218,431	537,310	7,071,908	7,827,649
Non-Current Assets
Other deposits	6.5.4	50,000	(50,000)	-	-
Exploration and evaluation expenditure	6.5.5	-	1,537,500	148,610	1,686,110
Total non-current assets		50,000	1,487,500	148,610	1,686,110
TOTAL ASSETS		268,431	2,024,810	7,220,518	9,513,759
LIABILITIES
Current Liabilities
Trade and other payables	6.5.6	199,729	-	(150,000)	49,729
TOTAL CURRENT LIABILITIES		199,729	-	(150,000)	49,729
TOTAL LIABILITIES		199,729	-	(150,000)	49,729
NET ASSETS		68,702	2,024,810	7,370,518	9,464,030
EQUITY
Contributed equity	6.5.7	2,249,175	2,094,810	7,545,618	11,889,603
Reserves	6.5.8	-	252,000	231,432	483,432
Accumulated losses	6.5.9	(2,180,473)	(322,000)	(406,532)	(2,909,005)
TOTAL EQUITY		68,702	2,024,810	7,370,518	9,464,030

6.5. NOTES TO THE FINANCIAL INFORMATION

6.5.1. BASIS OF PREPARATION OF PRO FORMA STATEMENT OF FINANCIAL POSITION

The pro forma statement of financial information has been prepared by adjusting the statutory consolidated statement of financial position of the Company as at 31 December 2020 to reflect the financial effects of certain subsequent events which have occurred since 31 December 2020 and other transactions which are proposed to occur immediately before or following completion of the Offer.

The following adjustments have been made in relation to events subsequent to 31 December 2020:

• (a) on 24 February 2021 the Company completed the issue of 10,000,000 Shares at \$0.10 per Share raising gross proceeds of \$1,000,000, with associated capital raising costs of \$40,190;
• (b) 5,000,000 unlisted options were issued to the directors and 1,000,000 unlisted options were issued to consultants, which will convert to Shares on a one for one basis exercisable at \$0.30 per option with an expiry date of four years from the date of listing on the ASX, with a valuation of \$210,000 and \$42,000 respectively;
• (c) 700,000 Shares at \$0.10 per Share were issued to director Robert Downey in lieu of fees;
• (d) between 31 May and 21 June 2021 the Company:
• (i) exercised the option with Torian Resources Limited and Cascade Resources Limited, resulting in the 100% ownership of 19 tenements and 51% ownership of an additional 47 tenements which formed part of five joint ventures, for cash consideration of \$350,000 (in addition to the amount of \$50,000 paid on grant of the option granted by Torian Resources Limited, which was paid prior to 31 December 2021);
• (ii) acquired the remaining interest in those 47 tenements from the other joint venture partners for cash consideration of \$4,500 and the issue of 3,925,000 Shares at a deemed price of \$0.10 per Share; and
• (iii) acquired a further 60 tenements in the same Mt Malcolm area for cash consideration of \$68,000 and 6,725,000 Shares at a deemed price of \$0.10 per Share (including the issue of 6,040,000 Shares to Trevor Dixon).

The following pro forma adjustments have been made in relation to transactions which are yet to occur, but are proposed to occur immediately before or following completion of the capital raising:

• (e) the issue of 40,000,000 Shares at \$0.20 each to raise \$8,000,000 before costs pursuant to the Offer;
• (f) the payment of cash costs related to the Offer estimated at \$629,482;
• (g) the issue of 1,257,780 options exercisable at \$0.30 on or before the date that us 3 years from listing (Advisor Options) to Morgans as part of its fees for acting as Lead Manager in connection with the Offer;
• (h) the issue of 1,257,780 Advisor Options to Banff in consideration for corporate advisory services in connection with the Company's listing;
• (i) the settlement of existing amounts of \$56,000 due to director Trevor Dixon in connection with the acquisition of certain tenements from him;
• (j) the settlement of existing amounts of \$100,000 due to director Trevor Dixon in connection with the acquisition of MMGH;
• (k) estimated duty of \$92,610 payable in connection with tenement acquisitions; and
• (l) the settlement of existing amounts of \$50,000 in accrued but unpaid salary payable to Trevor Dixon,

(together, the Pro Forma Adjustments).

6.5.2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of consolidation

The consolidated financial information of the Company incorporates the assets and liabilities of Mt Malcolm Mines NL ("parent entity") and its subsidiaries as at 31 December 2020 and includes the results of the subsidiaries from the date of acquisition to 31 December 2020. The Company and its subsidiaries together are referred to in this Section 6.5.2 as the "consolidated entity".

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss

(b) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Interest income is brought to account on an accruals basis using the effective interest rate method and, if not received at the end of the reporting period, is reflected in the statement of financial position as a receivable.

(c) Income tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, deferred tax assets and liabilities are not recognized where the timing of the reversal of temporary differences can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(d) Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part 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 tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(e) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the statement of cash flow presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

(f) Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables are grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(g) Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves.

(h) Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial period and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Issued Capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(j) Dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.

(k) Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisitiondate.

Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

(l) Asset acquisition not constituting a business

When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset or expensed in accordance with the consolidated entity's accounting policy.

(m) Current and non-current classifications

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

(n) Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. There are no material judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year

(o) Share based payments

Share-based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees receive equity instruments as consideration for services rendered (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.

The statement of profit or loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

6.5.3. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS	\$
As at 31 December 2020	180,924
Subsequent events:
Pre-IPO capital raising (note 6.5.1(a))	959,810
Purchase of tenements (note 6.5.1(d))	(422,500)
Pro forma adjustments:
Proceeds from the Offer under this Prospectus (note 6.5.1(e))	8,000,000
Capital raising costs and listing expenses (note 6.5.1(f))	(629,482)
Payment of amounts due to director (note 6.5.1(i), (j) and (l))	(206,000)
Stamp duty on purchase of tenements (note 6.5.1(k))	(92,610)
Pro forma cash and cash equivalents	7,790,142

6.5.4. OTHER DEPOSITS

OTHER DEPOSITS	\$
As at 31 December 2020	50,000
Subsequent events:
Exercise of option to purchase tenements (note 6.5.1(d)(i))	(50,000)
Pro forma other deposits	-

6.5.5. EXPLORATION AND EVALUATION EXPENDITURE

EXPLORATION AND EVALUATION EXPENDITURE	\$
As at 31 December 2020	-
Subsequent events:
Exercise of option to purchase tenements (note 6.5.1(d)(i))	50,000
Purchase of tenements (note 6.5.1(d)(i) to (iii))	1,487,500
Pro forma adjustments:
Payment of amounts due to director (note 6.5.1(i))	56,000
Stamp duty on purchase of tenements (note 6.5.1(k))	92,610
Pro forma exploration and evaluation expenditure	1,686,110

6.5.6. TRADE AND OTHER PAYABLES

TRADE AND OTHER PAYABLES	\$
As at 31 December 2020	199,729
Pro forma adjustments:
Payment of amounts due to director (note 6.5.1(j) and (l))	(150,000)
Pro forma trade and other payables	49,729

6.5.7. CONTRIBUTED EQUITY

CONTRIBUTED EQUITY	NUMBER OF SHARES	\$
As at 31 December 2020	22,502,001	2,249,175
Subsequent events:
Pre-IPO capital raising, net of costs (note 6.5.1(a))	10,000,000	959,810
Shares issued to R Downey in lieu of fees (note 6.5.1(c))	700,000	70,000
Issue of Shares for purchase of tenements (note 6.5.1(d))	10,650,000	1,065,000
Pro forma adjustments:
Proceeds from the Offer under this Prospectus (note 6.5.1(e)	40,000,000	8,000,000
Cash costs associated with the Offer (note 6.5.1(f))	-	(454,382)
Pro forma contributed equity	83,852,001	11,889,603

6.5.8. RESERVES

RESERVES	NUMBER OF OPTIONS	\$
As at 31 December 2020	-	-
Subsequent events:
Issue of Directors Options (note 6.5.1(b))	5,000,000	210,000
Issue of Consultant Options (note 6.5.1(b))	1,000,000	42,000
Pro forma adjustments:
Issue of Advisor Options (note 6.5.1(g) and (h))	2,515,560	231,432
Pro forma reserves	8,515,560	483,432

(a) Unlisted options – Directors

5,000,000 unlisted options were issued to the directors on the following allocations:

Director	Number of Options	Value of Options(\$)
Trevor Dixon	2,000,000	84,000
Robert Downey	1,000,000	42,000
Daniel Tuffin	1,000,000	42,000
Gary Powell	1,000,000	42,000
Total	5,000,000	210,000

These options will convert to Shares on a one for one basis exercisable at \$0.30 per option with an expiry date four years after the ASX listing date and have no vesting conditions attached. The options have been valued using a standard trinomial option pricing model, with key inputs being:

Assumptions	Value
Term to expiry	Four years
Market price of shares	\$0.10
Exercise price of options	\$0.30
Risk free interest rate	0.80%
Volatility	100%
Dividends	0%
Value per option	\$0.042

(b) Unlisted options – Consultant

1,000,000 unlisted options were issued to a Consultant.

These options will convert to Shares on a one for one basis exercisable at \$0.30 per option with an expiry date four years after the ASX listing date and have no vesting conditions attached. The options have been valued using a standard trinomial option pricing model with key inputs being:

Assumptions	Value
Term to expiry	Four years
Market prices of shares	\$0.10
Exercise price of options	\$0.30
Risk free interest rate	0.80%
Volatility	100%
Dividends	0%
Value per option	\$0.042

(c) Unlisted options – Advisor Options

On completion of the listing 2,515,560 unlisted options are to be issued to the Lead Manager and Banff.

These options will convert to Shares on a one for one basis exercisable at \$0.30 per option with an expiry date three years after the ASX listing date and have no vesting conditions attached. The options have been valued using a standard trinomial option pricing model with key inputs being:

Assumptions	Value
Term to expiry	Three years
Market prices of shares	\$0.20
Exercise price of options	\$0.30
Risk free interest rate	0.20%
Volatility	100%
Dividends	0%
Value per option	\$0.092

6.5.9. ACCUMULATED LOSSES

ACCUMULATED LOSSES	\$
As at 31 December 2020	(2,180,473)
Subsequent events:
Shares issued to R Downey in lieu of fees (note 6.5.1(c))	(70,000)
Issue of Directors Options (note 6.5.1(b))	(210,000)
Issue of Consultant Options (note 6.5.1(b))	(42,000)
Pro forma adjustments:
Listing costs expensed (note 6.5.1(f))	(175,100)
Issue of Advisor Options (note 6.5.1(g) and (h))	(231,432)
Pro forma accumulated losses	(2,909,005)

6.6. CONTINGENT LIABILITIES

As set out in Section 9.2 the Company has agreed to pay certain royalties to the vendors of tenements, based on the amount of revenue derived from minerals produced and sold from those tenements. Other than with respect to those royalties, neither the Company nor its subsidiaries had any contingent liabilities as at 31 December 2020 or as at the date of this Prospectus.

6.7. DIVIDEND POLICY

The Company does not expect to declare any dividends after the completion of the Offers. Any future determination as to the payment of dividends by the Company will be at the discretion of the Board 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 Board. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

6.8. FORECAST FINANCIAL INFORMATION

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings beyond expected listing date on the basis that the operations of the Company are inherently uncertain. 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.

7. RISK FACTORS

7.1. INTRODUCTION

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2. COMPANY SPECIFIC RISKS

(a) Limited history

The Company was only recently incorporated (9 December 2020) and has limited operating history and financial performance. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Project and other projects in which the Company mar acquire an interest. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(b) Third party interests

As set out in Section 9.2, the Company acquired a majority of the tenements making up the Project from third parties. The agreements under which the Company acquired these tenements are currently with the WA Office of State Revenue for duty assessment and the tenements are not yet registered in the name of the Company. Transfers of the tenements to the Company will be registered with DMIRS following assessment and payment of duty.

Pursuant to a Tenement Sale Agreement with Magnetic, if certain prospecting licences the subject of that agreement that are due to expire on 20 August 2021 are renewed on or before 31 December 2021, the Company will be required to issue 1,000,000 Shares, following which legal title to those tenements will be transferred to the Company. If these tenements (which fall within the Calypso Prospect and Malcolm Mining Centre Prospect) are not renewed by that date, the Company will not be entitled to acquire the relevant tenements. The relevant prospecting licences are on the border of the Calypso Prospect and do not form part of the area over which the Exploration Target has been estimated (refer to section 13 of the Independent Geologist's Report set out in Annexure A of this Prospectus).

The Company is not aware of any reason that these prospecting licences will not be extended and therefore considers it likely that the licences will be acquired and the Shares will be issued post-listing. Should the relevant tenements not be acquired by the Company, the Company's proposed exploration at the Calypso Prospect and Malcolm Mining Centre Prospect will focus only on areas of those Prospects for which granted tenements are held by the Company.

In addition, the Company will be under an obligation to pay royalties to certain vendors of tenements. Noncompliance by the Company with its royalty obligations may result in action being taken against the Company.

(c) 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.

(d) Future Funding

The funds raised under the Offer are considered sufficient to meet the immediate objectives of the Company. Further funding may be required by the Company in the event costs exceed estimates or revenues do not meet estimates, to support its ongoing operations and implement its strategies. For example, funding may be needed to undertake further exploration activities, or acquire complementary assets.

Accordingly, the Company may need to engage in equity or debt financings to secure additional funds. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the Offer price or may involve restrictive covenants that limit the Company's operations or business strategy.

There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain sufficient financing for the Company's activities and future projects may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential growth of the Company.

(e) Exploration costs

The exploration costs of the Company, as summarised in Section, are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

(f) Exploration success

The Prospects are at various stages of exploration, and potential investors should understand that mineral exploration and development are speculative and high-risk undertakings that may be impeded by circumstances and factors beyond the control of the Company. Success in this process involves, among other things:

• (i) discovery and proving-up, or acquiring, an economically recoverable resource or reserve;
• (ii) access to adequate capital throughout the acquisition/discovery and project development phases;
• (iii) securing and maintaining title to the Tenements;
• (iv) obtaining required development consents and approvals necessary for the acquisition, mineral exploration, development and production phases; and
• (v) accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

Notwithstanding that an exploration target has been estimated at the Calypso Prospect (refer to section 13 of the Independent Geologist's Report set out in Annexure A of the Prospectus for further details), there can be no assurance that exploration of the Project, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

While historic non-JORC inferred mineral resources have been estimated at the Project in the past (refer to sections 3.2, 5.4, 5.5 and 13.2 of the Independent Geologist's Report set out in Annexure A of the Prospectus for further details), the Company has not yet published resource estimates for any Prospect. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved.

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, changing government regulations and many other factors beyond the control of the Company.

The exploration costs of the Company described in the Independent Geologist's Report are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

(g) Results of Studies

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

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

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

(h) Agents and contractors

The Company intends to outsource substantial parts of its exploration activities pursuant to service 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.

(i) Currently no market

There is currently no public market for the Company's Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company's Shares will develop or continue after the Offer.

The price at which the Company's Shares trade on ASX after listing may be higher or lower than the Offer Price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company's Shares will develop or that the price of the Shares will increase.

There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

(j) Restricted securities reducing liquidity

Subject to the Company being admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities (or will be subject to voluntary escrow restrictions) and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid, which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner.

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

7.3. INDUSTRY SPECIFIC RISKS

(a) Tenement applications and renewals

The tenements making up the Project are at various stages of application and grant, with a number of tenements under application. There can be no assurance that the tenement applications that are currently pending will be granted. There can be no assurance that when the tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. The Company is unaware of any circumstances that would prevent the tenement applications from being granted, however the consequence of being denied the applications for reasons beyond the control of the Company could be significant.

Mining and exploration tenements are subject to periodic renewal and a number of the tenements making up the Project have either passed their expiry or are due to expire imminently. In this regard, 20 prospecting licences have past the expiry date of their first 4 year term with extensions applied for but not yet granted and a further 29 tenements due to expire in July and August 2021. All bar one of those tenements (the exception being P37/8314, forming part of the Mt George Prospect) will be at the end of its first four year term and therefore an application can be made to extend the term for a further four years. With respect to P37/8314, the Company has applied to convert the area to a mining lease in order to retain title to this area.

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

The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant.

Refer to the Solicitor's Report on Tenements in Annexure B for further information on the Company's tenements and applications.

(b) Tenement Access

A number of the Tenements overlap certain third party interests that may limit the Company's ability to conduct exploration and mining activities including private land, a petroleum pipeline access area, Crown Reserves, pastoral leases, registered areas of Aboriginal heritage, areas covered by native title determinations and areas on which native title is yet to be determined.

The Company is not currently party to a heritage agreement with native title holders, pastoral lessees or the holder of a petroleum pipeline access area within the area of the Project or with any other third parties that hold interests in the land covered by the area of the Tenements. The Company is in the process of negotiating heritage agreements in respect of tenements over which native title has been determined or on which a native title claim has been made and access agreements in respect of tenements over which other third party interests exist. If the Company is unable to negotiate access agreements, the Company's exploration activities will be inhibited, which may have an adverse effect on the Company's operations and trading prices.

Please refer to the Solicitor's Report on Tenements in Annexure B for further details.

(c) Conditions to tenements

Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and licences by the State. The Company is subject to the Mining Act 1978 (WA) (Mining Act) and the Company has an obligation to meet conditions that apply to its tenements, including the payment of rent and prescribed annual expenditure commitments.

The tenements held by the Company are subject to annual review and periodic renewal. While it is the Company's intention to satisfy the conditions that apply to the tenements, there can be no guarantees made that, in the future, the tenements that are subject to renewal will be renewed or that minimum expenditure and other conditions that apply to the tenements will be satisfied. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the Tenements.

If a tenement holder fails to comply with the terms and conditions of a tenement, the Warden or Minister (as applicable) may impose a fine or order that the tenement be forfeited. In most cases an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture of the tenement. In certain cases, a third party can institute administrative proceedings under the Mining Act before the Warden seeks forfeiture of the tenement.

(d) Mine development

Possible future development of mining operations at the Prospects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production on one of the Prospects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of the Prospects.

The risks associated with the development of a mine will be considered in full should the Prospects reach that stage and will be managed with ongoing consideration of stakeholder interests.

(e) Native title and Aboriginal 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. The Project (including certain tenements under application) currently overlaps the Nyalpa Pimiku (WC2019/002) native title claim and a number of sites of registered Aboriginal heritage significance. Without more detailed research into the sites and how they might be affected by future works, it is impossible to anticipate whether such approvals will be forthcoming or what conditions might attach to such approval.

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 if the Company is unable to negotiate access to areas of interest within the Project area.

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

Please refer to the Solicitor's Report on Tenements in Annexure B of this Prospectus for further details.

(f) COVID-19 risk

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

(g) Insurance Risks

Insurance coverage of all risks associated with minerals exploration, development and production is not always available and, where available, the cost can be high. The Company will have insurance in place considered appropriate for the Company's needs. The Company will not be insured against all possible losses, either because of the unavailability of cover or because the Directors believe the premiums are excessive relative to the benefits that would accrue. The Directors believe that the insurance they have in place is appropriate. The Directors will continue to review the insurance cover in place to ensure that it is adequate.

(h) Safety

Safety is a fundamental risk for any exploration and production company in regards 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 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 as a result of such risks may give rise to claims against the Company.

(i) Climate risk

There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include:

• (i) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; 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 and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.

(j) Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company's ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company's operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(k) Contamination Risks

The Company's operations may use hazardous materials and produce hazardous waste, which may have an adverse impact on the environment or cause exposure to hazardous materials. Despite efforts to conduct it activities in an environmentally responsible manner and in accordance with all applicable laws, the Company may be subject to claims for toxic torts, natural resources damages and other damages. In addition, the Company may be subject to the investigation and clean up of contaminated soil, surface water and groundwater. This may delay the timetable of the Project and may subject the Company to substantial penalties including fines, damages, clean-up costs or other penalties. The Company is also subject to environmental protection legislation, which may affect the Company's access to certain areas of its properties and could result in unforeseen expenses and areas of moratorium.

(l) Rehabilitation of tenements

In relation to the Company's proposed operations, issues could arise from time to time with respect to abandonment costs, consequential clean-up costs, environmental concerns and other liabilities. In these instances, the Company could become subject to liability if, for example, there is environmental pollution or damage from the Company's exploration activities and there are consequential clean-up costs at a later point in time.

(m) Commodity price volatility and exchange rate risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(n) Regulatory Risks

The Company's operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company's operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company's activities or forfeiture of one or more of the Tenements.

7.4. GENERAL RISKS

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

(b) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.

(c) Market conditions

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

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

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

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the shares regardless of the Company's performance.

(d) Additional requirements for capital

The Company's capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(e) 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 Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(f) Force Majeure

The Company's projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(g) Government policy changes

Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company's properties without adequate compensation.

(h) Litigation Risks

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company's operations, financial performance and financial position. The Company is not currently engaged in any litigation.

7.5 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

1. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

8. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

8.1. DIRECTORS AND KEY PERSONNEL

The Board of the Company consists of:

(a) Mr Trevor Dixon – Managing Director

Trevor is an entrepreneur with more than 30 years of experience in the mining and exploration sector in Western Australia. He was a founding vendor to listed companies including Jubilee Mines, Terrain Minerals, Regal Resources and Kin Mining NL where he served as the founding MD and a former Chairman. He has managed mining services businesses and as a private individual identifying and acquiring prospective mineral projects. Trevor has management experience in areas of contractual outcomes, Mining Act regulatory procedures and standards, Tenement Management and a long history of Native Title negotiations and resolutions. Trevor is a member of the Australian Institute of Company Directors.

The Board considers that Mr Dixon is not an independent Director as a result of his security holdings and executive role with the Company.

(b) Mr Robert Downey – Non-Executive Chair

Rob was admitted as a barrister and solicitor of the Supreme Court of Western Australia in December 1999. He has practised in areas of international law, corporate law, and initial public offerings as well as mergers and acquisitions. He has extensive legal experience as an advisor and director of various ASX (currently Cervantes Corporation Ltd and Askari Metals Ltd, Connexion Telematics Ltd and Zeotech Ltd), TSX and AIM companies. Rob has held, and continues to hold, directorships of many publicly listed companies and regularly advises boards on issues of governance and strategy. Rob is currently a founding partner at Dominion Legal.

The Board considers that Mr Downey is an independent Director.

(c) Mr Daniel Tuffin – Technical Director

Daniel is an experienced hands-on Mining Engineer. He is currently the MD of Auralia Mining Consulting, a boutique mine consultancy that specialises in all aspects of Project Development, Mining Studies and Public Mining Ventures. Daniel holds degrees in Mining Engineering (BEng) from the University of Ballarat, Mining and Engineering Surveying (BSc) from WASM, a Diploma in Project Management is a Fellow and an accredited Chartered Professional with the AusIMM, and a Member of the Australian Institute of Company Directors, having completed their Company Director Course.

The Board considers that Mr Tuffin is an independent Director.

(d) Mr Gary Powell – Non-Executive Director

Gary is an experienced exploration geologist and mining executive with more than 35 years of local and international experience in exploration, overseeing project development and gold mining. He recently resigned as the Business Development Consultant for Red 5 Limited to pursue private exploration company interests. Gary is currently Managing Director of Burley Minerals Ltd and a member of the AIG and AusIMM.

The Board considers that Mr Powell is an independent Director.

8.2. KEY MANAGEMENT

(a) Paul Maher – Principal Geologist

Paul is a long-term member of the AusIMM and an experienced geologist with in excess of thirty five years' exploration and mining experience, primarily in the West Australian Goldfields, with experience in management of projects and personnel, exploration operations and significant field survey experience, including scientific and geological ore body assessment, target generation, communication, reporting, training and research skills along with geological and environmental impact assessment qualifications.

(b) Henko Vos – Company Secretary

Henko is a member of the Governance Institute of Australia, the Australian Institute of Company Directors, Chartered Accountants Australia and New Zealand and a Registered Company Auditor with more than 20 years' experience working within public practice, specifically within the area of corporate and accounting services both in Australia and South Africa. He holds secretarial roles in various listed and unlisted public companies in both the industrial and resource sectors. Mr Vos is a director at Nexia Perth, a mid-tier corporate advisory and accounting practice.

The Company is aware of the need to have sufficient management to properly supervise its operations and the Board will continually monitor the management roles in the Company. As the Company's operations require an increased level of involvement, the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company's operations.

8.3. DISCLOSURE OF INTERESTS

DIRECTOR	REMUNERATION1	SHARES	OPTIONS6	PERCENTAGE (%) (UNDILUTED)	PERCENTAGE (%) (FULLY DILUTED)
Trevor Dixon2	\$230,000	19,331,000	2,000,000	23.05%	22.85%
Robert Downey3	\$48,000	951,000	1,000,000	1.12%	2.09%
Daniel Tuffin4	\$36,000	1,500,000	1,000,000	1.79%	2.68%
Gary Powell5	\$36,000	250,000	1,000,000	0.30%	1.34%

REMUNERATION AND INTERESTS

Notes:

• 1. Services provided to the Company which are outside or above the scope of Messrs Tuffin or Powell's respective role will be paid as consulting fees at a rate of of \$220 per hour or \$1,750 per day (plus GST). Mr Dixon will also be paid \$50,000 upon the successful listing of the Company as payment of accrued fees arising prior to the date of this Prospectus and up to \$156,000 as reimbursement of rents and rates paid by him over tenements acquired from him (subject to ASX approval). All amounts payable to Non-Executive Director fees are inclusive of superannuation and amounts paid to Trevor Dixon and under consultancy arrangements with the directors are inclusive of superannuation.
• 1. Shares comprising:
• (a) 1,000 Shares issued on incorporation; and
• (b) 100,000 Shares issued under a seed capital raising at \$0.10 per Share;
• (c) 18,730,000 Shares issued as consideration under various acquisition agreements; and
• (d) 500,000 Shares to be issued to Mr Dixon under the Offer.
• 1. Shares comprising:
• (a) 1,000 Shares issued on incorporation;

• (b) 700,000 Shares issued in satisfaction of fees accrued by Mr Downey prior to lodgement of the Prospectus; and

• (c) 250,000 Shares to be issued to Mr Downey under the Offer.

• 1. Shares comprising:
• (a) 1,250,000 Shares issued upon the Company's acquisition of Aurum; and
• (b) 250,000 Shares to be issued to Mr Tuffin under the Offer.
• 1. Shares comprising 250,000 Shares to be issued to Mr Powell under the Offer.
• 1. All Options exercisable at \$0.30 on or before the date that is 4 years from admission of the Company's securities to the Official List.

The final allocation of Shares to the Directors will be subject to the allocation policy set out in Section 4.12 and will be determined by the Directors in conjunction with the Lead Manager. Refer to Section 5.8 for discussion with respect to the voting power in the Company of Trevor Dixon.

The Company's Constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for Non-Executive Directors is \$300,000 per annum although may be varied by ordinary resolution of the Shareholders in general meeting.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

8.4. AGREEMENTS WITH DIRECTORS AND RELATED PARTIES

The Company's policy in respect of related party arrangements is:

• (a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
• (b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

The agreements between the Company and related parties are summarised in Sections 9.3.

8.5. CORPORATE GOVERNANCE

(a) 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. To implement these systems, the Company has adopted a set of policies and procedures. The Board is committed to administering the 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 Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council (Recommendations).

In light of the Company's size and nature, the Board considers that the current board 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 outlined below and the Company's full Corporate Governance Plan is available in a dedicated corporate governance information Section of the Company's website https://mtmalcolm.com.au/.

(b) Board of directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(i) maintain and increase Shareholder value;

• (ii) ensure a prudential and ethical basis for the Company's conduct and activities consistent with the Company's stated values; and
• (iii) ensure compliance with the Company's legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

• (i) leading and setting the strategic direction, values and objectives of the Company;
• (ii) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;
• (iii) overseeing the implementation of the Company's strategic objectives, values, code of conduct and performance generally;
• (iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
• (v) overseeing the integrity of the Company's accounting and corporate reporting systems, including any external audit (satisfying itself that financial statements released to the market fairly and accurately reflect the Company's financial position and performance);
• (vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;
• (vii) overseeing the Company's procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company's securities;
• (viii) reviewing, ratifying and monitoring the effectiveness of the Company's risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
• (ix) approving the Company's remuneration framework.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully-informed basis.

(c) Composition of the Board and diversity

Election of Board members is substantially the responsibility of the Shareholders in general meeting, subject to the following:

• (i) membership of the Board of Directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
• (ii) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent shareholders and fulfil the business objectives and values of the Company as well as to deal with new and emerging business and governance issues.

The Board currently consists of three directors of whom Robert Downey, Daniel Tuffin and Gary Powell are considered independent. The Board considers the current balance of skills and expertise to be appropriate given the Company for its currently planned level of activity.

The Company and all the Company's related bodies corporate are committed to workplace diversity. The Company is committed to inclusion at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience.

To assist in evaluating the appropriateness of the Board's mix of qualifications, experience and expertise, the Board intends to maintain a Board Skills Matrix to ensure that the Board has the skills to discharge its obligations effectively and to add value.

The Board undertakes appropriate checks before appointing a person as a Director or putting forward to Shareholders a candidate for election as a Director or senior executive.

The Board ensures that Shareholders are provided with all material information in the Board's possession relevant to a decision on whether or not to elect or re-elect a Director.

The Company shall develop and implement a formal induction program for Directors, which is tailored to their existing skills, knowledge and experience. The purpose of this program is to allow new directors to participate fully and actively in Board decision-making at the earliest opportunity, and to enable new directors to gain an understanding of the Company's policies and procedures.

The Board maintains oversight and responsibility for the Company's continual monitoring of its diversity practices. The Company's Diversity Policy provides a framework for the Company to achieve enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent.

(d) Identification and management of risk

The Board's collective experience will enable accurate 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.

(e) Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards and to conducting all of the Company's business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. In particular, the Company and the Board are committed to preventing any form of bribery or corruption and to upholding all laws relevant to these issues as set out in in the Company's Anti-Bribery and Anti-Corruption Policy. In addition, the Company encourages reporting of actual and suspected violations of the Company's Code of Conduct or other instances of illegal, unethical or improper conduct. The Company and the Board provide effective protection from victimisation or dismissal to those reporting such conduct as set out in its Whistleblower Protection Policy.

(f) 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.

(g) Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution. Subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum cap will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed \$300,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, noncash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors' time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

(h) Trading policy

The Board has adopted a trading policy that sets out the guidelines on the sale and purchase of securities in the Company by its directors, officers, employees and contractors. The trading policy generally provides that for directors, the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

(i) External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company. From time to time, the Board will review the scope, performance and fees of those external auditors.

(j) Audit 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 under the written terms of reference for that committee, including but not limited to:

• (i) monitoring and reviewing any matters of significance affecting financial reporting and compliance;
• (ii) verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor;
• (iii) monitoring and reviewing the Company's internal audit and financial control system, risk management systems; and
• (iv) management of the Company's relationships with external auditors.

(k) Departures from Recommendations

Under the ASX Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.

The Company's compliance and departures from the Recommendations will also be announced prior to admission to the Official List of the ASX.

9. MATERIAL CONTRACTS

9. MATERIAL CONTRACTS

Set out below is a brief summary of certain contracts to which the Company is a party and which the Directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in this light.

9.1. ADVISORY AGREEMENTS

9.1.1. LEAD MANAGER MANDATE

The Company is party to a lead manager mandate (Mandate) with Morgans Corporate Limited (Lead Manager or Morgans), pursuant to which the Lead Manager has been engaged to lead manage the raising of funds under the Offer. Under the Mandate, the Lead Manager will provide advice to the Company with respect to marketing of the Company and management of the Offer.

The Lead Manager will be paid the following fees in consideration for lead managing the Offer:

• (a) a management fee of 1.0% of the gross proceeds raised under the Offer;
• (b) a selling fee of 4.0% of the gross proceeds raised under the Offer; and
• (c) 1,257,780 Advisor Options (the terms of which are summarised in Section 10.4).

The Company will also be required to reimburse the Lead Manager for all costs and expenses incurred by the Lead Manager in providing its services under the Mandate, provided that the Lead Manager must seek the Company's consent for any individual expense exceeding \$500.

The term of the Mandate expires on completion of the Offer and the Mandate can be terminated prior to the end of the term by party by giving written notice of termination to the other party.

The Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.1.2. CORPORATE ADVISOR AGREEMENT

The Company is party to an agreement with Banff Capital Investments Pty Ltd (Banff) dated 24 December 2020 pursuant to which Banff has provided corporate advisory services to the Company in respect of its funding strategy, structuring, marketing and listing management. In consideration for these services, the Company will issue to Banff 1,257,780 Options, exercisable at \$0.30 on or before the date that is 3 years from the date of issue.

9.2. ACQUISITION AGREEMENTS AND ROYALTY DEEDS

The Company has undertaken a process of consolidating tenements in the area of its Project and completed a number of acquisition agreements in connection with this consolidation process, including acquisitions of the Company's wholly owned subsidiaries MMGH and Aurum (Acquisition Agreements). A total 33,150,001 Shares were issued to the various vendors under the Acquisition Agreements and the Company has paid or will pay an aggregate of \$578,500 as consideration under the Acquisition Agreements, of which up to \$156,000 is payable to Trevor Dixon on confirmation that such payment will not contravene the conditions to listing under the ASX Listing Rules, with potential for a lesser amount to be paid to ensure compliance with the ASX Listing Rules.

Set out below is a summary of all Acquisition Agreements entered into by the Company and its subsidiaries, MMGH and Aurum, the vendors under the Acquisitions Agreements (being the parties holding a beneficial interest in the tenements acquired) and the consideration received by each of them:

ACQUISITION AGREEMENT	VENDOR(S)	CONSIDERATION SHARES	CASH CONSIDERATION/ REIMBURSEMENT
Acquisition of Aurum,	Golden Venture Capital Pty Ltd	1
dated 17 December 2020	Apertus Capital Pty Ltd	1,000,000
	Trevor John Dixon	2,250,000
	Ancan Investments Pty. Ltd	625,000
	Scott Frederick Yull	500,000
	CJC & GC Pty Ltd <cjc &="" familyTrust>	625,000
	Kingston Nominees Pty Ltd	1,250,000
	Orbit Drilling Pty Ltd	1,250,000
	Mr Scott Frederick Yull + Mrs Katrina Jean Yull <the f="" s="" yullSuper Fund A/C>	750,000
	Tuffaco Pty Ltd ATF Tuffin Family Trust	1,250,000
	Redland Plains Pty Ltd <brian Bernard Rodan Superannuation A/c></brian	1,250,000
	Mr Cameron Lloyd Williams <c Williams Family A/C></c	1,150,000
	Mr Rhian Pritchard	150,000
	Mrs Ashling Turner	150,000
	Mr Paul Carter	150,000
	Ms Sarah Collings	150,000
Acquisition of MMGH dated 17 December 2020	Trevor John Dixon	10,000,000	\$100,000 (to be paid immediately prior to listing)
Acquisition of 19 tenements and a 51% interest in 47 tenements from Torian dated 14 April 2020	Torian	-	\$350,000 (plus \$50,000 option fee)
Acquisition of 49% interest	Trevor Dixon	2,980,000	-
in 47 tenements (joint venture partners of Torian	Ross Crew	220,000	-
dated 31 May 2021	Boulder Resource Consultants Pty Ltd	225,000	-
	James Paul Sullivan x 2	500,000	-
Tenement Acquisition dated 31 May 2021	Peter Wiltshire	500,000	\$20,000

ACQUISITION AGREEMENT	VENDOR(S)	CONSIDERATION SHARES	CASH CONSIDERATION/ REIMBURSEMENT
Tenement Acquisition dated 31 May 2021	Drillgold Pty Ltd Zanil Pty Ltd	500,000 500,000	\$21,500 \$21,500
Tenement Acquisition dated 31 May 2021	Trevor Dixon	3,500,000	\$56,000 (to be paid immediately prior to listing)
Tenement Acquisition dated 31 May 2021	Saruman Holdings Pty Ltd	100,000	\$5,000
Tenement Acquisition dated 31 May 2021	Ross Crew	375,000	-
Tenement Acquisition dated 31 May 2021	Neelesh Bhasin	250,000	-
Tenement Acquisition dated 31 May 2021	Magnetic Resources NL	2,000,000 (of which 1,000,000 is deferred, refer below for further details)	-

In connection with the Tenement Acquisition Agreements, the Company also entered into royalty deeds under which a gross revenue royalty of either 2% or 2.5% will be payable to the relevant vendors, including Trevor Dixon where he acted as a vendor under the relevant Tenement Acquisition Agreement. The Solicitor's Title Report set out in Annexure B to the Prospectus details each tenement to which a royalty relates and identifies the contract to which the tenement relates.

Under an Acquisition Agreement between the Company and Magnetic Resources NL (Magnetic), the Company is required to issue 1,000,000 Shares (Deferred Magnetic Shares) to Magnetic upon all of the prospecting licences to be vended to the Company by Magnetic that are due to expire on 20 August 2021 being extended on terms and conditions acceptable to the Company (acting reasonably) by 31 December 2021 (Magnetic Milestone).

The Deferred Magnetic Shares will be issued on the date that is 14 days following the date that the Magnetic Milestone is met, at which time legal title to the relevant tenements will be transferred to the Company. The agreement to issue the Deferred Magnetic Shares was negotiated at arm's length between Magnetic and the Company to ensure that the Company is not paying consideration for tenements that are to expire imminently.

The Acquisition Agreement with Magnetic is otherwise on customary commercial terms, provided that a 2% gross revenue royalty is payable in respect of the tenements acquired from Magnetic (and any tenement granted to the Company over the area of those tenements). Other than being a vendor of tenements to the Company, Magnetic does not have any relationship with the Company.

9.3. AGREEMENTS WITH DIRECTORS AND MANAGEMENT

9.3.1. TREVOR DIXON – EMPLOYMENT AGREEMENT

The material terms and conditions of the employment agreement between the Company and Trevor Dixon (ESA) are summarised below:

Remuneration Mr Dixon will receive \$230,000 per annum (inclusive of superannuation) in consideration for acting as the Company's Managing Director.

Term Mr Dixon's employment by the Company commenced on 31 May 2021 and continues until his employment is terminated in accordance with the terms of the ESA.

Termination Either party may terminate the ESA on 3 months' written notice, provided that the Company may terminate the ESA immediately if Mr Dixon breaches the ESA and fails to remedy such breach within 7 days, commits an act of serious misconduct, is charged with an indictable criminal offence that brings the Company into disrepute or becomes insolvent or of unsound mind.

Redundancy In the event the Company makes Mr Dixon redundant, the Company must make a redundancy payment to Mr Dixon equal to 6 months salary.

The ESA otherwise contains provisions considered standard for an agreement of its nature (including non-compete obligations and representations, warranties and confidentiality provisions).

9.3.2. DANIEL TUFFIN AND GARY POWELL – CONSULTANCY AGREEMENTS

The material terms and conditions of the consultancy agreements entered into between the Company and each of Daniel Tuffin and Gary Powell (Consultancy Agreements) are summarised below:

Remuneration In consideration for providing technical consulting services, Messrs Tuffin and Powell will receive an hourly rate of \$220 or \$1,750 per day (plus GST) on invoiced work undertaken in excess of their ordinary duties as Directors.

Term The Consultancy Agreements each have a term of 2 years from the date the Company is admitted to the Official List of ASX.

Termination Either party may terminate each Consultancy on five week's written notice, or by the Company with immediate effect where the Consultancy Agreement is breached by the consultant, the consultant is guilty of fraud, dishonesty or serious misconduct or an insolvency event occurs in respect of the consultant.

The Consultancy Agreements otherwise contain provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.3.3. PAUL MAHER – PRINCIPAL GEOLOGIST

The material terms and conditions of the employment agreement entered into between the Company and Paul Maher (Employment Agreement) are summarised below:

Remuneration Mr Maher will be paid a salary of \$175,000 (inclusive of superannuation) per annum on and from the date the Company is admitted to the Official List, which will be increased annually on the 12 month anniversary of the Employment Agreement by the greater of \$5,000 and the annual rate of inflation as measured by the CPI Perth Index for the relevant period.

Prior to listing, Mr Maher will be paid a salary of \$4,000 per month.

Term The Employment Agreement commenced on 31 May 2021 and continues in force until terminated in accordance with its terms.

Termination Either party may terminate the Employment Agreement on 2 months' written notice, provided that the Company may terminate the Employment Agreement immediately if Mr Maher breaches the Employment Agreement and fails to remedy such breach within 7 days, commits an act of serious misconduct, is charged with an indictable criminal offence that brings the Company into disrepute or becomes insolvent or of unsound mind.

Redundancy The Company may make Mr Maher redundant on at least six weeks' notice, in which case Mr Maher will be entitled to 6 months' salary.

The Employment Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.3.4. DIRECTOR APPOINTMENT LETTERS

The Company has entered into letters of appointment with each of the Directors, pursuant to which they have been appointed Directors and in the case of Robert Downey to the role of Non-Executive Chair.

The services of each of the Directors pursuant to their non-executive director appointment letters commenced on 31 May 2021 and will cease when the relevant director resigns, retires or is removed from office in accordance with the Company's constitution or the Corporations Act.

The Director fees and benefits payable to each of the Directors are set out in Section 8.3.

9.3.5. DEEDS OF INDEMNITY, INSURANCE AND ACCESS

The Company has entered into a deed of indemnity, insurance and access with each of its Directors and the Company Secretary. Under these deeds, the Company will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

10. ADDITIONAL INFORMATION

10. ADDITIONAL INFORMATION

10.1. LITIGATION

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

10.2. RIGHTS ATTACHING TO SHARES

The following is a summary of the more significant rights attaching to Shares offered under this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(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, attorney or representative;
• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or 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 fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that 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 any liability.

(e) Shareholder liability

As the Shares under the 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 are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX 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 three-quarters 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 three quarters 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.

10.3. EXISTING OPTIONS

(a) Entitlement

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

(b) Exercise Price and Expiry Date

Subject to paragraph (j) the amount payable upon exercise of each Option is \$0.30.

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is four (4) years following the date the Company is admitted to the Official List (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

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

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 7 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 10.4(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the Official List of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

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

(k) 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 without exercising the Options.

(l) Change in exercise price

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

(m) Transferability

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

10.4. ADVISOR OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j) the amount payable upon exercise of each Option will be \$0.30 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is 3 years following the date the Company is admitted to the Official List (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

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

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 7 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 10.4(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the Official List of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

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

(k) 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 without exercising the Options.

(l) Change in exercise price

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

(m) Transferability

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

10.5. EMPLOYEE INCENTIVE SCHEME

The Company has adopted an employee securities incentive plan (Plan), a summary of which is set out below. The full terms of the Plan may be inspected at the registered office of the Company during normal business hours. It is intended that the Executive, Technical and Non-Executive Directors will participate in the Plan. No securities have been issued under this Plan.

(a) Eligible Participant

Eligible Participant means a person that:

• (i) is an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
• (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

(b) Maximum allocation

The Company must not make an offer of Securities under the Plan where the total number of Shares issued under the Plan (Plan Shares) that may be issued, or acquired upon exercise of securities convertible into Shares issued under the Plan (Convertible Securities) offered, when aggregated with the number of Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period would exceed 5% of the total number of Shares on issue at the date of the offer.

The maximum number of equity securities proposed to be issued under the Plan for the purposes of the ASX Listing Rules is 8,000,000 Shares (representing 10% of the issued Shares on completion of the Offer) (ASX Limit), meaning that the Company may issue up to the ASX Limit under the Plan, without seeking Shareholder approval and without reducing its placement capacity under ASX Listing Rule 7.1.

The ASX Limit is not intended to be a prediction of the actual number of securities to be issued under the Plan, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13(b)).

(c) Purpose

The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;
• (ii) link the reward of Eligible Participants to Shareholder value creation; and
• (iii) align the interests of Eligible Participants with Shareholders by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(d) Plan administration

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

(e) Eligibility, invitation and application

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

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

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

(f) Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Participant that has participated (Participant) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(g) Terms of Convertible Securities

Each Convertible Security represents a right to acquire one or more Shares, subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised, a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. For the avoidance of doubt, a Participant includes any contractor or consultant to the Company.

(h) Vesting

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Plant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(i) Exercise of Options and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the Convertible Security exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(j) Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(k) Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Company policy or wilfully breached his or her duties to the Company(including but not limited to breaching a material term of an employment, executive services or consultancy agreement), the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

A Participant may by written notice to the Company voluntarily forfeit their Convertible Securities for no consideration.

(l) Change in control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(m) Rights attaching to Plan Shares

All Plan Shares issued or transferred to a Participant upon the valid exercise of a Convertible Security will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(n) Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(o) Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company pro rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(p) Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(q) Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(r) Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

10.6. INTERESTS OF DIRECTORS

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;
• (b) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offer; or

• (c) the Offer,
• and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:
• (d) as an inducement to become, or to qualify as, a Director; or
• (e) for services provided in connection with:
• (i) the formation or promotion of the Company; or
• (ii) the Offer.

10.7. INTERESTS OF EXPERTS AND ADVISERS

Other than as set out below or elsewhere in this Prospectus, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
• (b) promoter of the Company; or
• (c) Lead Manager (but not a sub-Lead Manager) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (d) the formation or promotion of the Company;
• (e) any property acquired or proposed to be acquired by the Company in connection with:
• (i) its formation or promotion; or
• (ii) the Offer; or
• (f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

• (g) the formation or promotion of the Company; or
• (h) the Offer.

Al Maynard & Associates Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist's Report which is included in Annexure A. The Company estimates it will pay Al Maynard & Associates Pty Ltd a total of \$20,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Al Maynard & Associates Pty Ltd has not received fees from the Company.

House Legal has acted as the solicitors to the Company in relation to the preparation of the Solicitor's Report on the Tenements which is included in Annexure B. The Company estimates it will pay House Legal \$12,056 (including GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, House Legal has not received fees from the Company for other services.

RSM Corporate Australia Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant's Report which is included in Annexure C. The Company estimates it will pay RSM Corporate Australia Pty Ltd a total of \$15,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, RSM Corporate Australia Pty Ltd has not received fees from the Company for any other services. During this period RSM Australia Partners, a related entity, received fees of \$35,000 (excluding GST) for audit services.

Morgans Corporate Limited will receive 5% of the total amount raised under the Prospectus (plus GST) following the successful completion of the Offer for its services as lead manager and will receive 1,257,780 Options. Morgans Corporate Limited will be responsible for paying all capital raising fees that Morgans Corporate Limited and the Company agree with any other financial service licensees. Further details in respect of the Mandate with Morgans Corporate Limited are summarised in Section 9.1.1. Morgans Corporate Limited has received \$44,000 (including GST) in fees for capital raising services provided to the Company in the last two years.

Steinepreis Paganin has acted as the corporate solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin \$80,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received fees from the Company for any other services.

10.8. CONSENTS

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offer or of the Shares), the Directors, any persons named in the Prospectus with their consent as proposed Directors, any Lead Managers, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
• (b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take 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.

Al Maynard & Associates Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus and the inclusion of the Independent Geologist's Report in Annexure A in the form and context in which the report is included. Al Maynard & Associates Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

RSM Corporate Australia Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant's Report in Annexure C in the form and context in which it is included. RSM Corporate Australia Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

RSM Australia Partners has given its written consent to being named as the auditor of the Company in this Prospectus. RSM Australia Partners has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Morgans Corporate Limited has given its written consent to being named as the Lead Manager to the Company in this Prospectus. Morgan Corporate Limited has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in relation to the Offer in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

House Legal has given its written consent to being named as the solicitors to the Company in relation to the Solicitor's Report on Title in Annexure B of this Prospectus. House Legal has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Advanced Share Registry Ltd has given its written consent to being named as the share registry to the Company in this Prospectus. Advanced Share Registry Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

10.9. EXPENSES OF THE OFFER

The total expenses of the Offer (excluding GST) are estimated to be approximately \$629,482 and are expected to be applied towards the items set out in the table below:

ITEM OF EXPENDITURE	ALLOCATION (\$)
ASIC fees	3,206
ASX fees	84,276
Lead Manager Fees	400,000
Legal Fees	90,000
Independent Geologist's Fees	20,000
Investigating Accountant's Fees	15,000
Printing and Distribution	5,000
Miscellaneous	12,000
TOTAL	629,482

11. DIRECTORS' AUTHORISATION

11. DIRECTORS' AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

_______________________________

Trevor Dixon Managing Director For and on behalf of Mt Malcolm Mines NL

12. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

\$ means an Australian dollar.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information Section of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company means Mt Malcolm Mines NL (ACN 646 466 435).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.

JORC Code has the meaning given in the Important Notice Section of this Prospectus.

Lead Manager or Morgans means Morgans Corporate Limited.

Mandate means the lead manager mandate with the Lead Manager summarised in Section 9.1.

Minimum Subscription means the minimum amount to be raised under the Offer, being \$8,000,000.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 4.1

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Project or Malcolm Project means the Company's project described in further detail in Sections 5.1 and 5.3.

Prospects and Sub-Prospects means the prospects and sub-prospects described in further detail in Sections 5.1 and 5.3.

Prospectus means this prospectus.

Recommendations has the meaning set out in Section 8.5.

Section means a Section of this Prospectus.

Securities means Shares and Options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

ANNEXURE A – INDEPENDENT GEOLOGIST'S REPORT

AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists

www.geological.com.au ABN 75 120 492 435

2A Marian Street, Tel: (+618) 9388 1000 Mob: 04 0304 9449 Australia

LEEDERVILLE, WA, 6007 Email: al@geological.com.au

Australian & International Exploration & Evaluation of Mineral Properties

INDEPENDENT GEOLOGICAL REPORT

FOR AN

INITIAL PUBLIC OFFERING

PREPARED FOR

MT MALCOLM MINES NL

Author: Allen J. Maynard BAppSc (Geol), MAIG, MAusIMM Peer Review: Brian J. Varndell BSc General (London); BSc (Spec Hons Geology) (Rhodesia) Company: Al Maynard & Associates Pty Ltd Date: 2nd August, 2021

EXECUTIVE SUMMARY

Mt Malcolm - Central Eastern Goldfields - 15 km East of Leonora, Western Australia.

Mt Malcolm Mines NL (ACN 646 466 435) ("M2M" or "the Company") is a public unlisted no liability company that has, directly or through its wholly owned subsidiaries, either acquired interests in or has applied for a total of 151 mineral exploration and mining tenements within the gold and nickel producing regions of Leonora. M2M has requested that Al Maynard and Associates ("AM&A") prepare an Independent Geological Report ("IGR") on their various project areas in the Mount Margaret Mineral Field of Western Australia. M2M intends to launch an Initial Public Offering ("IPO"). This report is to be annexed to a prospectus to be lodged with ASIC during July, 2021, to raise \$8 million (before costs associated with the issue). \$ 5.25 million of these funds will primarily be used for the exploration, evaluation and development of the mineral tenements assembled in Western Australia ("WA") as outlined in this report.

M2M currently holds interests in nine major prospect areas, comprising 151 separate mineral tenements and tenement applications within the Central Eastern Goldfields Province of Western Australia. The Company intends to conduct exploration mainly for gold, nickel and base metal mineralisation on their 122 Prospecting Licences ("PL"), 21 Prospecting Licence Applications ("PLA"), 2 Mining Leases ("ML"), 3 Mining Licence Application ("MLA") and 3 Exploration Licences ("EL").

The holdings straddle the Leonora-Laverton Road and extend NW to the Leonora-Nambi Road covering an area of approximately 274 km2 . Road access to and within the Project area is excellent (Fig 1).

The tenement portfolio overlies a 30 km strike segment of the Keith-Kilkenny Tectonic Zone ("KKTZ") surrounded by both the highly prospective Malcolm and Minerie Greenstone Belts and abutting the late Archean Melita Complex to the west and southwest. The Project area is within the Kurnalpi Terrain of the Mt Margaret Mineral Field in the Mt Malcolm District of the Western Australia Eastern Goldfields. The surrounding Leonora and Laverton Districts are regarded as a well-endowed tier one mineralised province. Having historically produced in excess of 50 Moz of gold ("Au").

The prospect areas are considered to have reasonable potential for hosting economic gold mineralisation. In addition, some tenements also have potential to host nickel, and base metal mineralisation.

Figure 1: M2M Project Area Location Plan and Regional Gold Resources.

Note: Various Company inferred and indicated gold resources are the most recent and are quoted and sourced from ASX releases, Company Announcements or as detailed on their company web site.

Additional ASX References:

https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&id sId=02386383

https://www.daciangold.com.au/site/operations/resources-and-reserves

https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&id sId=02370818

https://www.goldfields.com/pdf/investors/integrated-annual-reports/2020/mmr-2020.pdf

https://www.anglogoldashanti.com/portfolio/australia/sunrise-dam/

https://www.red5limited.com/site/operations/resources-reserves

https://www.asx.com.au/smalltomidcaps/asia/may 2013/pres\_sar.pdf

https://saturnmetals.com.au/wp-content/uploads/2021/01/STN-ASX-Announcement\_Resource-Upgrade-Apollo-Hill\_FINAL-1.pdf

Table of Contents

Introduction	1
1.0 Project Summary	3
1.1 Overview	3
1.2 Location and Access	6
2.0 Geology and Mineralisation	8
2.1 Regional Geology	8
2.2 Mineralisation	11
2.3 Exploration Philosophy	11
3 Calypso Prospect	12
3.1 Geology	12
3.2 Historical Exploration	13
3.3 Raeside East Prospect	17
3.4 Braiser Prospect	18
3.5 Proposed Exploration Budget	19
4.0 Malcolm Dam Prospect	19
4.1 Introduction	19
4.2 Golden Crown Sub-Prospect M37/475	20
4.3 Devine Well Sub-Prospects	21
4.4 Malcolm King Sub-Prospect P37/9208	22
4.5 Golden Valley Sub-Prospect P37/8865	24
4.6 Melita Sub-Prospect	25
4.7 Proposed Exploration Budget	25
5.0 Sunday - Picnic Prospect	26
5.1 Introduction	26
5.2 Regional Geology	26
5.3 Local Geology	27
5.4 Sunday P37/9073 and Picnic Gold Workings	27
5.5 Previous Exploration	31
5.6 Geology	32
5.7 Proposed Exploration Budget	32
6.0 Malcolm Mining Centre Prospect	33
6.1 Geology and Mineralisation	33
6.2 Dover Castle Sub-Prospect Area	33
6.3 Dumbartons Sub-Prospect	37
6.4 Nine of Hearts	38
6.5 Nicks Knob P37/8822 and First and Last P37/8823	39
6.6 Malcolm South Sub-Prospect	40
6.7 Proposed Exploration Budget	41
7.0 Mt Stewart Sub-Prospect	41
8.0 Germatong Prospect	43
8.1 Rabbit Warren South and Germatong Prospects	43
8.2 Proposed Exploration Budget	45
9.0 Emu Egg Prospect	46
9.1 Geology	46
9.2 Emu Egg North Prospect P37/8649, P37/8695, P37/8660-61 and
P37/8664-65	48
9.3 Proposed Exploration Budget	49
10.0 Pig Well Prospect	50
10.1 Introduction	50

10.2 Geology	51
10.3 Ada Crossley / Ada Crossley North P37/8608	52
10.4 Proposed Exploration Budget	52
11.0 Mt George Prospect	53
11.1 Geology	53
11.3 Proposed Exploration Budget	54
12 Conclusions and Proposed Exploration Budget	55
12.1 General	55
12.2 Proposed Exploration Budget Summary	55
13.0 Exploration Target Potential	56
13.1 General	56
13.2 Calypso, Dumbartons and Dover Castle South	57
16.0 References	60
17.0 Glossary of Technical Terms and Abbreviations	64
Appendix 1 Selected List of Cancelled Gold Mining Leases (1954).	68
Appendix II Mt Malcolm Gold Holdings Pty Ltd – Tenements	70
JORC 2012 Table 1 Mt Malcolm Mines NL (Mt Malcolm Gold Project)	74

List of Figures

Figure 1: M2M Project Area Location Plan and Regional Gold Resources 2 Figure 2: M2M Prospects with Tenement location outline 4 Figure 3: M2M Project area over GSWA Geology 5 Figure 4: M2M Tenements and Prospect Plan over Airphoto/TMI Image. 7 Figure 5: M2M Project over Greenstone Belts showing significant local mines. . 8 Figure 6: M2M Prospects – GSWA Geology and Target Area Summary. Figure 7: Calypso Prospect-North Interpreted Geology with selected hole locations	12 13
Figure 8 Calypso Prospect with drilling and intersection locations over aerial
photography	14
Figure 9: Calypso Prospect with Aero magnetics (TMI) and significant drill
intersections over aerial photography	17
Figure 10: Malcolm King cross section 53,906 mN	23
Figure 11: Geological Interpretation of Sunday – Picnic Prospect with Historical
Drilling, Structural Trends and Target Areas.	29
Figure 12: Dover Castle South Torian Cross Section with Gold Intersections. . 35
Figure 13: Dover Castle South Drillhole plan with recent Torian (DCRC series) and historical North intersections (>1.0 g/t Au) as per Table 15	36
Figure 14: Mt Malcolm Mining Centre with Black Cap Shear and target zones
including Historical Drilling on Interpretive Geological Map	39
Figure 15: Rabbit Warren South and Germatong Prospects with geological interpretation, mines, historical drill holes and significant Intersections as per
Table 23	44
Figure 16: Regional Drill Hole Collar Location Plan with Geology (GSWA)	58
Figure 17: Regional Drill Hole Collar Location Plan depicting holes with a down
hole depth of 60m or greater	58
Figure 18: Regional Drill Hole Collar Location Plan with holes quoted in the IGR
	59
Figure 19: Project Areas with location of Significant Drill Hole Table Reference	59

List of Tables

Table 1: Calypso – North - Significant Drill Intersections	14
Table 2: Calypso Discovery Zone – BHP - Significant Drill Intersections	15
Table 3: Calypso – BHP Drilling - Significant Intersections.	16
Table 4: Calypso – North and Torian Drilling - Significant Intersections	17
Table 5: M2M Project – Calypso Prospect Proposed Budget.	19
Table 6: Golden Crown – Jubilee drilling - Significant Intersection	20
Table 7: M2M Project, Golden Crown area – North, Jubilee and Melita drilling -
Significant drill results	20
Table 8: Malcolm King – Jubilee Drilling - Significant Intersections	24
Table 9: Golden Valley – Jubilee Drilling - Significant Intersections	24
Table 10: M2M Project – Malcolm Dam area Proposed Budget.	26
Table 11: South of the Picnic Lease – Pacrim Drilling - Significant Drill
Intersections.	30
Table 12: M2M Project – Sunday - Picnic Prospect Proposed Budget.	33
Table 13: Dover Castle and Dover Castle South – North and Asarco Drilling -
Significant Intersections	34
Table 14: Dover Castle South – Torian and North Drilling - Significant
Intersections.	35
Table 15: Dumbartons – Nova and North Drilling - Significant Intersections	37
Table 16: Dumbartons – Polaris Drilling - Significant Intersections	38
Table 17: Dumbartons – Torian Drilling - Significant Intersections	38
Table 18: Nine of Hearts – North Drilling - Significant Intersections	39
Table 19: Black Cap Shear Zone – Jubilee Drilling - Significant Intersections	40
Table 20: M2M Project – Malcolm Mining Centre Proposed Budget	41
Table 21: Mt Stewart Paleochannel – Hannans and Triton - Significant Drill Intersections.	42
Table 22: M2M Project – Mt Stewart Prospect Proposed Budget	43
Table 23: Rabbit Warren South – City and GME Drilling - Significant
Intersections.	45
Table 24: M2M Project – Germatong area Proposed Budget.	46
Table 25: Emu Egg – Ashton Drilling - Significant Intersections	47
Table 26: Emu Egg – Midas Drilling - Significant Intersections.	47
Table 27: Emu Egg – Gilt Edge and Redcliff Drilling - Significant Intersections.48
Table 28: South Germatong - Significant Intersections	49
Table 29: M2M Project – Emu Egg area Proposed Budget	50
Table 30: Ada Crossley North - Significant BP Intersections	52
Table 31: M2M Project – Pig Well area Proposed Budget.	53
Table 32: Mt George – Gwalia Drilling - Significant Drill Intersections	53
Table 33: Mt George – Randwick Drilling -	54
Table 34: M2M Project – Mt Malcom area Proposed Budget	55
Table 35: Proposed Combined Two-Year Exploration Budget	56

The Directors, Mt Malcolm Mines N.L. 2nd August, 2021 8 Sarich Court, Osborne Park, WA, 6017, Australia.

Dear Sirs,

Introduction

Al Maynard and Associates ("AM&A") has been engaged by Mt Malcolm Mines NL ("M2M" or the "Company") to prepare an Independent Geological Report ("IGR") of the mineral assets held and acquired by M2M pursuant to the various agreements outlined elsewhere in the Prospectus to which this IGR is annexed. Opinions are presented in accordance with the JORC Code (2012) and other regulations and guidelines that govern the preparation of such reports.

This report is to be included in a prospectus to be lodged with ASIC during July, 2021, to raise \$8 million (before costs associated with the issue). \$5.0 million of these funds will primarily be used for the exploration, evaluation and development of the mineral tenements assembled in Western Australia ("WA") as outlined in this report. AM&A will be paid a fee of \$20,000 for the preparation of this report.

The legal status, including Native Title considerations associated with the tenure of the M2M mineral assets, is subject to a separate Solicitor's Report set out in Annexure B of the Prospectus. These matters have not been independently verified by AM&A. The present status of tenements listed in this report is based on information provided by M2M and the report has been prepared on the assumption that the Company will have lawful access to the tenements for evaluation and development.

M2M's mineral assets comprise interests in a semi-contiguous 151 tenement package including 2 Mining Leases, 2 Mining Lease Applications, 122 Prospecting Licences, 3 Exploration Licences and 21 Prospecting Licence Applications (together the "Mineral Assets"). The project areas have been partially explored by a number of companies in the past and encouraging results have been reported from numerous locations. M2M has begun to research an extensive historical WAMEX data base that has already led to the identification of numerous "walk-up" drill targets.

It is our opinion that the mineral properties and target commodities described in this report warrant the proposed evaluation, exploration and testing programs as described. It is noted that proposed programs may be subject to change according to results yielded as work progresses. We are of the opinion that M2M has satisfactorily defined exploration and expenditure programs which are reasonable, having regard to the stated objectives of M2M.

In the course of the preparation of this report, access has been provided to all relevant data held by M2M and various other technical reports and information quoted in the bibliography. We have made all reasonable endeavours to verify the accuracy and relevance of the database.

M2M has warranted to AM&A that full disclosure has been made of all material in its possession and that information provided, is to the best of its knowledge, accurate and true. None of the information provided by M2M has been specified as being confidential and not to be disclosed in our report. The authors are familiar with the areas covered by the M2M's Mineral Assets. As recommended by the Valmin Code, M2M has indemnified AM&A for any liability that may arise from AM&A's reliance on information provided by or not provided by M2M.

This report was prepared by geologist, A.J. Maynard, Member of the AIG and the AusIMM. The writer is qualified to provide such reports for the purpose of inclusion in public company prospectuses. Peer review was conducted by Brian J. Varndell, Fellow of the AusIMM. This report has been prepared in accordance with the relevant requirements of the Listing Rules of the Australian Securities Exchange Limited, Australian Securities and Investments Commission ("ASIC") Regulatory Guidelines 111 and 112 and the Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert reports (the Valmin Code) which is binding on members of the Australasian Institute of Mining and Metallurgy ("AusIMM").

AM&A is an independent geological consultancy established 35 years ago and has operated continuously since then. Neither AM&A nor any of its directors, employees or associates have any material interest either direct, indirect or contingent in M2M nor in any of the mineral properties included in this report nor in any other asset of M2M nor has such interest existed in the past.

This report has been prepared by AM&A strictly in the role of an independent expert. Professional fees payable for the preparation of this report constitutes our only commercial interest in M2M. Payment of fees is in no way contingent upon the conclusions of these documents.

Yours faithfully,

Allen J. Maynard BAppSc (Geol), MAIG, MAusIMM.

Competent Persons Statements

The information in this report which relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Allen Maynard, who is a Member of the Australian Institute of Geosciences ("AIG"), and a Member of the Australasian Institute of Mining & Metallurgy ("AusIMM"). Mr Maynard is the Director and principal geologist of Al Maynard & Associates Pty Ltd and has over 40 years of exploration and mining experience in a variety of mineral deposit styles. Mr Maynard has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for reporting of Exploration Results, Exploration Targets, Mineral Resources and Ore Reserves" (JORC Code). Mr Maynard consents to inclusion in the report of the matters based on this information in the form and context in which it appears.

Brian J. Varndell, BSc General (London), BSc (Spec Hons Geology) (Rhodesia), Principal of Varndell & Associates Pty Ltd, (Residential Address Unit 3/70 Boundary Road, St. James, WA 6102) is a qualified geologist and a Fellow of the Australasian Institute of Mining & Metallurgy ("AusIMM") (No. 111022). He has been continuously engaged as a geologist in the mining, mineral exploration and evaluation industry since 1972 working on gold, diamonds and other precious stones, base metal and platinum group minerals, coal, mineral sands and industrial minerals projects.

This constitutes over 45 years of continuous experience in mineral exploration and evaluation and more than 40 years' experience in mineral asset valuation based on experience in all aspects of mining both underground and open pit, exploration planning and implementation, valuations and IPO assessment reports.

He holds the appropriate qualifications, experience and independence to qualify as an independent "Expert" or "Specialist" and "Competent Person" under the definitions of the Australian Securities Exchange Limited (ASX) and Australian Securities and Investments Commission (ASIC) regulations and requirements to provide independent experts reports, that respect the Valmin and JORC Codes, for listed and unlisted public companies.

1.0 Project Summary

1.1 Overview

The Mount Malcolm Project ("Project") is located in the heart of the Eastern Goldfields, east of the well serviced mining town of Leonora. The tenement portfolio overlies a 30 km strike segment of the Keith-Kilkenny Tectonic Zone ("KKTZ") surrounded by both the highly prospective Malcolm and Minerie Greenstone Belts and abutting the late Archean Melita Complex to the west and southwest. The Project area is within the Kurnalpi Terrain of the Mt Margaret Mineral Field in the Mt Malcolm District of Western Australia's Eastern Goldfields. The surrounding Leonora and Laverton Districts have historicity produced in excess of 50 Moz of gold ("Au"). The Leonora and Laverton region is regarded as a wellendowed tier one mineralised province.

The Project area is positioned on the boundary of the GSWA Leonora (3140) and Laverton (3240) 1:100,000 map sheets. The region hosts numerous historical workings which are considered to be primarily prospective for gold. The holding includes the Malcolm Mining Centre with an historic production yield of 47,200 oz (62,485 t @ 23.5 g/t Au).

The semi-contiguous 151 tenement package includes 2 Mining Leases, 2 Mining Lease Applications, 122 Prospecting Licences, 3 Exploration Licences and 21 Prospecting Licence Applications. The holdings straddle the Leonora-Laverton Road and extend NW to the Leonora-Nambi Road covering an area of approximately 274 km2 . Road access to and within the Project area can only be described as excellent (Fig 2).

Figure 2: M2M Prospects with Tenement location outline.

A significant amount of historical exploration activities have been conducted throughout the area of the Project. It is the opinion of the Competent Person that not all results of drilling are material for the purposes of this IGR.

Only the drill results contained in the tables of significant intersections are regarded as material by the Competent Person, they are relevant to the type of sample methodology and the low tenor background values are considered, usually assay results >1.0 g/t Au are regarded as significant and results >0.5 g/t Au are regarded as anomalous however the size of the different programs and the number of samples collected during each individual program has been considered. Only assay regarded as relevant, anomalous and significant are considered in this document. All samples and drilling procedures are historical and conducted by other parties. QA/QC procedures and protocols were not implemented in the vast majority of historical sampling methodologies however the procedures were conducted as per the industry standards of the day and assayed by reputable laboratories.

When considering the drilling results reported in this IGR, readers are directed to:

• Figure 16 setting out a regional drill hole collar location plan with geology (GSWA);
• Figure 17 setting out a regional drill hole collar location plan depicting holes with a down hole depth of 60m or greater; and
• Figure 18 setting out a regional drill hole collar location plan showing holes quoted in the IGR

This region forms part of the North-eastern Goldfields Province of WA which hosts numerous world class gold and nickel mines. In the past much of the area was held as small parcels of tenements by numerous companies and prospecting syndicates. The Project area has, for the first time ever, been consolidated by a single owner into a large tenement holding that is underexplored with excellent potential for the discovery of one or more significant gold deposits. Past exploration drilling has intersected strong gold mineralisation at many localities within the Mt Malcolm holding.

Significant gold deposits and auriferous discoveries in the district by other companies in recent decades include Mertondale, Cardinia, Raeside, Sons of Gwalia, Tower Hill, King of the Hills, Harbour Lights, Prospero, Thunderbox, Mt Morgans, Darlot, Edjudina /Porphyry, Granny Smith, Sunrise Dam and Carosue Dam. Apart from gold the project area is also considered prospective for base metals and rare earth metals.

The M2M tenements cover the western margin of the KKTZ, a major craton scale structural corridor comprising a kilometre wide highly strained fault zone encompassing the western margin of the 60 x 8 km sediment filled Pig Well Graben and adjacent adjoining sheared greenstone sequences (Fig 3).

Figure 3: M2M Project area over GSWA Geology.

The KKTZ is regarded as a deep-seated, mantle tapping structure providing a regional conduit for mineralised metasomatic fluids. Many significant gold and nickel mines are spatially associated with and along the >400 km structural feature, from the Carosue Dam gold mine, 160 km to the south to the Wiluna gold mine 275 km to the north. The KKTZ is an extensive megastructure. Additionally, commodities associated with the KKTZ further north include, the Leinster, Cosmos and Mt Keith Nickel mines near Agnew and several Base Metal VMS mines, Teutonic Bore, Jaguar and Bentley, located 20 km to the NW of the Project area. The latter base metal mineralisation is in the same felsic package as the Mt Malcolm holding.

Local lithologies are characterised by linear NNW trending, steeply dipping structures and steeply dipping stratigraphy. The area is marked by curvilinear fault traces and rapid variations in dip of foliation from shallow (10°- 40°) to steep (>70°).

Stratigraphy is disrupted by the development of NW, NNW, NS, EW and NE trending faulted shear systems displaying a variety of fold styles ranging from open to tight to isoclinal. The M2M Project has the potential to host additional economic gold deposits based on previous sampling results and structural interpretation.

The Project area is viewed as highly prospective for gold mineralisation as confirmed by past historical production, appropriate structure and host rocks of a suitable age and type. The Malcolm/Pig Well area is structurally complex. Deeper drilling is required to further define the gold anomalism outlined to date.

The district was first developed during the 1890s as a mining and pastoral region. The world class Sons of Gwalia gold deposit near Leonora was discovered in 1896 and has operated semi-continuously to the present day. From 1897-2003 the mine produced over 5 Moz Au. Underground production resumed in September 2008 after a three-year re-development program, with annual production of 82,795 oz Au reported. The Sons of Gwalia Mine is still in production today with published proven/probable ore reserves of 9.4Mt @ 6.3g/t Au for 1,892koz¹ of contained gold. ¹ (SBM:ASX) 24 Aug 2020

The M2M exploration prospect areas comprise the following:

• Calypso Prospect
• Malcolm Dam area including Golden Crown and Malcolm King.
• Sunday to Picnic Prospect.
• Malcom Mining Centre Prospect including the Black Cap Shear Zone, Dumbartons and Dover Castle.
• Mt Stewart Prospect including Paleochannel
• Germatong Prospect including the Rabbit Warren area.
• Emu Egg Prospect.
• Pig Well Prospect.
• Mt George Prospect.

1.2 Location and Access

The M2M Gold Project is located 10-25 km east and northeast of Leonora covering a strike length of approximately 30 km overlying prospective areas north and south of the historic Malcolm Mining Centre which produced 47,200 oz Au prior to 1954 (Fig 4).

During its heyday, before World War I Malcolm boomed. In 1904 Malcolm had a population of several hundred people, supporting up to five hotels, a brewery, a rail head, two banks and a stock exchange. Most of the high-grade underground mines closed by the early 1950s but several lower grade open cut operations have been worked in the district since the resurgence of the bullion price in 1979-1980.

The Leonora area has a long and rich gold mining history. It is a well serviced regional centre for the local mining, exploration and pastoral industries. The town currently supports a population of around 1,500 and it has its own sealed, all weather air-strip with regular flights to Perth.

Leonora is situated 830km from Perth and 230km north of Kalgoorlie. The sealed Great Eastern and Goldfields Highways provide excellent access into the region for road transport. A standard gauge railway line also services the town and links it with the major mineral export port of Esperance as well as Perth and the eastern States. Leonora is located on the GSWA 1:250,000 Leonora (SH51-1) Geological Map Sheet and the GSWA 1:100,000 Leonora Geological Map Sheet (3140).

Figure 4: M2M Tenements and Prospect Plan over Airphoto/TMI Image.

Access into the project areas from Leonora is via the sealed Leonora-Laverton Road plus a number of graded gravel roads and tracks north, east and south of the town. Fair weather access using 4WD transport within the leases is reasonable to good utilising existing station, fence-line and exploration tracks.

The climate is arid to semi-arid, with an average annual rainfall of only 250mm. However, rainfall can vary widely from year to year, with droughts followed by very wet years, usually as a result of the spin-off from tropical cyclones and lows.

Five classes of vegetation are recognised in the district, viz: mulga woodlands, acacia and tea-tree scrub, grasslands with scattered trees, succulents and salt-lake communities. Variations in vegetation can generally be attributed to changes in regolith, bedrock and rainfall.

2.0 Geology and Mineralisation

2.1 Regional Geology

All of M2M's Project areas are located in the Eastern Goldfields Province of the Yilgarn Craton of Western Australia. Most of the rocks within the tenements are of Archaean age. Such ancient rocks host many of the earth's major gold, nickel and base metal deposits and have been dated at between 2.5-3.0 Ga years old. The famous gold mines at Kalgoorlie which have produced over 70 Moz Au and the huge nickel sulphide deposits at Kambalda and Mt Keith are hosted by rocks of similar ages and origins.

Figure 5: M2M Project over Greenstone Belts showing significant local mines. (Note: The lateral extent of the Pig Well Graben and the Keith-Kilkenny Tectonic Zone) Reference: Mine resource numbers obtained from ASX releases or company web sites

The Archaean rocks of the Yilgarn Craton are broadly subdivided into granites and greenstones. The granites form large, coalescing, ovoid shaped regions up to several hundreds of kilometres in length and width, generally separated by narrow elongate Greenstone Belts composed of ancient volcanic rocks and sediments that have subsequently been deformed and metamorphosed by complex tectonic and mineralising events. Such events are believed to have been responsible for the formation of major gold, nickel and base-metal deposits in a wide variety of rock-types.

The orientation of the tenement holding is sub-parallel to the KKTZ, a regional scale deep seated mantle tapping megastructure, in the centre of a multimillion-ounce world class gold province (Fig 5).

Rock outcrop in the Leonora district is limited. The subdued topography generally displays a deep weathering profile which is often covered with aeolian sand and red brown lacustrine clays ranging in depth from a few metres to approximately 40 m.

The dominant rock types in the Malcolm area include a succession of NNW trending greenschist facies basalt, intrusive fine to medium-grained dolerite and porphyritic feldspar dolerite, black shales, siltstone, grits, Banded Ironstone Formation ("BIF") and medium-grained greywacke of Archaean age together with the conglomerates and epiclastic sediments of the Pig Well Graben. Quartz veining and minor quartz-feldsparporphyry dykes are located within shear zones. The supracrustal sequence is truncated by regional EW Proterozoic dolerite dykes.

Siliciclastic and carbonaceous sediments are confined to NNW trending intracratonic depocentres (late basins) or small grabens measuring some 1-2 km in strike and width. These smaller sedimentary basins are subsidiary satellite structures located to the west of the major regional feature, the Pig Well Graben, which is a large sediment filled regional basin trough some 60 km in strike length and several kilometres in width. The region is regarded as structurally complex.

To the west, a succession of dacitic to andesitic tuffs, breccias and lavas, feldspathic sediments, basalt, dolerite and cross-cutting granodiorite porphyry occur. Together with lesser chert and ferruginous sedimentary units, which are possibly the weathering product of black shales and/or silicified dacite or andesite units.

Shallow (10°- 40º) to moderately (40°- 60º) east or north-dipping extensional faults (lags) and lesser thrusts record the earliest deformation event and are responsible for regional stratigraphic trends within the Leonora District. The western margin of the Pig Well Graben, named the Glenorn Shear Zone, a prospective segment of the Keith-Kilkenny Lineament, is characterised by linear NNW trending, steeply east-dipping structures and stratigraphy. The entire KKTZ hosts historical gold workings and is regarded as a prospective gold corridor.

The majority of gold mineralisation is hosted by NW, NNW and EW trending shear zones and is typically associated with quartz, iron carbonate, iron chlorite and sericite alteration with variable (minor to 5%) pyrite and arsenopyrite mineralisation. The mineralised portions of the shear zones tend to occur on lithological contacts or close to the contact between their two lithologies. For example, at the Dumbarton prospect gold mineralisation is located on the contact between basalt and dolerite or within basalt close to the basalt-dolerite contact. At the Calypso prospect, gold mineralisation is located within strong iron-carbonate-pyrite-quartz alteration within magnetitic siltstone and a contact between this unit and the mass flow breccia, the conglomerate or chloritic siltstone units.

Lithological contacts are important because they tend to be zones of transposition from bedding into foliation and are also zones of relatively higher deformation contrasts. Generally, left or right stepping flexures in shears, shear zone width and zones of shear zone bifurcation also appear to play an important role on the local distribution of gold mineralisation within shear zones. Shear or fault zones are marked by penetrative foliation, rapid changes in the strike and/or dip of foliation and quartz vein development.

Gold mineralisation within the Malcolm holding is primarily structurally controlled. Gold mineralisation is also associated with quartz-sericite-pyrite-silica altered dacitic to andesitic fragmentals that are coincident with shallow north-plunging quartz boudins or "chert" boudins, within shallow north or moderately east-dipping extensional (lag) shears. Some "chert" boudins represent pipes of silicified pyritic dacite or andesite.

Shears or fault zones are persistent for hundreds of metres in strike and range in width from 5 to 150 m. North trending faults appear to be late in the overall deformation history as they truncate fold axes and other fault sets. Some mineralised shear zones are crosscut by the later regional foliation and are therefore likely to have formed relatively earlier in the deformation history (as at the Richmond Gem Shear and Dumbartons). Asymmetrical kink bands, sigmoidal quartz-carbonate veinlets and right stepping shear development indicate a right lateral sense of movement along north and NW trending fault sets. Quartz within these shears occurs as veins, veinlets or boudins. Numerous "old time prospector" gold occurrences in the form of pits, workings and shafts are dotted along these shear structures. Most of the "old workings" appear to have exploited highgrade (>20 g/t Au) portions of the quartz veining. The original prospectors did not actively pursue other styles of gold mineralisation.

The Australian continental landmass is very ancient and as a result the majority of the rocks of the Western Australian Yilgarn Craton are deeply weathered and oxidised. As a consequence, they are overlain by a variety of superficial sedimentary deposits often referred to as "cover". As a result of this long history, outcropping rocks of Archaean age within the Yilgarn Craton are not very common and usually only account for around 5- 10% of the landforms of any particular region. In the past, the effect of these weathering processes has greatly hampered mineral exploration but even so, many world-class mineral deposits, particularly gold, have been discovered in the region, dating from as far back as the 1890s.

During the past 10-30 years, a number of modern exploration techniques have been developed to overcome the surface cover problem. These include geophysical methods such as aeromagnetic and electromagnetic surveys and more recently gravity measurements. Geochemical exploration techniques have also become more sensitive and reliable, such as the Mobile Metal Ion ("MMI") technique. In addition, modern drilling methods have allowed areas that are obscured by regolith to be assessed more easily and economically by targeted exploration.

In the Leonora-Laverton region, several world-class "blind" ore-bodies have been discovered under alluvial cover during the past decade. These include Resources at the Wallaby gold deposit (6.7Moz1 ) and the Thunderbox gold discovery (3.114Moz² ) 1 Goldfields (2020) Mineral Resources & Mineral Reserves supplement to the Integrated Annual Report p.40. 2 NST:ASX 3 May 2021.

M2M believes that the potential for further such discoveries in the region remains high and the Company has accordingly chosen prospect areas that reflect this philosophy.

2.2 Mineralisation

The Leonora-Laverton region is second only to the Kalgoorlie-Kambalda region in Western Australia for its number and size of economic gold and nickel deposits. Within an 80km radius of the Project area, known gold endowment (including historic production) totals approximately 40 Moz with nine deposits containing in excess of 1 Moz Au; including two deposits in excess of 5 Moz Au. There are five operating gold treatment plants within the area as well as the Glencore Ni-Co laterite mine and pressure acid leach processing plant at Murrin Murrin (Fig 1).

Gold mineralisation occurs within a variety of rock types and appears to be primarily controlled by tectonic features (faults and shear zones) rather than by lithological considerations however geological contact zones are usually sheared and mineralisation is often near or along geological contacts.

2.3 Exploration Philosophy

M2M's exploration philosophy for its project areas is to initially gain an understanding of the structural controls which created the known mineral deposits of the region. Priority will be given to understanding the geological setting of the larger and mid-tier sized deposits in the region but it is considered that smaller, higher-grade gold and nickel deposits could also be developed profitably and possibly more rapidly.

From interpretation of aeromagnetic surveys, M2M has identified the KKTZ as a major tectonic lineament. A preliminary structural geological appraisal of the district has already been conducted and a number of high-quality targets identified that are not associated with historical workings or known mineral occurrences. These targets have been developed over many years by a combination of very detailed geological mapping and geophysical interpretation. Many of the major targets identified occur below cover in areas of deeply buried Archaean bedrock. Most of these targets had very little or no exploration carried out over them to date, although they are often close to areas of previous investigation.

Figure 6: M2M Prospects – GSWA Geology and Target Area Summary. (Note the extensive coverage of the Pig Well Graben and KKTZ).

3 Calypso Prospect

3.1 Geology

The Calypso P37/9105 and P37/8791-93 and P37/8906-12 tenements are completely soil covered, up to 50 m, with transported clays, aeolian sands and hardpan. Outcrop is non-existent. The prospect is located in a zone of regional dilation approximately 2 km west of the KKTZ.

The area is structurally complex with both EW and NS fold axial traces however its unknown how the interference of these two folds sets has influenced the lithological patterns at Calypso itself. Geological evidence suggests that prominent E-SW and NW trending fault zones truncate the fold pair.

Calypso is a shallow dipping gold deposit with mineralisation associated with a variety of NNW trending sedimentary rock types, mainly an intensely altered iron carbonate-pyritequartz within a magnetite siltstone and intense carbonate alteration in a relatively unaltered siltstone (Fig 7).

Mineralisation is focused on faulted contacts between the magnetite siltstone and other sedimentary facies including massive flow breccia in a poorly sorted feldspathic matrix, polymictic conglomerate or chloritic siltstone and related to intense quartz-carbonate alteration with or without sericite and pyrite.

Higher gold grades are generally associated with zones of higher pyrite abundance.

Figure 7: Calypso Prospect-North Interpreted Geology with selected hole locations.

Other local rock types include shales, conglomerates, BIF and mass flow breccia. The contact zones are usually faulted. Intrusives include feldspar-quartz pyritic diorite dykes and feldspar-quartz-biotite pyritic dolerite dykes. All lithologies have undergone greenschist facies metamorphism and varying degrees of metasomatism and hydrothermal alteration.

The Calypso zone is dominated by two areas of NE striking folded BIF (dipping 45° to 65° NW) with the western limb, interbedded with shale and greywacke, being overturned.

3.2 Historical Exploration

The Calypso area has been explored by numerous exploration and mining companies in recent times including: Occidental Minerals NL (1979), Valiant Consolidated Ltd - Union Oil Development Company [nee BHP Minerals Division Ltd] (1983-86), Minplex Resources Pty Ltd - Anglo Consolidated (Aust) Pty Ltd ("Anglo") in 1986 and 1997 to 1998, Lake Raeside NL (1996), Ashton Gold (WA) Ltd (1992), Aurora Gold Limited (1994), North (1995-97) and Torian Resources Ltd ("Torian") (2016-20).

The prospect was discovered by BHP during the 1980s. Numerous anomalous shallow 30-40 m vertical reconnaissance holes drilled in this area had located values up to 0.75g/t Au near the base of oxidation. The Calypso mineralisation is within sediments and gold mineralisation occurs along a sheared BIF/conglomerate contact within a complexly folded greenstone sequence. Mineralisation is mainly confined to the northern zone previously drilled by BHP in the mid-1980s (Figs. 14 and 15).

Figure 8 Calypso Prospect with drilling and intersection locations over aerial photography.

				North 1997 diamond drilling returned several significant intersections presented in Table
1.

Hole ID	Easting GDA94	Northing GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
CD003	357237	6790158	090°	-60°	183.5	108	109	1	1.02
and						126	132	6	3.53
and						138	141	3	4.38
CD004	357337	6790158	090°	-60°	152.6	95	101	6	2.72
CD006	357537	6790157	090°	-60°	226.5	45	46	1	2.30
and						50	54	4	4.05
and						100	104	4	1.63
CPRC010	357307	6790268	045°	-60°	141	102	107	5	4.56
CAC0061	357537	6790158	000°	-90°	92	36	44	8	1.63

Table 1: Calypso – North - Significant Drill Intersections.

Only intersections >1.0g/t from the drill programs (North) are reported CD series, 1,219.6m (6 holes) and CPRC series, (10 holes) 1,479m and CAC series, (27 holes) 1,641m. Assays between 1.0 - 0.5g/t Au are considered to be anomalous but not significant, these results are not reported. The vast majority of sampled intersections were <0.5g/t Au. Lower order results are not considered material.

Selected peak returns from the initial diamond drilling by BHP at the Discovery zone at Calypso within repetitions of folded stratigraphy are presented in Table 2.

Hole ID	Easting GDA 94	Northing GDA 94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
CDH-3	357219	6790095	112°	-60°	224	76.04	76.75	0.35	1.82
or MAD003	and					100.7	103.0	2.30	2.07
or MD-3	and					109.1	110.5	1.4	1.84
	and					112.5	114.9	2.4	2.07
	and					123.5	124.9	0.9	9.39
	and					133.0	136.5	3.5	3.41
	and					138.4	139.0	0.6	5.41
	and					145.8	146.3	0.5	9.17
	and					190.5	205.4	14.9	1.55
CDH-5	357279	6790433	000°	-90°	186	6.0	8.0	2.0	2.46
or MAD005	and					13.0	16.0	3.0	3.17
or MD-5	and					17.7	18.7	1	1.35
CDH-9	357260	6790462	135°	-60°	77	10.98	16.30	5.32	3.77
or MAD009	and					26.75	28.0	1.25	2.50
or MD-9	and					30.7	32.08	1.38	1.81
CDH-15	357281	6790456	135°	-60°	77	5.0	42.0	37.0	1.02
or MAD0015	including					8.0	11.61	3.61	1.40
MAD-15	including					32.0	32.5	0.5	2.30
	including					34.0	42.0	8.0	1.90
CDH-17	357267	6790450	315°	-60°	107	11.0	15.75	4.75	2.27
or MAD017	including					29.65	30.35	0.7	1.64
or MD 17	including					34.0	37.0	3.0	2.99
	including					46.5	47.0	0.50	1.01
	including					48.0	49.5	1.5	2.11

Table 2: Calypso Discovery Zone – BHP - Significant Drill Intersections.

Drill hole ID has been changed and holes have been renamed twice over time, depending on source.

Only intersections >1.0g/t from the diamond drill program (North/Minplex) are reported MAD series, 2,793m (29 holes). Assays between 1.0 - 0.5g/t Au are considered anomalous but not significant, these results are not reported. The vast majority of sampled intersections were <0.5g/t Au. Lower order results are not considered material.

Calypso has undergone numerous exploration phases since first being discovered, chiefly between 1984 to 1997, when exploration activities included geophysical interpretation (high resolution magnetics and IP), geological mapping, geochemical soil sampling and drilling including aircore, RAB, RC and diamond. In the past Resources have been estimated by some Companies, however it is the opinion of the Competent Person that the data does not stand up to JORC 2012 scrutiny and cannot be used in modern Resource Estimates.

The geological data is poorly validated with low confidence levels in collar coordinates, downhole surveys, weathering profiles, density test work and appropriate QA/QC. Any model can only be classified as Inferred. However, the geological information collected to date is presentable as a basic guide and further exploration drilling confirming earlier results will be subject to JORC 2012 standards.

The structural complexity and styles of mineralisation have not been adequately addressed. The prospect presents as a mature but under explored target zone.

Geological evaluation with geophysics, interpretation of previous exploration results followed by drill testing is proposed. The system remains open at depth and to the south.

Follow up historical diamond drilling by BHP returned results presented in Table 3:

Hole ID	Easting GDA94	Northing GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
OD002	357251	6789972	360°	-60°	207	187.5	189.5	2.0	1.96
and						191	192.5	1.5	1.20
and						195	197.7	2.7	1.40

Table 3: Calypso – BHP Drilling - Significant Intersections.

Only intersections >1.0g/t from the diamond drill program (Occidental/BHP) are reported OD series, 385.5m (2 holes). Assays between 1.0 - 0.5g/t Au are considered anomalous but not significant, these results are not reported. Lower order results are not considered material.

Figure 9: Calypso Prospect with Aero magnetics (TMI) and significant drill intersections over aerial photography.

RC drilling in 1997 and 2018 with aircore in 1997 returned significant results as presented in Table 4.

Hole ID	Easting GDA94	Northing GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (metres)	Au (g/t)
CPRC009	357027	6789948	135°	-60°	150	65	66	1	2.08
and						105	107	2	2.46
CPRC010	357307	6790268	045°	-60°	141	102	109	7	3.48
including						102	103	1	8.71
CAC061	Not recorded					36	44	8	1.69
CRC024	357477	6790317	unknown	-60°	150	89	98	8	1.12
including.						89	93	4	1.34

Table 4: Calypso – North and Torian Drilling - Significant Intersections.

Only intersections >1.0g/t from the 3 different drill programmes (Torian & North) are reported. CRC series, 1,232m (20 holes) 345 samples. CPRC series 1,479m (17 holes) 1,466 samples. CAC series 1,389m (20 holes) 350 samples. Assays between 1.0 - 0.5g/t Au are considered anomalous but not significant, these results were minor and isolated and not reported. The vast majority of sampled intersections were <0.5g/t Au and in the majority of those were below the gold detection limit. These lower order results are not considered material.

3.3 Raeside East Prospect

Tenements P37/8905-8908 were formerly explored by Magnetic Resources NL ("MagRes") and are covered with recent transported sediments relating to the local creek-controlled deposition regime of Lake Raeside. BHP in 1984, Austwhim Resources NL ("Austwhim") in 1989, North Ltd ("North") in 1997, Dominion Mining Ltd ("Dominion") in 1989, St Barbara Ltd ("St Barbara") in 2011 and MagRes in 2019 have all conducted limited aircore or RAB drill exploration programs. No significant gold mineralisation has been encountered however a relationship between low order gold results and low order arsenic results (Au:As) has been established.

The dominant magnetic feature over P37/8908 is a large discrete circular magnetic high, similar to the Calypso signature, 2.5 km further SE. The magnetic anomaly is mostly located inside an Aboriginal Heritage define exclusion zone on the edge of Lake Raeside. The NE margin of the anomaly is outside the exclusion zone. MagRes drilled 85 RAB holes on P37/8906-08 with no significant intersections returned however the holes were shallow and no bedrock was intersected.

Austwhim in 1988 to 1989 RAB drilled geological and geophysical targets to a maximum depth of 30 m intersecting mainly basaltic and doleritic mafic rocks with low Au values, generally <10 ppb Au.

North in 1997 conducted deeper more extensive aircore drilling to 100 m testing conceptual targets and geochemical anomalies. Drilling intersected dolerite and basalt in the north and volcaniclastic siltstones and sandstone in the south. Gold results were generally low returning maximum grades of 83 ppb Au and 270 ppb As from 48-52 m. In RERA36 collared inside the Heritage exclusion zone over the magnetic anomaly, were a peak result of 460 ppm As was also intersected. Only peak geochemical results are regarded as material and reported as such.

Historical A/C and RAB drill intersections are not as reliable as RC or diamond core sample results. Low order (<0.5g/t Au) drill related assays are not material due to the lack of a meaningful lithological description and the reported mineralisation style. The maximum A/C and RAB grades, although low, are indicative of potential mineralisation and are useful as a guide if a targeted program is undertaken.

Dominion in 1989 to 1990 conducted minimal exploration including soil sampling, rock chip sampling and a few aircore holes with no significant returns.

St Barbara in 2011 conducted limited vertical aircore drilling to test concealed conceptual targets but no significant results were returned.

The structural complexity and the circular magnetic high have been poorly tested and geological controls have not been adequately addressed. The Raeside East prospect presents as an under explored area. Geological evaluation with geophysics, interpretation of previous exploration results followed by drill testing are proposed.

3.4 Braiser Prospect

The former MagRes Braiser Prospect over P37/8909-8912 adjoins the Calypso Prospect in its NE corner. An elongate magnetic target, parallel to the stratigraphy, covers the entire holding. In the southern tenement, P37/8912, as at Raeside East, a second circular magnetic feature has been defined. The sequence of basalt-dolerite-gabbro and felspathic sediments are cut by an interpreted NW trending shear zone that represents the Malcolm Shear or a western splay structure of the KKTZ. The dolerite/gabbro units form two distinctive linear magnetic features that terminate at the circular magnetic anomaly in the southern end of the tenement group.

Previous exploration includes North in 1997 who reviewed previous exploration and summarised historical drill results. Austwhim in 1988 to 1989 conducted shallow RAB and aircore drilling with results in the 10-50 ppb Au range. Drilling at the circular magnetic target intersected dolerite with maximum returns of 50 ppb Au. North in 1997 focused most of their drilling to the west of the Braiser holding and north of Calypso however they also drilled the southern magnetic anomaly intersecting phyllite metasediments, basalts and magnetite siltstones similar to the geology at Calypso. Rubicon Resources Ltd ("Rubicon") in 2007 carried out an auger geochemical sampling program over the eastern segment of the tenements. Results were mostly <10 ppb Au, with a peak result of 59 ppb Au. MagRes in 2018 to 2021 conducted soil sampling that defined a 1.3 km long low order Ni:Cu:Co trend coinciding with a mapped gabbro unit. Other gold and pathfinder anomalies were scattered and isolated.

Only peak geochemical results are regarded as anomalous and reported as such. Very low order (<100ppb Au) geochemical drill related intersections are not material due to the lack of a meaningful mineralisation style. The maximum A/C and RAB grades are regarded as an extremely low order and no coherent targets were identified by North, Austwhim or Rubicon.

Further geological investigation including data consolidation and a review of past exploration is required prior to any target definition. The NW linier magnetic trend presents as a structural target. The project area is regarded as underexplored.

The Melita, Malcolm South, Raeside East and Braiser Prospects present as secondary target areas.

3.5 Proposed Exploration Budget

Exploration at Calypso Prospect
Budget \$651k	Year 1	Year 2
Administration costs	\$2,000	\$2,000
Assays	\$27,000	\$40,000
Contingency	\$20,000	\$20,000
Data compilation	\$15,000	\$15,000
Equipment and consumables	\$5,000	\$7,000
Field Camp costs	\$10,000	\$10,000
Field supplies and support	\$12,000	\$12,000
Follow up RC and diamond drilling	\$60,000	\$120,000
Follow up A/C or RAB drilling	\$45,000	\$15,000
Geological/Geophysical interpretation	\$10,000	\$4,000
Heritage and Environment	\$3,000	\$3,000
Metallurgical test work	\$5,000	\$4,000
MMI geochemical survey and sampling	\$15,000	\$15,000
Rehabilitation costs	\$7,000	\$10,000
Reinterpretation of magnetic geophysics	\$5,000	\$5,000
Resource Assessment	\$4,000	\$0
Tenement costs	\$14,000	\$14,000
Drilling and Geo-Technical Personnel	\$80,000	\$81,000
Total	\$339,000	\$377,000

The proposed Calypso area exploration budget is presented in Table 5.

Table 5: M2M Project – Calypso Prospect Proposed Budget.

4.0 Malcolm Dam Prospect

4.1 Introduction

The geology at the Malcolm Dam Prospect (which hosts the Golden Crown) formally the Malcolm Dam Project held by Jubilee Gold Mines NL ("Jubilee"), is comprised of andesitic fragmentals with a thin dacitic/chert horizon hosting a tightly overturned antiform displaying an E-W trending axial plane. Cherts form intermittent sub-crop on the margins of the dacitic unit, with discreet zones of intense shearing (striking 60°- 70°) occurring along the axial plane. Gold mineralisation is associated with sericite-quartzpyrite alteration within sheared andesite fragmentals adjacent to relatively more competent lava flows and localised high-grade ore shoots (quartz boudins) within carbonated basalt, that plunge shallowly (30°) north.

4.2 Golden Crown Sub-Prospect M37/475

Historical 1993 regional RAB drilling by Jubilee (MSR series) at Golden Crown is presented in Table 6. The wide spaced shallow drill program covered a large area, 186 holes for an advance of 6,463m. Only intersections over +2m and >1.0 g/t Au are quoted and regarded as significant, other lower order assays are occasionally anomalous (1.0- 0.5 g/t Au) however by far the vast majority of assays are <0.5g/t Au. Lower order RAB assays are not considered material however they can be used as a guide to potential zones of interest.

Hole ID	East GDA94	North GDA94	Azimuth	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MSR055	349117	6802914	270°	-60°	64	15	27	12	2.40

Table 6: Golden Crown – Jubilee drilling - Significant Intersection

The follow up deeper historical RAB and RC drilling by North, Jubilee and Melita returned significant drill results presented in Table 8. Jubilee followed up previous RAB with a short RC drill program (MRC series), 18 holes for an advance of 640m. Only intersections over +2m and >1.0 g/t Au are quoted in the tables and are regarded as significant, other lower order assays are occasionally anomalous (1.0-0.5 g/t Au) however the vast majority of assays are <0.5g/t Au and results <1.0g/t Au are not considered material at this stage of exploration. Likewise, Melita conducted limited drilling at Golden Crown (MDRC series) in 1987-88, 18 holes for 640m to an average depth of 43m. Only results regarded as significant (+2m and >1.0 g/t Au) are tabulated in Table 7.

Hole ID	East GDA94	North GDA94	Azimuth	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MSR145	353388	6797158	270°	-60°	64	4	12	8	1.15
MSR344	348937	6802958	270°	-60°	60	32	36	4	10.40
MSR345	348987	6802958	270°	-60°	56	40	48	8	1.31
MRC053	349127	6802898	270°	-60°	35	17	21	4	5.01
MRC054	349130	6802911	270°	-60°	41	25	27	2	1.34
MRC057	349092	6802927	180°	-60°	27	15	19	4	1.12
MRC067	349135	6802903	270°	-60°	45	29	37	8	3.17
MRC070	349098	6802891	000°	-90°	30	11	13	2	1.80
and						27	29	2	2.28
MDRC001	349168	6802980	262°	-60°	63	32	34	2	1.23
MDRC004	349124	6802908	260°	-60°	32	8	24	16	1.63
MDRC007	349114	6802944	260°	-60°	38	30	32	2	1.36

Table 7: M2M Project, Golden Crown area – North, Jubilee and Melita drilling - Significant drill results.

Both Jubilee and North drilled vertical or westerly orientated exploration drill holes and whilst high grades were intercepted, they failed to test the north plunging mineralisation. The adjoining tenement (M37/510 at that time) was not granted preventing access north of the workings. The Sunset Well Shear Zone strikes NNW through old expired M37/510. This shear has a strike length of some 10 km occurring at the contact between sheared felsic volcaniclastics/volcanics and mafic rocks, the structure hosts the Sunset deposits, as at Prospero. The Jubilee mapping and sampling of previous drilling indicates that gold mineralisation may also be located in sheared felsic schists with a SE dip. It is possible that North was also targeting the schists rather than the quartz boudins that were historically exploited within the workings.

The drill holes are mostly shallow and within 40 m of the surface. A possibility exists for economic concentrations of gold mineralisation to be present at depth and north of the current historical drill pattern as well as within sheared, schistose units.

Additionally, North also intersected anomalous base metal mineralisation with assay results returning copper (Cu) to 235 ppm, lead (Pb) to 390 ppm and zinc (Zn) to 1,220 ppm. The geological calc alkaline volcanic complex setting of the Malcolm Dam - Golden Crown area is indicative of potential Volcanic Hosted Massive Sulphide ("VHMS") mineralisation. Layered gabbro immediately to the southeast may provide the intrusives necessary for VHMS style mineralisation. These gabbros are known to host thin copper mineralisation elsewhere in the district, as at Murrin Murrin.

4.3 Devine Well Sub-Prospects

The Devine Well Prospects within P37/9204-9207 were previously explored by MagRes. The tenements overlie the western limit of the KKTZ, which is considered to be one of the main deep seated fluid pathways in the district. Most of the known gold deposits are formed as clusters along second order structures and lithostructural contact margins adjacent to the major NNW trending province scale KKTZ.

The northern most tenement P37/9204 surrounds a small old excised GML(M37/944) which covers a small dolerite outcrop where recent soil sampling by MagRes returned soil geochemistry sample results up to 35 ppb Au along the NW GML tenement boundary; a zone that coincides with the mafic/BIF/fine grained sedimentary contact along the western margin of the KKTZ boundary. The grid controlled (40m x 200m) soil sampling program comprised 164 spot samples, only 15 samples returned results >5ppb Au, the vast majority of returned assays being <2ppb Au. The results are regarded as being of a very low order only 5 samples returned results >10ppb Au. The results are above background and are of interest as a potential mineralisation guide but are not regarded as material by the Competent Person due to the extremely low grade being five sample results >0.01 g/t Au with a peak result gold in soil result of 0.035 g/t Au. Only sample results >0.5 g/t are regarded as anomalous.

The Devine Well tenements cover a disjointed segment of the normally linier NNW trending regional magnetic image which interpretation suggests is related to a subtle NE trending structural feature, focused on a small jog in the tectonic contact on P37/2905 and to a lesser extent on P37/9206. The NE structural feature represents a disruption in the linier sedimentary horizon adjacent to the KKTZ western contact which interpretation suggests is a repetition of tightly folded strata.

Sheared lithological contact zones adjacent to the KKTZ are considered areas of structural interest, the lithological sediment/mafic contact presents as a target zone. The tenements are covered with recent tertiary creek related alluvial/colluvial sediments and geochemical sample results may represent a transported anomaly or transported barren recent sediments. There is no recorded drilling and very little exploration has been conducted on the prospect but the area has been geochemically soil sampled, the majority of assay results are below background and therefore not considered material for the purposes of this IGR. Mobile Metal Ion ("MMI") geochemical sampling may assist with more detailed regolith assessment.

4.4 Malcolm King Sub-Prospect P37/9208

Greenstone sequences east of Malcolm King comprise regularly interbedded mafic and felsic volcanics. The sequence is predominantly felsic with lesser basalt interbeds in the south however basalt becomes more significant in the north. The holding is located immediately west of the northern extent of the Black Cap Shear Zone. Several disjointed quartz vein remnants are evident in areas of no outcrop to the west.

Primary Gold mineralisation is invariably associated with quartz veining in gossanous cherts at Malcolm King and in highly sheared mafics at nearby Golden Valley. The chert horizon may represent an unconformity between the mafic and felsic rock suits, the targeted cherts display intense folding and faulting (Fig 10).

Zones of intense carbonate alteration are related to areas of high structural deformation, an observation that is also noted in most of the old workings. All rock types have undergone distortion to some degree with strong foliations and schistosity, brecciated textures being common.

The project area hosts the King of the East, Primrose Day and Midas working which are central to the Golden Crown - Great Northern line of workings. Historical Midas production figures yield 1,492 t for 1,300.2 oz Au at an average grade of 41.8 g/t Au, one of the districts richest and consistent producers. Strike and depth extensions to these workings present as drill targets.

Figure 10: Malcolm King cross section 53,906 mN (Local grid, from Cook and Williams Annual Report 1994)

In 1995 Jubilee RAB and RC drilled the Malcolm King, Midas and Golden Valley Prospects, with significant RC intersections returned from Malcolm King in gossanous cherts immediately east of the Waikato workings, no previous production records are available.

The Jubilee RC drilling (MRC series) of 14 holes for an advance of 720m followed up the previous significant intersection in MRC065. The hole directly behind (MRC077) returned a significant result as well as the hole 40m along strike north (MRC081). Results are presented in Table 8.

Drilling (MCR083-090) along strike at 200m intervals intersected the continuous chert unit but no significant results (+1.0 g/t Au) were returned. Only intersections wider than 2m and >1.0 g/t Au are considered significant. Assays between 1.0 - 0.5g/t Au are considered anomalous but not significant. The vast majority of drill results were below the level of detection or of a low (<0.5 g/t Au) order. These lower order results are not considered material.

Hole ID	East GDA94?	North GDA94?	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MRC066	350375	6803550	270°	-60°	41	13	15	2	1.40
MRC065	350383	6803555	270°	-60°	40	29	34	5	5.09
MRC077	350396	6803536	270°	-60°	60	42	50	8	5.69
including						44	46	2	15.90
MRC081	350375	6803595	270°	-60°	62	40	48	8	1.14

Table 8: Malcolm King – Jubilee Drilling - Significant Intersections.

The Jubilee MRC series are shallow holes with a maximum depth of 60 m and often cross sections consist of a single drill hole. The Malcolm King workings have not been fully drill-tested. The untested workings and the chert horizon at depth and along strike present as drill ready target zones.

4.5 Golden Valley Sub-Prospect P37/8865

Golden Valley gold mineralisation on the eastern margin of the intensely sheared mafic schists of the Black Cap Shear is hosted within ferruginous quartz veins within felsic, chlorite-sericite carbonated schists, which have been identified as dacite. Quartz veining appears to be associated with the core of a synclinal structure.

A number of historical workings exist along strike including the Golden Prize and Windsor Castle and the nearby Great Northern on an adjoining excised tenement that had historical production of 401.25 t for 303.65 oz Au from 1909 to 1912.

Significant Jubilee drill results along the Black Cap Shear Zone are presented in Table 9, all other results <1.0 g/t Au are not considered material for the purposes of this IGR. Jubilee followed up historical drill hole intersections (MRC013) with MRB052-056 (300m for 5 holes). The target horizon was intersected and low-grade mineralisation (<1.0 g/t Au) was intersected in widths up to 6m. The 5 hole drill program failed to intersect values regarded as significant and all assays were below <1.0 g/t Au and not considered material for the purposes of this IGR. Down hole water flows and poor sample recovery hampered the drilling program.

Hole ID	East GDA94	North GDA94	Azimuth	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MRC010	353020	6800717	270°	-60°	33	13	15	2	2.86
MRC012	353014	6800730	270°	-60°	33	7	9	2	1.84
MRC013	353024	6800737	270°	-60°	31	23	25	2	1.34
MRC014	353016	6800755	270°	-60°	35	25	29	4	2.02
MRC016	352990	6800794	270°	-60°	29	7	9	2	1.52
MRC018	353006	6800805	270°	-60°	55	19	21	2	2.80

Table 9: Golden Valley – Jubilee Drilling - Significant Intersections.

4.6 Melita Sub-Prospect

The Melita Sub-Prospect is mainly covered by E37/1367 it was previously explored by MagRes and is located 2.5 km east of the Forgotten Four and 1.5 km east of the Michelangelo Raeside gold deposits (Total Raeside Resource, 175k oz Au KIN:ASX 17 May 2021). The holding was subject to limited shallow regional 300 or 400 m spaced vertical RAB drilling in 1988 (MSR403-412) for an advance of 409m. The peak drill result from 71 composite (4m) samples returned 0.114ppm Au with only 2 composite assays >0.05ppm Au. The results of the drilling are regarded as a very low order and reflect background values only. They are not regarded as material for the purpose of this IGR.

MagRes conducted a partial grid controlled geochemical soil sampling program (200m x 40m) in the NE of the tenement for an advance of 444 sample points. Much of the tenement is covered by recently transported sediments, the underlying moderately sheared lithologies at Melita include dacite, strongly weathered basalt and felsic volcanics. The Black Cap Shear Zone truncates the tenements NE corner and extends south to Golden Valley and Nicks Knob. Local mineralisation is associated with quartz veining.

The recent geochemical sampling by MagRes has defined a narrow 1 km long (+10ppb Au) gold-in-soil anomaly, peaking at 43 ppb Au, in the north of the tenement together with small gold-in-anomalies near the western and eastern tenement boundaries. The sampling program returned very low order assay results with only 35 samples >10ppb Au. Although subtle the >10ppb Au results reflect the local structural trend. This identified zone is contiguous with the eastern side of the Black Cap Shear target zone and may be associated with old workings further north however it has not been drill tested. Only results >0.5 g/t Au are considered to be anomalous. The peak result returned from the sampling program equates to 0.043 g/t Au and is not considered material by the Competent Person.

The identified geochemical anomaly warrants closer spaced in-fill sampling and additional investigation. Smaller anomalies that require some follow up were also identified near the holdings western and eastern boundaries. In addition, several magnetic anomalies remain unexplained including a large circular magnetic high that's approximately the same size as the Calypso magnetic high.

4.7 Proposed Exploration Budget

The proposed Malcolm Dam area (including Malcolm King and Golden Crown) exploration budget is presented in Table 10.

Exploration at the Malcolm Dam Project
Budget \$845k	Year 1	Year 2
Administration costs	\$2,000	\$3,000
Assays	\$26,000	\$40,000
Contingency	\$15,000	\$20,000
Data compilation	\$25,000	\$25,000
Equipment and consumables	\$9,000	\$10,000
Field Camp Costs	\$6,000	\$6,000

Field supplies and support	\$20,000	\$30,000
Follow up A/C or RAB drilling	\$45,000	\$0
Follow up RC drilling	\$47,000	\$150,000
Geological/Geophysical interpretation	\$10,000	\$5,000
Geological Mapping & Ground truthing	\$15,000	\$15,000
Heritage and Environment	\$6,000	\$6,000
Metallurgical test work	\$6,000	\$0
Rehabilitation costs	\$8,000	\$15,000
Reinterpretation of magnetic geophysics	\$5,000	\$5,500
Tenement costs	\$20,000	\$20,500
Drilling and Geo-Technical Personnel	\$111,000	\$117,000
Total	\$376,000	468,000

Table 10: M2M Project – Malcolm Dam area Proposed Budget.

5.0 Sunday - Picnic Prospect

5.1 Introduction

The prospective Sunday-Picnic tenements, previously held by Pacrim Energy Ltd ("Pacrim") are located in the centre of the Mt Malcolm Gold Project overlying a NW-SE trending mafic volcanic, doleritic, gabbro, ultramafic, meta-sediments and felsic volcanic greenstone sequence immediately adjacent to the KKTZ. These units are variably sheared, often strongly schistose, and follow the regional strike of 320°.

5.2 Regional Geology

The mineralised structures identified to date parallel the NNW-SSE trending Keith Kilkenny Tectonic Terrain boundary and are interpreted as related splays that are disrupted by cross faulting. These structural disruptions are believed to have an important bearing on localising gold mineralisation in the region.

The KKTZ is characterised by a series of long linear NNW faults and shears covering a major regional large scale Tectonic Zone along the western margin of the Pig Well Graben. This megastructure zone may be up to 5 km wide extending NW along strike beyond Wiluna and also traceable over 150 km SE of Malcolm. Several significant mineralised areas and gold/nickel deposits are dotted along this structural lineament including gold deposits at Wiluna, Thunderbox, Edjudina/Porphyry and Carosue Dam together with nickel deposits at Perseverance, Yakabindie, Mt Keith, Honeymoon Well and the Waterloo Prospect, NNW of Leonora.

The majority of the prospective areas are located in the eastern-central half of the tenement holding including Sunday-Picnic.

The shear hosted Archean Greenstone units have been influenced by the intense shear/deformation regime of the KKTZ which displays a destructive low magnetic signature. Other local large areas of deformation include the Malcolm Anticline and the Pig Well Graben. Evidence of gold mineralisation along the strike of these structures is confirmed by countless historical workings, auriferous occurrences and numerous historical anomalous drill intersections.

The KKTZ and surrounds presents as a disjointed region displaying a high degree of structural deformation and suitable host sheared greenstone assemblages that have been mineralised by the late-stage gold event. The disrupted tectonic corridor presents as a first-class structural gold target. The M2M holdings cover approximately 30 km of strike along this feature and its immediate surrounds.

5.3 Local Geology

Local lithologies within the Sunday-Picnic-Orphan area include underlying sheared basalts, quartz‐rich clastic sediments, ultramafic rocks, intrusive felsic porphyries and reworked felsic tuffs incorporating chert and shale. Lithologies have been intruded by conformable dolerite‐gabbro sills.

As a result of greenschist facies metamorphism mafic rocks have undergone chlorite alteration, whilst felsic rocks have undergone chlorite‐sericite alteration. Stratigraphy generally strikes north-westerly, as do large and small-scale structures, due to the proximity to the disruptive KKTZ. The mafic wedge hosting the Sunday line is positioned between Pig Well Graben related structures and lithologies and is in close proximity to the western geological contact boundary of the KKTZ.

The intense degree of deformation along the KKTZ can be observed in the Sunday open pit, where low grade gold mineralisation occurs in quartz stockworks and oxidised sediments hosted in SW plunging zones of quartz-carbonate veining localised in fold hinges within the intensely deformed schist.

Historically, several minor local workings have exploited higher grade zones resulting in minor gold production.

Gold mineralisation along the Picnic Shear has been found to occur in association with anomalous arsenic, sericitic alteration and bleaching. Interpretation of drilling results indicates that the structure has undergone near surface gold depletion.

5.4 Sunday P37/9073 and Picnic Gold Workings

The Picnic gold‐workings are located on a very small rectangular excised tenement (M37/1144) approximately 2 km north of the Sunday Mine and located along strike enclosed by P37/9073. Geology comprises a sequence of NNW striking sheared quartz sericite sediments and interbedded mafic volcanics located in close proximity to the western edge of the KKTZ.

Two NW striking gold mineralised shear zones are located some 30 m apart. The main shear zone is quartz rich and extends for more than 1.2 km along the length of the Picnic tenement. RC drilling at the southern workings zone demonstrates the potential of continuous gold mineralisation along strike to the south. The mineralisation identified to date remains open at depth, tested to a maximum depth of 80 m, and open along strike. The western shear has been drill tested to an average depth of 46 m displaying an average true width of 11 m over 240 m of strike. The east shear has been drill tested to an average depth of 65 m, but only tested by 3 RC holes that display an average true width of 3 m over 180 m of strike. Historical workings occur throughout the area and a small open cut mined to approximately 7 m depth during the 1980s extracted 2,215 t of ore that was processed at the Leonora State Battery for an average grade of 4.27g/t Au.

South of Sunday gold workings comprise a series of shafts and diggings over a strike length of approximately 350 m following a NNW geological trend with a dip of approximately 50° to the SW.

The workings are terminated and off set at each end by E-W faults. The deepest shaft is approximately 30 m deep and the underground drives in the mineralised lode zone range in width from 2 to 6 m.

Gold occurs in quartz stockworks and an oxidised sediment host. The Sunday Mine commenced production in 1897 with reported historical production of 4,535 t at +20 g/t Au, mostly between 1897 to 1912. More recently, in 1984, some 281 t of dump material from the Sunday shaft collar were processed averaging 5.3 g/t Au to produce 47 oz of gold while alluvial mining during 1985 yielded 76.5 oz of gold. Archaean Gold NL ("Archaean") in 1994 carried out a review of the previous exploration data over the Northern, Central and Southern zones at Picnic and estimated a pre JORC inferred mineral resource of 21,000 t @ 2.35 g/t Au (Baker 2000). The specifics of the resource calculation are not detailed in the Baker Annual Report and the historic inferred resource is not considered as being reliable due to the pre JORC classification and the lack of data.

The reported inferred resource by Archean is a historic resource that was not reported in accordance with the JORC 2012 code. The Competent Person has not done sufficient work to classify the historic resource as a mineral resource in accordance with the 2012 edition of the JORC code. It is uncertain that following evaluation and/or further exploration work that the historic estimate will be able to be reported as a mineral resource in accordance with the JORC code. The Company is not aware of any more recent estimates applicable to this historic resource and intends to undertake the exploration program set out in this IGR to test the historic resource area over the 2 year period following the date of the Company's listing on the ASX

Midas old workings with remnant head frame foundations.

Figure 11: Geological Interpretation of Sunday – Picnic Prospect with Historical Drilling, Structural Trends and Target Areas.

Yilgangi Gold NL ("Yilgangi") in 1982 to 1983 carried out surface and underground mapping at Picnic. Underground sampling returned assays ranging from 1 to 108 g/t Au in sulphide rich sediments with quartz stockwork veining. Surface rock chip sampling from costeaning across the mineralised lode ranged from 0.19 to 5.52 g/t Au. The mineralisation evident at Picnic plunges south into P37/9074. The original Yilgangi data has not been sighted by the Competent Person and sample locations are unknown however the results are briefly referenced in the 2012 Pacrim Energy Annual Report (A93691) and are indicative of potential prospectivity in the area. Historical RC drilling has identified mineralisation at the southern workings that confirms continuous gold mineralisation along strike to the south between Picnic and Sunday on P37/9074.

The most significant result from the drilling south of Picnic (P37/9074) was from a quartz vein in PNRC002 where the single metre result returned 49.5 g/t Au (89-90 m) and 21.2 g/t Au (90-91 m) for an average of 2 m @ 35.35g/t Au (89-91 m). The remainder of the hole (PNRC002) returned low level mineralisation of 8 m @t 0.37 g/t Au. The Pacrim (2006) drill program (PNRC series) for completion of 1,899m (13 RC holes) and 530 samples returned anomalous individual 1m and 5m composite (>0.2g/t Au) assays. The RC program returned 16 assays ≥0.5 g/t Au and 16 assays ≥0.25 g/t but <0.5 g/t. Intersections >0.25 g/t Au are regarded as anomalous and intersections >1.0 g/t Au are regarded as significant, only the individual meters that were assayed are reported. In the opinion of the Competent Person assay results <0.25g/t Au are not considered material nor are 5m composite samples which were re-sampled at 1m intervals. Overall, the results were inconclusive and mineralisation, with the exception of PNRC002, was of a low order and confined to narrow isolated sections of the drill holes. Lower order results are not considered material for the purpose of this IGR.

The high-grade quartz vein intersected in PNRC002 is directly along strike south of the historic Picnic workings and located within 40 m of the northern lease boundary on P37/9074. The mineralised Picnic-Sunday corridor presents as a drill ready target.

Hole ID	East GDA94	North GDA94	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
PNRC001	354241	6806162	235°	-60°	149	90	92	2	0.65
PNRC002	354278	6806189	235°	-60°	155	89	91	2	35.35
and						91	99	8	0.37
PNRC003	354294	6806086	235°	-60°	149	69	70	1	0.57
and						81	82	2	0.99
and						93	94	1	0.27
PNRC005	354358	6806995	235°	-60°	149	52	55	3	1.09
PNRC007	354509	6806778	235°	-60°	137	21	22	1	1.91
PNRC009	354597	6806723	235°	-60°	136	96	97	1	0.35
and						98	99	1	0.71
PNRC011	354687	6806649	235°	-60°	149	117	119	2	0.27
and						65	70	6	0.49
PNRC012	354658	6805627	235°	-60°	130	69	70	1	1.41

Anomalous and significant RC drilling results from south and east of the Picnic Lease on P37/9074 as 1 m splits of Pacrim 2007 drilling are presented in Table 11.

Table 11: South of the Picnic Lease – Pacrim Drilling - Significant Drill Intersections.

Assay results from the Pacrim drill program regarded as significant (>1.0g/t Au) are reported. Lower order intersections are not considered material at this stage of exploration however anomalous assay results ranging from 1.0 g/t to 0.25 g/t are also reported in Table 11.

Compilation of regolith and interpretative geology maps at project scale have identified the following geological parameters:

• The Sunday-Picnic leases overlie a NW striking package of sheared basalt, dolerite intrusives, felsic volcanics and sediments that may be divided into three separate groups, the Central, Northern and Southern Groups.
• Three main structural orientations have been defined (NW, NE and EW).
• The area has weak to moderate topographic relief comprising weathered and lateritised basement flanked by colluvial and eluvial deposits. Recent alluvial drainage systems that obscure outcrop are also present.
• Gold mineralisation appears to be associated with the sheared contacts of rocks within the Central unit, more specifically;
• Sediment contacts at Picnic Shear Zone and,
• Dolerite-sediment contacts at Sunday Shear Zone.

The shear zones areas are considered under explored and areas south of workings at Picnic and south of Sunday present as exploration drill targets.

5.5 Previous Exploration

The Orphan shallow gold workings within P37/8873 are located approximately 3 km along strike north of the Sunday Mine and 1.7 km NW of Picnic. The workings are hosted within sheared oxidised mafic rocks. No substantial exploration work has been carried out in the vicinity of the workings or diggings. Drilling is confined to half a dozen poorly placed very shallow drill holes that did not return any intersections regarded as significant. In 1903, production from the Orphan workings was a modest 25 t at 31 g/t Au amounting to 25 oz Au. The holding represents the northern strike extensions of the sheared Picnic sequence and an immediate walk-up drill target.

Historical production figures for the workings, relating to the old excised Sundat or Sunday workings (incorrectly named old workings depending on the source) which is surrounded by P37/9076 and P37/9077 are not recorded. During 1988 an inferred pre JORC mineral resource estimate of 40,000 t @ 2.7 g/t Au was estimated by K.H. Morgan and Associates for Decade Mining Resources ("Decade") over the Sundat prospect, between two cross sections over 100 m strike length to a maximum depth of 35 m using a cut-off of 0.85 g/t Au and assuming a Specific Gravity of 2.2 t/m3 (Jorgensen 2004). The historic inferred resource is pre JORC and several assumptions have been made. The K.H. Morgan estimate is not considered reliable by the Competent Person.

The deposit was subsequently mined several years later (1993) however the resource is of an historical nature (pre JORC 2012) and as such the Competent person has not completed sufficient work to classify the historical or remaining estimates or the final extracted mine inventory, however it's noted that approximately half the original deposit estimate was mined. Subsequent work regarding the historical estimate will not be able to be reported as a mineral resource in accordance with the JORC code due to the pre JORC classification and the passage of time. It is uncertain that following evaluation and/or further exploration work that the historic estimate will be able to be reported as a mineral resource in accordance with the JORC code. The Company is not aware of any more recent estimates applicable to this historic resource and intends to undertake the exploration program set out in this IGR to test the historic resource area over the 2-year period following the date of the Company's listing on the ASX

Pit optimisation and subsequent mining commenced in mid-1993 with a 1,461 tonne trial parcel of ore being processed at the Bannockburn Mill near Leonora for a recovered grade of 2.24 g/t Au. During January and February 2002 (A60881) a parcel of 15,000 t of stockpiled ore and mullock was treated at the Sons of Gwalia ("Gwalia") plant in Leonora for a recovered grade of 2.3 g/t Au (1,109 oz).

Gold in the Sundat/Sunday pit is hosted in a quartz/carbonate (ankerite) flooded breccia, up to 10 m wide and dipping moderately to the north-east. It is sub-parallel to the regional foliation within a sequence of variably sheared and deformed weathered basic metavolcanics, intrusive dolerites and meta-sediments. Strike extensions and additional occurrences of this style of mineralisation occur within the Mt Malcolm Sunday tenement group along strike north and south of the existing small pit.

5.6 Geology

Gold mineralisation is primarily controlled by the NW trending shear zones, usually along lithological contacts. The Picnic Shear Zone occurs within quartz mica schist and mafic rocks whereas the Sunday Shear occurs along an intrusive dolerite-sediment contact. It is also interpreted that the EW faults may have a spatial association with gold mineralisation, especially at the Sunday deposit. The Sunday Shear Zone is identified as a magnetic low on the SW side of an interpreted dolerite-sediment contact. A more subtle magnetic response is observed along the Picnic Shear Zone, most probably due to the lack of magnetic character of the host rocks.

The shear zone extends several kilometres south of the Sunday mine and along strike into the Mt Stewart Project. The high-grade mineralisation is specifically associated with ankerite-quartz-pyrite veins developed in albite-sericite-carbonate alteration associated with northerly trending faults and the deformed contact between felsic porphyry and the mafic schist package. The strike extensions of the greenstone package which displays similar north trending faults and associated mineralised veining to that at the Sunday Pit extends further south through Paleochannel into the poorly tested Mt Stewart area.

The mineralised shear and alteration zones along the Sunday-Mt Stewart corridor, an elongate mafic greenstone wedge between the KKTZ and the Pig Well Graben sediments, presents as a prospective structural drill target.

5.7 Proposed Exploration Budget

The proposed Picnic-Sunday Shear Zone areas exploration budget is presented in Table 12.

Exploration along Sunday to Picnic Shear Zones
Budget \$651k	Year 1	Year 2
Administration costs	\$1,500	\$2,500
Assays	\$25,000	\$30,000
Contingency	\$16,000	\$23,000
Data compilation	\$15,000	\$10,000
Equipment and consumables	\$4,000	\$5,000
Field Camp costs	\$10,000	\$10,000
Field supplies and support	\$7,000	\$7,000
Follow up Aircore/RAB drilling	\$50,000	\$6,000
Follow up RC drilling	\$41,000	\$91,000
Geological Mapping & Ground truthing	\$25,000	\$25,000
Geological/Geophysical interpretation	\$10,000	\$10,000
Heritage and Environment	\$2,000	\$2,000
Metallurgical test work	\$3,000	\$0
Rehabilitation costs	\$8,000	\$12,000
Reinterpretation of magnetic geophysics	\$7,500	\$2,500
Tenement costs	\$15,000	\$15,000
Drilling and Geo-Technical Personnel	\$80,000	\$80,000
Total	\$320,000	\$331,000

Table 12: M2M Project – Sunday - Picnic Prospect Proposed Budget.

6.0 Malcolm Mining Centre Prospect

6.1 Geology and Mineralisation

Mineralisation in the Dumbartons area is contained within steeply dipping quartz veined shears. The deposit remains open both along strike and down dip of the current drill hole pattern. The Malcolm area was intensively mined before World War 1. Mines varied in size but commonly targeted shear hosted high-grade narrow quartz veins (see Malcolm Historical Production Table Appendix 1). Past exploration is regarded as superficial with the majority of work focused in the vicinity of and around the old workings.

The east-west shear zone, outside the current drill pattern, remains under explored and presents as a walk-up drill target along strike and at depth.

6.2 Dover Castle Sub-Prospect Area

The Dover Castle workings within P37/8824 produced 378 oz Au between 1897 to 1900 at an average grade of 26.6 g/t Au and a further 90 oz Au at 25 g/t Au between 1901 to1907. The dominant rock types in the Dover Castle - Red Sea area is a succession of NNW trending Archean greenstones comprising sub-vertical dipping sheared basalts, intrusive fine to medium grained dolerite and porphyritic feldspar dolerite, black shale, siltstones, grits and medium grained greywacke. Gold mineralisation is hosted by NW, NNW and EW trending shear zones and is typically associated with quartz veining with epidote and chlorite alteration and variable (up to 5%) pyrite and arsenopyrite mineralisation (>1% As). The mineralised portions of the shear zone, like elsewhere in the district, tend to occur on the lithological contact or close to a lithological contact.

RAB drilling by North in 1995 (MSR242-286) 45 holes, average depth 40m, for an advance of 1,793m. Assay results returned 33 intervals (4m composite samples) >0.1g/t Au and 3 intervals >1.0 g/t Au. Follow up drilling by Asarco (Aust.) Limited ("Asarco") in 1989 for an advance of 6 holes for 321m returned 5 composite 4m samples > 0.5 g/t Au. Significant assay results are presented in Table 13.

Assay results >1.0 g/t Au are regarded as significant by the Competent Person however it's noted that the samples are composite 4m intervals and no individual meters were assayed. Results <1.0 g/t Au, particularly when collected over several metres, are not considered material for the purpose of this IGR

Hole ID	East GDA94	North GDA94	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MSR242	354977	6798008	270°	-60°	36	12	16	4	1.55
MSR243	354912	6798108	270°	-60°	26	8	12	4	1.55
MSR245	354827	6798208	090°	-60°	20	4	8	4	0.62
MSR282	354937	6796033	270°	-60°	80	44	48	4	7.00
MSR305	355037	6796033	270°	-60°	65	48	60	12	1.05

Table 13: Dover Castle and Dover Castle South – North and Asarco Drilling - Significant Intersections.

Quartz within these shears occur as veins, veinlets or boudins. Numerous pits and old workings occur in the Dumbartons - Dover Castle - Golden Valley area. Most of the historic miners targeted the high-grade portions of the quartz veining system.

Locally, shears or fault zones are persistent for hundreds of metres in strike and range in width from 5 to 150 m. Some shear zones are crosscut by the later regional foliation and are therefore likely to have formed relatively earlier in the deformation history. Significant intersections from Torian in 2017 RC drilling at Dover Castle South (DCRC series) along the Shear Zone following up the 1995 North (MSR drill series) results are presented in Table 14.

North drilled 49 holes in the drilling program for an advance of 1,663m at an average hole depth of 33m, of the 396 composite 4m samples only 11 samples returned intervals >0.5 g/t Au. Likewise, Torian drilled 9 holes (DCRC001-009) for an advance of 650m of which from 241 samples, 28 riffel re-split 1m samples returned values >1.0g/t Au. The shear remains semi-tested. Only drill intersections results <1.0g/t Au are considered material and reportable at this stage of exploration unless the intersection is within a wide low tenor mineralised halo as in MSR188. Significant assay results are presented in Table 14 and drill hole locations are presented in Figure 13.

Hole ID	East GDA94	North GDA94	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MSR185	354887	6798158	270°	-60°	42	4	20	16	2.34
MSR188	354767	6798458	270°	-60°	40	0	24	24	0.52
including						12	16	4	1.16

MSR197	354212	6799173	270°	-60°	26	12	16	4	2.60
MSR218	354692	6798333	270°	-60°	22	0	4	4	1.40
and						12	16	4	0.52
MSR220	354677	6797958	270°	-60°	68	12	16	4	1.25
DCRC003	354888	6798160	245°	-60°	48	8	23	15	1.40
DCRC005	354936	6798093	245°	-60°	48	10	34	24	2.48
including.						18	23	5	7.37

Table 14: Dover Castle South – Torian and North Drilling - Significant Intersections.

The structural geology of the Malcolm Greenstone Belt consists of variably dipping (40°- 60º) north or east trending extensional minor low angle thrust faults, which create the regional stratigraphic trends within the NNW trending greenstones.

Foliation, in general, is parallel to the axial plane and mineralisation plunges shallowly to the north (10°- 40º). Further east lies the NNW steeply easterly dipping KKTZ which marks the eastern margin of the Pig Well Graben, the KKTZ megastructure is subparallel to the regional stratigraphic greenstone orientation.

Figure 12: Dover Castle South Torian Cross Section with Gold Intersections.

Gold mineralisation at Dover Castle, within Red Sea (P37/8824) is hosted within a bifurcation of the NNW trending Black Cap Shear (Figure 12) which is variably mineralised for at least 2 km and only drill tested with shallow RAB drilling.

RC Drilling by Nova Resources Ltd ("Nova") in 1987 beneath the Mafeking workings that strike 320° 1 km SE of Dover Castle, where a single dump sampling returned an assay of 1.30 g/t Au from quartz lode material included:

• 1 m @ 15.0 g/t Au from (29 - 30m) at end of hole (EOH) in drill hole S1 (-60°/330°) within sheared dolerite. The hole was drilled under the Mafeking workings with no other data recorded. Geological interpretation, as at Dover Castle, suggests north plunging shoot-controlled mineralisation.

Only a single drill hole was drilled at the Mafeking workings by Nova, data is limited and only reported within the text of the ATR, no data files are available. The EOH mineralisation intersection warrants further investigation.

Gold mineralisation at Dover Castle South, as at Dumbarton, is contained within steeply dipping quartz veined shear zones, the deposit remains open both along strike and down dip of the current drill holes (Fig 12 and 13). The structure may represent an extension of the Mafeking-Hospital Hill Shear Zone. The prospect requires further drill testing at depth and along the strike extensions.

Figure 13: Dover Castle South Drillhole plan with recent Torian (DCRC series) and historical North intersections (>1.0 g/t Au) as per Table 15.

6.3 Dumbartons Sub-Prospect

The geology at Dumbartons Sub-Prospect within P37/8825 comprises up to three parallel zones of shearing and quartz veining hosted by sheared basalts. Historical drilling has intersected anomalous values of 1-7 g/t Au over a strike length of approximately 400 m, the untested structure continues beyond the current drill pattern.

Gold mineralisation is within quartz veined carbonated basalt and dolerite in an E-W trending south dipping (65o - 70o ) shear zone approximately 50 m in width and at least 700 m in strike extent.

The target zone around the old Dumbartons workings have not been adequately tested, significant RAB results returned by Nova and North are presented in Table 15.

Hole ID	Easting AMG94	Northing AMG94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
MSR305	355037	6796033	360°	-90°	65	48	60	12	1.06
MSR310	353737	6794658	360°	-90°	74	12	16	4	1.00
including						12	24	16	0.52
N4	354570	6795850	unknown	Unknown	60	12	28	12	1.0
N9	354500	6795833	unknown	Unknown	60	44	48	4	1.375
MB1	354728	6796002	330°	-60°	50	35	39	4	7.44
including						36	37	1	18.3
MSR282	354800	6795875	360°	-60°	80	44	48	4	7.00

Table 15: Dumbartons – Nova and North Drilling - Significant Intersections.

During 1986 Nova Resources NL conducted limited rock chip sampling and drilled 3 shallow RC holes at Mafeking, (S1) Dover Castle (DC1) and Dumbartons (MB1) for an advance of 135m. Results were mixed however MB1 and S1 returned significant drill intersections. Further RC drilling by Nova (N1-N11) for an advance of 426m was resampled over 4m composite intervals returning results regarded as significant (>1.0g/t Au) in only 2 drill holes. Nova data is limited and only reported within the text of the ATR, no data files are available. Only intersections >1.0g/t are tabulated. Lower order results are regarded as not material and not reported. The mineralised intersections warrant further investigation.

North continued there MSR series drilling throughout the mid 1990's. At Dumbartons RAB drilling included (MSR 282-286 & 305-310) for an advance of 757m. Assay results were mixed. The program included 193 samples of which 7 assays returned values >0.50g/t Au and 23 assays were >0.1. Only intervals containing mineralisation >1.0g/t g/t Au reported in Table 16. Lower order results are regarded as not material and not reported.

Significant 1988 RC drillholes by Polaris Pacific NL ("Polaris") intersections are presented in Table 16. The drill program included 18 RC holes for an advance of 594m and an average hole depth of 33m in the Dumbartons prospect. Results included 587 assayed 1m split samples however no QA/QC protocols were used, 69 samples returned values >0.1g/t Au, of those 28 were >0.5g/t Au and 14 were >1.0g/t Au. Results regarded as significant (<1.0g/t Au) are reported. Lower order intersections are not considered material at this stage of exploration and are not referred to in the Significant Intersections tables.

Hole ID	Easting GDA94	Northing GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (metres)	Au (g/t)
DRC014	354480	6795803	340°	-60°	31	5	9	4	4.74
including						5	7	2	8.67
DRC018	354646	6795997	160°	-60°	60	32	60 EOH	28	0.57
including						44	50	6	1.31
including						57	60	3	0.99

Table 16: Dumbartons – Polaris Drilling - Significant Intersections.

Recent 2017 RC intersections from Torian drilling at Dumbartons are presented in Table 17. The RC holes are a portion of a drill program that included Dover Castle South and Calypso. Drilling included14 RC holes for an advance of 826m at an average hole depth of 59m. The majority of assays were over 4m composite intervals except where mineralisation was intersected and then sampling was reduced to 1m.

Results regarded as significant (<1.0g/t Au) and sampled over 1m intervals are reported and regarded as material. Lower order intersections, unless associated with a +1.0g/t Au result are not considered material at this stage of exploration and are not referred to in the Significant Intersections tables.

Hole ID	East GDA94	North GDA94	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
DRC019	354581	6795933	335°	-60°	40	28	31	3	1.96
DRC020	354588	6795916	335°	-60°	60	53	54	1	1.08
DRC021	354596	6795898	335°	-60°	90	23	26	3	0.86
including						24	25	1	1.86
DRC024	354733	6796002	335°	-60°	54	36	40	1	2.99
DRC025	354747	6795967	335°	-60°	90	71	74	3	1.43
including						73	74	1	1.84
DRC028	354820	6796002	335°	-60°	72	49	50	1	1.50

Table 17: Dumbartons – Torian Drilling - Significant Intersections.

6.4 Nine of Hearts

At the Nine of Hearts prospect gold mineralisation is hosted within sheared quartz veined granophyric dolerite/ gabbro where the best historic drill results, although regarded as low grade, are presented in Table 18.

Hole ID	East AMG	North AMG	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MSR269	355850	6798600	90°	-60°	80	56	72	16	0.43

Table 18: Nine of Hearts – North Drilling - Significant Intersections.

The intersection is along strike on the contiguous northern tenement (P37/8732) approximately 200 m to the NE of the Nine of Hearts workings that from 1904 to 1908 produced 198.4 oz Au from a small tonnage at the Malcolm Battery.

The drilling conducted by North is a portion of a larger regional RAB drill program. Drill holes collared on the prospect amounted to 1,350m for an advance of 28 holes. Returned assay results are of a low order and not considered material however the peak intersection is reported (MSR269). The prospect presents as a secondary exploration target.

Figure 14: Mt Malcolm Mining Centre with Black Cap Shear and target zones including Historical Drilling on Interpretive Geological Map

6.5 Nicks Knob P37/8822 and First and Last P37/8823

Within the southern portion of the Black Cap Shear at Nicks Knob gold mineralisation is located in narrow steeply plunging quartz/chert boudins. The structure comprises a series of NW trending anastomosing shear zones typically occurring along intensely sheared lithological contacts and often associated with quartz, iron carbonate, iron chlorite and sericitic alteration with variable pyrite and arsenopyrite.

The shear regime continues south easterly hosting the historical workings of the Malcolm Mining Centre that include Dover Castle, Dumbartons, Midas and Great Northern.

Historical drilling programs have confirmed the shear zone as auriferous with intermittent and erratic gold mineralised intersections. In some instances, historical records indicate that grade, and presumably width, of the reef improve with depth, as at Midas only 60 m east of the P37/8524 boundary, where grade is over 1 oz/t at the 50.6-metre (166 feet) level.

Jubilee drill tested the Nicks Knob area in 1993 with RC drilling for 39 holes and an advance of 1,204m to an average depth of 30m. Significant intersections (>1.0 g/t Au) are presented in Table 19.

Hole ID	East GDA94	North GDA94	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MRC029	353347	6797114	270°	-60°	37	17	19	2	1.18
MRC042	353201	6797469	102°	-60°	31	5	9	4	3.05
MRC053	349127	6802898	270°	-60°	35	17	21	4	2.38
MRC054	349130	6802911	270°	-60°	41	25	27	2	1.34
MRC055	349117	6802914	270°	-60°	37	15	27	12	2.38
MRC057	349093	6802926	270°	-60°	27	17	19	2	1.32
MRC065	350383	6803555	270°	-60°	40	29	34	6	4.55
MRC066	350375	6803550	270°	-60°	41	13	15	2	1.38
MRC067	349135	6802903	270°	-60°	45	29	37	8	3.16
MRC070	349098	6802890	0	-90°	30	11	13	2	2.80
and						27	29	2	2.28

Table 19: Black Cap Shear Zone – Jubilee Drilling - Significant Intersections

The Black Cap Shear Zone mineralisation is hosted in intensely sheared mafic schist with carbonate-chlorite alteration and sporadic quartz veins which is traceable over 7.5 km and up to 1 km wide. Erratic but intermittent anomalous results ranging from 0.1-1.0 g/t Au were obtained in the weathered zone of many holes however the Jubilee results also included several significant (>1.0g/t Au) RC grades. A total of 922 samples were assayed from the program of which 714 samples were ≤0.02 g/t Au with 19 samples >0.5 g/t Au of which 9 assays were >1.0 g/t Au.

Assay results <0.5 g/t Au are not considered material at this exploration stage and are not reported. Results >0.5 g/t Au which include any +1.0g/t Au intersections are reported in table 20.

6.6 Malcolm South Sub-Prospect

This area overlies EL37/1419 and E37/1331 and was previously explored by MagRes. The area is close to Lake Raeside and is locally covered with recent transported cover associated with the lake deposits, hence outcrop is sparce. The tenement has been subject to wide spaced 400 x 500 m shallow vertical aircore drilling by North in 1995. No significant drill intersections were returned from the program. MagRes conducted a limited program of soil sampling over an area of shallow cover and sub-crop on the eastern margin of the tenement adjacent to P37/8825-8826. MagRes identified geochemical anomalies that warrant infill sampling, the two anomalies are open to the south where the depth of cover increases. The anomalous zones warrant follow-up aircore or RAB drilling to test their extent and tenor. There is very little recorded historical sampling or drilling on these tenements and much of the holding remains unexplored.

6.7 Proposed Exploration Budget

The proposed Malcolm Mining Centre exploration budget (including Dumbartons–Dover Castle) is presented in Table 20.

Exploration at the Malcolm Mining Centre (Dumbartons, Dover Castle) Prospects
Budget \$1,202k	Year 1	Year 2
Administration costs	\$3,000	\$4,000
Assays	\$45,000	\$67,000
Contingency	\$27,000	\$45,000
Data compilation	\$25,000	\$20,000
Equipment and consumables	\$9,000	\$10,000
Field camp costs	\$10,000	\$10,000
Field supplies	\$15,000	\$25,000
Follow up RAB drilling	\$36,000	\$4,000
Follow up RC drilling	\$122,000	\$235,000
Geological Mapping & Ground truthing	\$40,000	\$15,000
Geological/Geophysical interpretation	\$15,000	\$15,000
Heritage and Environment	\$3,000	\$4,000
Metallurgical test work	\$5,000	\$9,000
Rehabilitation costs	\$5,000	\$3,000
Reinterpretation of magnetic geophysics	\$11,000	\$6,000
Resource Assessment	\$5,000	\$0
Tenement costs	\$13,000	\$13,000
Drilling and Geo-Technical Personnel	\$155,000	\$152,000
Total	\$529,000	\$633,000

Table 20: M2M Project – Malcolm Mining Centre Proposed Budget.

7.0 Mt Stewart Sub-Prospect

The Mt Stewart - Paleochannel tenements include P37/8578-81, the tenements were previously held by Triton Gold Ltd ("Triton") and Hannan's Reward NL ("Hannan's"). The prospect covers sheared mafic dominated volcanic and volcaniclastic stratigraphy with minor ultramafic and felsic groups. The folded strata generally young to the east. The contact between felsic and the ultramafic-shale-mafic succession presents as a favourable structural position for enhanced fluid flow.

Aircore and RC drilling by Hannan's during 2003-08 returned limited anomalous highgrade intercepts within saprolite alteration zones; highlighted results are presented in Table 22. Hannan's conducted a total of 561 A/C holes (27,522m) and 17 RC holes (2,226m) on their Sunday Project which included the Mt Stewart area.

Due to the volume of data only the higher order gold intersections are reported in Table 21 however intersections >1.0g/t are regarded as significant and results ranging from 0.5g/t–1.0g/t Au are regarded as anomalous. Assay results <0.5 g/t Au are not considered material at this exploration stage and are not reported. The MSAC series results have not been sighted in the data set but were highlighted in Table 4 of the 2010 Triton ATR. During 2009 Triton completed 10 holes of RC drilling for 1,021m and 3 diamond holes for an advance of 598.9m

The follow up diamond drilling in three subsequent holes at Mt Stewart failed to intersect the mineralisation however the diamond holes demonstrated the continuation of the alteration zone. Further investigation is warranted, particularly in the vicinity of the +20g/t Au assay results.

Hole ID	East GDA94	North GDA94	Azi	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
MSAC035	358158	6801005	000°	-90°	70	51	56	5	3.53
including						51	53	2	8.14
MSAC299	355037	6793558	000°	-90°	73	65	69	4	7.59
Including						65	66	1	26.33
MSAC339	357294	6802368	000°	-90°	61	42	49	7	4.84
Including						42	43	1	13.15
Including						45	46	1	16.3
MSRCH003	358268	6801873	120	-60°	120	68	71	3	7.32
including						68	69	1	20.8
MSRCH021	357986	6802028	255°	-70°	124	108	109	1	78.97
and						109	110	1	1.97
MSRCH020	358059	6801960	255°	-70°	130	47	48	1	1.31

Table 21: Mt Stewart Paleochannel – Hannan's and Triton - Significant Drill Intersections.

The proposed Mt Stewart Prospect area exploration budget is presented in Table 23.

Exploration Budget at Mt Stewart Prospects
Budget \$243k	Year 1	Year 2
Administration costs	\$2,000	\$1,000
Assays	\$7,000	\$15,000
Contingency	\$11,000	\$11,500
Data compilation	\$7,000	\$5,000
Equipment and consumables	\$3,000	\$4,000

Field supplies and support	\$4,000	\$4,000
Follow up RAB/Aircore drilling	\$20,000	\$0
Follow up RC drilling	\$0	\$35,000
Geological Mapping & Ground truthing	\$8,000	\$7,500
Geological/Geophysical interpretation	\$4,000	\$3,000
Heritage and Environment	\$1,000	\$1,000
Metallurgical test work	\$2,000	\$0
Rehabilitation costs	\$3,000	\$3,000
Reinterpretation of magnetic geophysics	\$3,000	\$3,000
Tenement costs	\$20,000	\$20,000
Drilling and Geo-Technical Personnel	\$15,000	\$20,000
Total	\$110,000	\$133,000

Table 22: M2M Project – Mt Stewart Prospect Proposed Budget

8.0 Germatong Prospect

8.1 Rabbit Warren South and Germatong Prospects

The Germatong prospects include tenements P37/8650, P37/8652-53 and P37/8663. The holding has collectively produced approximately 500 oz Au at very rich grades such as the Kruger-Steyn that contributed 66.7 oz Au at 811.4 g/t from a small hand selected tonnage. The local area hosts several old workings however not all of the early production rates are recorded.

The holding is west of the NW-SE orientated KKTZ, a major faulted structural dislocation that hosts many auriferous shear-hosted deposits in the Kurnalpi Terrain of the Leonora Region. The project area is dominated by large scale faulting and regional scale folding of the Benalla and Malcolm Anticlines and the Kilkenny Syncline.

The NNW trending Kurnalpi Greenstones in the west of the holdings are dominated by sedimentary rocks including sandstones, siltstones and shale/cherts. To the east felsic volcanics and volcaniclastic rocks abut the fine to very fine-grained mafic sequence that extends north underlying P37/8650. The dominant structural features within the Rabbit Warren South - Germatong group are NNW trending foliated units with mineral lineation's plunging 40° to the north. Faults orientated at WNW-ESE cross-cut the stratigraphy and appear to be spatially associated with higher grades of gold mineralisation.

Gold mineralisation can be linked with quartz-sericite-pyrite-silica altered dacitic to andesitic fragmentals that are coincident with shallow north plunging quartz boudins or chert boudins after silicified pyritic dacitic or andesitic pipes within shallow north or moderately east dipping extensional lag shearing.

The country rocks of the Rifle Range Formation, surrounding Mt Germatong, comprise pelitic sediments, ferruginous shales, quartzose felsic metatuffs and coarse tuff breccia horizons. The NNW trending succession is interpreted as the eastern limb of a tight NS trending syncline. To the east the greenstones pass from coarse volcaniclastics into basalt-dacite metavolcanics with several intercalated chert/black shale units. The basalts have been intruded by micro-granites and diorite stocks. WNW trending faults cross the stratigraphy and the NS trending shear zones. The sequence is located east of the Mt George Shear Zone.

Only one metre intersections >1.0 g/t Au are quoted in the table and are regarded as significant, other lower order assays are occasionally anomalous (1.0 g/t Au - 0.5 g/t Au) however the vast majority of assays are <0.5g/t Au and results <1.0g/t Au are not considered material at this stage of exploration.

Figure 15: Rabbit Warren South and Germatong Prospects with geological interpretation, mines, historical drill holes and significant Intersections as per Table 23.

Historical drilling at the Rabbit Warren South - Germatong Area prospect by City Resources Limited ("City") and GME Resources Ltd ("GME") include the following significant intersections >1.0 g/t Au as presented in Figure 15 and Table 23.

Hole ID	East GDA 94	North GDA 94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
GMP022	343421	6808498	60°	-60°	88	36	37	1	1.18
GTR053	343259	6808557	90°	-60°	60	44	46	2	1.11
GTR001	343205	6808420	270°	-60°	454	9	12	3	2.11
GTR017	343206	6808530	270°	-60°	54	45	48	3	1.56
GTR020	343273	6808563	270°	-60°	8 EOH	0	8	8	1.04
GER079	342111	6807005	Vertical	-90°	40	24	38	14	4.40
GER276	342983	6808945	Vertical	-90°	48	18	20	2	1.16
GMP013	342184	6806879	260°	-60°	99	10	12	2	1.77
GMP013	and					22	24	2	2.10

GMP014	342160	6806988	255°	-60°	78	29	30	1	1.28
GMP014	and					32	33	1	1.73
TEAC002	342633	6809451	177°	-60°	47 EOH	40	47	7	1.80
TWAC006	342139	6806863	220°	-60°	30 EOH	24	30	6	1.68
TWAC007	342131	6806961	200°	-60°	42	22	30	8	1.84

Table 23: Rabbit Warren South – City and GME Drilling - Significant Intersections.

During 1979-1987 exploration by Esso Exploration Ltd ("Esso") and Production Australia Inc. ("ProdAus") was initiated to test potential to host a Teutonic Bore style Zn-Cu-Ag VHMS deposit. The Esso exploration program outlined two prospects defined by low grade gold-arsenic ("Au:As") anomalies at the South Germatong and the Providence Prospects.

Work included RAB, RC, diamond drilling, mapping, trench and dump sampling. City acquired the Germatong leases in May 1987 and tested the entire Providence Prospect, to the east, with shallow RAB drilling on a 100 x 50 m grid pattern. Anomalies north, west and east of the South Germatong Prospect were also tested, however assay results from the shallow drilling proved disappointing. Following a review of the data, Sons of Gwalia completed an exploration program from 1992 to 1993 designed to test unexplored areas within the Germatong Project area and follow-up broad N-S and NW-SE trending Au:As anomalies defined by earlier RAB drilling. Drilling results are generally sub-economic however assay results reflected the wide and erratic gold distribution within the tenement group.

The Germatong area hosts several historical past producers. The area is regarded as under explored. A project review, geological mapping and structural evaluations are recommended prior to drill investigation.

8.2 Proposed Exploration Budget

Exploration at the Germatong Prospects
Budget \$314k	Year 1	Year 2
Administration costs	\$1,500	\$2,000
Assays	\$16,000	\$18,000
Contingency	\$8,000	\$10,00
Data compilation	\$4,000	\$6,500
Equipment and consumables	\$3,000	\$4,000
Field Camp costs	\$2,000	\$2,000
Field supplies and support	\$8,000	\$8,000
Follow up RAB/Aircore drilling	\$15,000	\$4,000
Follow up RC drilling	\$43,000	\$59,000
Geological Mapping & Ground truthing	\$10,000	\$9,000
Geological/Geophysical interpretation	\$7,500	\$4,000
Heritage and Environment	\$1,000	\$1,000
Metallurgical test work	\$2,000	\$0

The proposed Germatong area exploration budget is presented in Table 24.

Rehabilitation costs	\$6,000	\$6,000
Reinterpretation of magnetic geophysics	\$4,000	\$3,500
Tenement costs	\$3,000	\$3,000
Drilling and Geo-Technical Personnel	\$20,000	\$20,000
Total	\$154,000	\$150,000

Table 24: M2M Project – Germatong area Proposed Budget.

9.0 Emu Egg Prospect

9.1 Geology

The most significant nearby historical producer to the Emu Egg prospect is on strike north of the Mt Germatong workings and prospecting pits on P37/8652 located 2.3 km north of the Germatong holding and 4 km east of the Emu prospect. Battery records confirm the nearby excised Pride of Leonora produced 1,217 oz Au between 1899 to 1905 at an average grade of 24.6 g/t Au. Gold mineralisation is associated with significant quartz-carbonate±sericite alteration with sulphide bearing quartz veining emplaced along sheared contact zones between tuffaceous units, metasediments and ultramafic rocks.

Further south at the Emu Prospect gold mineralisation is associated with quartz veining and ferruginous alteration, probably after sulphides within sheared NW-NNW trending Archean basalt. Areas of extensive dry blowing overly minor quartz veining either side of the gabbro/basalt contact. Historical Ashton geochemical BLEG sampling located anomalous gold-in-soil (ppb) over +5,000 strike metres, covering a sequence of reworked tuffs and sediments in the northern section of the prospect, however oddly the zone is not commonly associated with quartz veining. The anomalous gold-in-soil values appear to be spatially associated with aero magnetically prominent sills of gabbro/dolerite. Proximity to the KKTZ provides a favourable stratigraphic-structural setting for gold mineralisation.

RAB and RC drilling of surficial small workings by Candiru NL ("Candiru") at Emu Egg in 1988 returned encouraging results, however quality control appears to have been poor. Better intersections by Ashton in 1991 are presented in Table 25. Only intersections >1.0 g/t Au are quoted in the tables and are regarded as significant, other lower order assays are occasionally anomalous ranging between 0.5 g/t Au and 1.0 g/t Au however the vast majority of received assays are <0.5g/t Au and results <1.0g/t Au are not considered material at this stage of exploration and are not reported.

Hole ID	East Local	North Local	Azimuth	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
EEGRC7	10960	12970	060°	-60°	62	16	18	2	14.7
EEGRC29	12960	11020	Not recorded	?	unknown	30	36	6	4.1
and						52	54	2	6.5
EEGRC16	12970	11000	060°	-60°	60	16	18	2	1.4
and						22	24	2	8.6
EEGRC22	12950	11040	Not recorded	?	unknown	44	48	4	1.2

Table 25: Emu Egg – Ashton Drilling - Significant Intersections.

The Candiru drilling was orientated down dip and although samples no formal geological logging was conducted. Further exploration work was recommended but never undertaken.

Gilt-Edge Mining NL ("Gilt Edge") carried out a program of RAB drilling at Emu Egg and areas further south in 2000 and 2001. The initial exploration was followed up by Midas drilling at Emu Egg South in 2004. Midas drilled 12 RC holes for an advance of 1,245m. Zones returning assay results >1.0g/t Au are regarded as significant and presented in table 26 however only 9 split 1m sample intervals returned values regarded as significant, the vast majority of assay results were of a low order and mineralisation was confined to narrow isolated intervals. Only intersections >1.0 g/t Au are quoted in the tables and are regarded as significant, other lower order <1.0 g/t Au are not regarded as material by the Competent Person at this stage of exploration and are not reported, particularly when returned from a 4m composite sample.

Hole ID	East AMG94	North AMG94	Azimuth	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
BRRC012	341988	6811277	270°	-60°	100	66	67	1	1.11
BRRC013	342097	6811109	270°	-60°	100	5	6	1	5.67
BRRC015	342164	6810915	270°	-60°	105	36	36	1	1.55
BRRC016	342227	6810956	270°	-60°	130	33	35	2	1.24
and						43	44	1	1.54
and						113	114	1	1.24
BRRC018	342336	681788	270°	-60°	100	27	28	1	1.47

Table 26: Emu Egg – Midas Drilling - Significant Intersections.

Recent RC drilling at the Emu Egg prospect by Redcliff Resources Ltd ("Redcliff") in 2016 returned significant intersections in RC34 and in RC35. The system is open to the NW and at depth where gold mineralisation remains open along strike and down dip. Follow up drilling is required. Potential extensions require testing with deeper RC drilling to close the possibility of down plunge repetition of the boudin like lodes.

Significant Gilt Edge historical drill intersections (2000-01) are presented in Table 27. Only intersections >1.0 g/t Au are quoted in the tables and are regarded as significant, other lower order assays are occasionally anomalous ranging between 0.5 g/t Au and 1.0 g/t Au however the vast majority of received assays are <0.5g/t Au and results <1.0g/t Au are not considered material by the Competent Person at this stage of exploration and are not reported.

Hole ID	East GDA94	North GDA94	Azimuth	Dip	EOH (metre)	From (metre)	To (metre)	Interval (metre)	Au (g/t)
BRRB101	347142	6811373	000°	-90°	60	40	54	14	2.47
including						47	51	4	7.02
BRRB122	347263	6811288	000°	-90°	83	58	61	3	1.82
Bm RC34	346967	6811682	60°	-60°	62	30	38	8	3.14

and						52	54	2	5.00
Bm RC35	346448	6811694	60°	-60°	71	44	48	4	1.12

Table 27: Emu Egg – Gilt Edge and Redcliff Drilling - Significant Intersections.

Historical geochemical auger drilling by Gulf Mines Ltd. ("Gulf") for 932 spot samples (2013) and Hannan's Reward NL ("Hannan's") for 1,556 samples (2006) and 255 samples (2007) confirmed gold-in-soil anomalies. Gulf processed the original (100m x 25m) Hannan's results and incorporated their own infill spot auger sampling (100m x 25m) into the data set resulting in (50m x 25m) combined sample spacing auger survey area. Gulf identified a large coherent (+50 ppb) gold-in-soil anomaly, peaking at 534 ppb Au covering (1,300m x 200m) on P37/8568. The original Hannan's results were not encouraging generating small, modest tenor anomalies however Gulf identified a number of relatively small (>30 ppb Au) anomalous zones. Of Gulfs 932 auger samples (max depth 0.5m) 21 samples were (>100 ppb Au) and 8 samples (>200ppb Au) and 376 samples were (<10 ppb Au), which is regarded as below background. Soil sample results in this environment and >100ppb Au are regarded as anomalous, results >200 ppb Au are regarded as significant. Results <100 ppb Au are not considered material at this stage of exploration by the Competent Person and are not reported although they are useful and can be utilised as a mineralisation vector. Gulf concluded that the anomalies may be associated with relatively small high-grade shoot like gold occurrences however the holding was eventually relinquished. The peak result of 534 ppb Au is an isolated assay returned from a sample group of 932 spot samples and considering the volume of samples an isolated anomalous result is not considered material by the Competent Person at this stage of exploration.

The anomalous soil zones complement the regional magnetic high within mafics immediately adjacent to the KKTZ and associated interpreted NW shear zones that transect the project area. In addition, several subtle NS regional structural trends were also identified. The findings are confirmed by aeromagnetic images.

The area has been historically RAB drilled however the data is unavailable or outside the M2M land tenor although several other significant drill intersections have been returned from the Project area. Databases, including grid transformations, historical drilling and collar details require compilation and validation prior to follow up drill investigation.

9.2 Emu Egg North Prospect P37/8649, P37/8695, P37/8660-61 and P37/8664-65

The Emu Egg North greenstone lithologies form part of the folded Malcolm Anticline adjacent to the regionally extensive KKTZ in an area dominated by sheared intrusive and extrusive mafics, ultramafics, felsic schists and to a lesser degree interflow sediment that include black shales, epiclastic felsic volcanics and some intrusive felsic porphyries in contact with the fault bound polymictic conglomerate package of the Pig Well Graben. Proterozoic dykes cut the Archaean stratigraphy in the central parts of the project area. Shearing within this greenstone package can be well developed and extensive, making identification of rock types, even were exposed, difficult.

The Malcolm Greenstone Belt is bound by the Mt George Shear Zone to the west and the Glenorn Shear Zone to the east. The Glenorn Shear represents the eastern segment of the KKTZ, the western contact of the NNW Pig Well Graben truncates the Project area.

Historical drill intersections have not been followed up. Evidence of gold mineralisation is reasonably extensive within the region. The nearby excised Pig Well Mining Centre, located only 8 km to the ENE, produced approximately 16,000 oz Au up until 1973. Numerous shallow workings, eluvial and alluvial scratching's and several more substantial abandoned shafts occur within the central parts of the project tenements. The names of the majority of these workings are not known and the historical gold production does not appear to have been recorded.

Several historical workings occur in the Emu Egg/Rabbit Warren/South Germatong area. Gold mineralisation is primarily associated with sulphide bearing ferruginous quartz veins/stockworks emplaced along narrow NNW and WNW shear zones positioned along felsic volcaniclastic and metasediment phyllitic contacts. Contact zones are usually sheared and are often associated with significant quartz-carbonate±sericite alteration.

The area has not been adequately explored and sheared lithological contacts are the preferred exploration target in a structurally complex area.

Significant drill intersections are presented in Table 28. The RCPW series of drill holes consisted of 5 RC holes (668m) for an average depth of 137m. Significant and anomalous assay results were of a low order, of the 211 samples analysed only 8 returned values >0.5 g/t Au with 26 samples ranging from 0.1 g/t to 0.5 g/t Au of the remaining 173 samples returned values <0.1 g/t including 47 below the detection limit. Reported significant intersections are >1.0 g/t Au with no more than 2m of internal dilution, reported intersections are 1m split samples. Regarding the OAR series RAB, of the 19 holes for an advance of 834m covering 5 cross sections over 400m of strike, only 2 of the 4m composite results were >0.5g/t Au included in 20 samples >0.1 g/t Au from a total of 193 samples. The mineralisation located in OAR002 was returned from end of hole (EOH) which was confined within 13m @ 0.56 g/t Au (60-73m). The EOH intersection is the only mineralisation regarded as significant and anomalous in the entire program, other assays >0.2 g/t are isolated and of little interest.

Hole ID	Easting GDA94	Northing GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
RCPW001	344637	6813358	270°	-60°	137	134	137 EOH	3	2.12
RCPW005	344767	6813358	90°	-60°	120	116	120	4	0.70
including						119	120 EOH	1	1.43
OAR002	344762	6813258	0°	-90°	73	64	68	4	1.07

Results <1.0 g/t Au are not considered material at this stage of exploration and are not reported in this document by the Competent Person.

Table 28: South Germatong - Significant Intersections.

9.3 Proposed Exploration Budget

The proposed Emu Egg area exploration budget is presented in Table 29.

Exploration along Emu Egg Shear Zones
Budget \$500k	Year 1	Year 2
Administration costs	\$1,000	\$2,000
Assays	\$10,000	\$19,000
Contingency	\$10,000	\$13,000
Data compilation	\$10,000	\$8,000
Equipment and consumables	\$4,000	\$5,000
Field Camp costs	\$6,000	\$9,000
Field supplies and support	\$6,000	\$8,000
Follow up Aircore/RAB drilling	\$60,000	12,000
Follow up RC drilling	\$7,000	\$68,000
Geological Mapping & Ground truthing	\$23,000	\$25,000
Geological/Geophysical interpretation	\$8,000	\$7,000
Heritage and Environment	\$1,000	\$1,000
Metallurgical test work	\$3,000	\$0
Rehabilitation costs	\$7,000	\$8,000
Reinterpretation of magnetic geophysics	\$5,000	\$2,000
Tenement costs	18,000	18,000
Drilling and Geo-Technical Personnel	\$62,000	\$62,000
Total	\$241,000	\$242,000

Table 29: M2M Project – Emu Egg area Proposed Budget.

Previous exploration by Hunter Resources Ltd ("Hunter"), Renison Goldfields Exploration Ltd ("Renison") and Otter Gold Mines ("Otter") located weakly anomalous zones of gold in soil mineralisation following RC and RAB drilling. The RC drilling was largely ineffective as most of the holes were drilled parallel to the local structure.

Millennium Minerals Operation Pty Ltd ("Millennium") undertook a review of previous regional and tenement exploration including observations made during prospecting and metal detecting by the tenement holders, Millennium examined RC and RAB cuttings at all drill sites and acquired and re-processed digital aeromagnetic and radiometric data which is reported in their 2001 Annual Report. Target zones have been weakly defined by weakly anomalous A/C (PWC drill series) and RC drilling which remains to be followed up. Interpretation of aeromagnetic and radiometric data has also yielded zones of interest which requires further investigation.

All the RAB drilling conducted by Millennium (2000) is of a low tenor, interval assays <1.0g/t Au, are not regarded as material and therefore not reported by the Competent Person.

10.0 Pig Well Prospect

10.1 Introduction

Gold was first discovered and mined in the Pig Well and Leonora region in the mid to late 1890s and into the early part of the 20th Century. The majority of these mines were small prospector shafts which exploited richly mineralised, high grade narrow quartz veins within a variety of rock types. The Pig Well Graben hosts the historical Gambier Lass workings, the largest producer in the Pig Well Mining Centre, located on the adjoining contiguous excised tenement group to the NW. The Gambier Lass Group produced 8,075 oz Au at an average grade of 28.75g/t Au between 1904 to 1910. The Pig Well region is regarded as a target zone for high grade gold mineralisation.

10.2 Geology

The local geology underlying the Pig Well Project area covers part of the Pig Well Domain, a large NNW striking Archaean downward displaced fault controlled regional structural trough (some 60 x 8 km) which has developed along the western side of the KKTZ boundary, known as the Glenorn Shear Zone, with the eastern edge dominated by the Dingo Well and Christmas Well Faults. Bedding in the sedimentary basin contains elongate polymictic granitic clasts most likely derived from the Bundarra and/or Raeside Granitic Batholiths.

Rock types within the Pig Well Graben unconformably overly the main lithologies of the Malcolm Greenstone succession, they are comprised of various reworked epiclastic granitoid derived and mafic pebble conglomerates, volcaniclastic sediments and probable felsic volcanic-epiclastic rocks. The bedding has been folded around the grabens NNW axes however the basin cuts across folds, faults and granitoid intrusions suggesting late syn-tectonic deposition. The Pig Well basin appears to overlie D2 structures of the Mertondale/Minerie Domain and lies parallel to the D3 KKTZ (Witt WK & Jackson JC 2000). Outcrop is sparse to non-existent, recent colluvial and alluvial sediments obscure the majority of the underlying Archaean geology. Weathering ranges from moderate too intense throughout the leases.

The NNW regional faulted sequence, further to the east of the project area represents a major fault-controlled contact that separates the younger Pig Well Graben sedimentary sequence from the older eastern Mertondale volcanogenic felsic/mafic sequence. The mineralisation trend and quartz hosted intra-graben shear zones, sub-parallel to the faulted graben contacts, extend NW-SE through the Pig Well Project area. The inter graben shear zones sub-parallel to and east of the eastern KKTZ contact and are evident throughout the basin presenting as the structural focus for further exploration.

Interpretation suggests that the gold mineralisation is most likely related to late movement on the major faults bounding the Pig Well Domain, and hence may be of a different generation from the gold deposits at Leonora (Williams 1998). Gold mineralisation in the Pig Well area is hosted in brittle fracture zones associated with quartz vein development in epiclastic sediments. The veins are usually undeformed and commonly in brittle host rocks adjacent to shear zones. Several old workings are contained within the Pig Well tenements. Targets include structures associated with inter-graben deformation. The internal faults and sub-parallel graben structures are under explored and highly prospective for high grade structurally controlled gold mineralisation. Only limited drill investigation has been conducted within the project area and the vast majority of the holding remains untested.

10.3 Ada Crossley / Ada Crossley North P37/8608

During 1986 BP Minerals ("BP") drilled five RC holes (PME33-37) beneath the old workings at Ada Crossley North for an advance of 272m as part of a regional larger 35 hole program for an advance of 1,474m however the vast majority of the drilling is not on tenements held by M2M and no anomalous results were received by BP drilling of Ada Crossley .

Significant BP drill intersections from RC drilling beneath the Ada Crossley North workings, 2m composite samples, are presented in Table 29 however hole details are sketchy and due to the passage of time recorded in local grid. Results <1.0 g/t Au are not considered material nor reported at this stage of exploration by the Competent Person although they are useful and can be used as a guide to delineate the line of lode. The BP intersections were surrounded by a halo of low order (>0.1 g/t Au) mineralisation that interpretation suggests reflects the lode strike and orientation.

Hole ID	Easting local grid	Northing local grid	Azimuth (grid)	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
PME-33	3135	5660	090°	-60°	55	36	38	2	1.35
and						46	48	2	1.03
PME-34	3135	5620	090°	-60°	54	36	40	4	2.41
and						50	52	2	1.20
PME-35	3105	5580	090°	-60°	57	40	42	2	3.54
PME-37	3145	5700	090°	-60°	56	18	20	2	1.16
and						28	30	2	1.04

Table 30: Ada Crossley North - Significant BP Intersections.

Several old workings dominate P37/8608, historical gold production figures from these workings are presented in Appendix 1. Gold mineralisation in and around the workings appears to be related to the same structural control.

10.4 Proposed Exploration Budget

The proposed Pig Well area exploration budget is presented in Table 31.

Exploration at the Pig Well Prospect
Budget \$256k	Year 1	Year 2
Administration costs	\$2,000	\$1,000
Assays	\$6,500	\$6,500
Contingency	\$10,000	\$9,000
Data compilation	\$6,000	\$5,000
Equipment and consumables	\$4,000	\$3,000
Field Camp costs	\$4,000	\$4,000
Field supplies and support	\$1,000	\$1,000
Follow up RAB/Aircore drilling	\$20,000	\$0
Follow up RC drilling	\$4,000	\$30,000

Geological Mapping & Ground truthing	\$7,500	\$7,500
Geological/Geophysical interpretation	\$4,000	\$3,000
Heritage and Environment	\$1,000	\$1,000
Metallurgical test work	\$2,000	\$0
Rehabilitation costs	\$5,000	\$7,000
Reinterpretation of magnetic geophysics	\$3,000	\$3,000
Tenement costs	\$8,000	\$8,000
Drilling and Geo-Technical Personnel	\$36,000	\$41,000
Total	\$124,000	\$130,000

Table 31: M2M Project – Pig Well area Proposed Budget.

11.0 Mt George Prospect

11.1 Geology

The geology of the Mt George area, P37/8314, 8662, 8648, 8862-8863, 8982 and PLA37/9479-9481, 5 km north of Leonora, comprises and consists of a sequence of mafic dolerites and gabbros to the west and felsic sediments to the east. Several old workings occur within quartz-feldspar porphyries which intrude the sheared mafic sequences. Outcrop over the Mt George Project area is generally good. Rock chip sampling by Gwalia in 1994, for an advance of seven samples (returned an average grade of 3.58 g/t Au). Four samples returned values <0.2 g/t Au and three samples were >1.0 g/t Au (18.6 g/t, 4.63 g/t and 1.47 g/t Au). The peak assay result was 18.6 g/t Au from quartz veining in felsic schists near a small group of old workings on P37/8662.

The line of old workings/pits that were sampled have only been tested with three shallow RAB drill holes for a total advance of 82 m. Magnetic images display an unusual curved linear feature that stretches the length of the tenement area (Fig 4) and is coincidental with the line of workings. The area has been subject to minimal exploration in the past and the strike extensions of the line of workings on P37/8662 and magnetic structural zone on P37/9480 presents as walk-up drill targets.

Limited follow up RAB drilling by Gwalia that encountered sheared felsic volcanics and minor basalts under the workings returned low order assay results as presented in Table 31. The drilling encountered sheared felsic volcanics and minor basalts. In hole MGR001 between 10 m and 19 m grades averaged 0.55 g/t Au in veining with moderate silicification and moderate haematitic alteration. Directly under the pits hole MGR002 encountered 3m @ 0.81 g/t Au from 15 m to 18 m depth, at the bottom of the hole. The assay results are regarded as anomalous but not significant by the Competent Person however in this case all assay results from the Gwalia RAB program (>0.2 g/t Au) are reported due to the limited data available from the small program.

Hole ID	Easting GDA94	Northing GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
MGR001	336592	6810582	242°	-60°	31	10	19	9	0.55
and						28	31	3	0.26
MGR002	336592	6810614	242°	-60°	27	15	18	3	0.81

Table 32: Mt George – Gwalia Drilling - Significant Drill Intersections.

The bordering Mt George Lineament and parallel faults on the far eastern side of Mt George and the east of the KKTZ are not mineralised, although splays emanating from these or equivalent structures often contain gold mineralisation as at Mertondale and Emu-Lawler's (Williams et al 1998).

11.2 Mt George P37/8863

Tenement P37/8863 hosts a group of old workings to 20-30m depth over a strike of 200m positioned in the SW corner of the lease. During 1987 Randwick NL ("Randwick") conducted drilling and a 40-mesh gold-in-soil geochemical sampling program (80m x 20m) over the entire tenement for an advance of 732 spot sample points. Assay results identified four isolated +50ppb Au halos and a large +10ppb Au anomaly (240m x 160m) with a core peaking at 26ppb Au. The gold-in-soil zone some 200m east and sub-parallel to the line of workings has never been drill tested. The gold-in-soil anomaly is regarded as of a low tenor and the soils program failed to indicate any distinct anomalous gold trends.

The five RC reconnaissance drill holes, for an advance of 95m, tested a line of old workings, they were not accurately located within the local grid nor were the drill cuttings geologically logged however the holes were sampled at 1m intervals generating some low order intersections. Sections containing MGT1-3 are approximately 5m apart and located at the southern end of the workings. The section containing MTG4-5 is located 40-50m further north. The gold mineralisation encountered is regarded as weak. Anomalous intersections from the Randwick RC drilling are presented in Table 33.

The RC holes targeted the lode at depth however the soil response over the drilled strike of the workings was irregular and of a low order. The drilling has never been followed up.

Hole ID	Easting	Northing	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au (g/t)
87MTG 1	unknown	unknown	260°	-60°	19	8	9	1	1.25
and						13	14	1	2.35
87MTG 3	unknown	unknown	260°	-60°	25	13	14	1	0.34
87MTG 5	unknown	unknown	260°	-60°	25	24	25 EOH	1	0.55

Table 33: Mt George – Randwick Drilling - Significant Drill Intersections. (NB hole 5 is 50m north of holes 1 and 3, gold mineralisation is associated with the workings)

The assay results are regarded as anomalous but not significant by the Competent Person however in this case all assay results from the Randwick RC program >0.3 g/t are reported due to the limited amount of data available from the small drill program.

The tenement presents as a drill target area.

11.3 Proposed Exploration Budget

The proposed Mt George area exploration budget is presented in Table 34.

Exploration at the Mt George Prospect
Budget \$343k	Year 1	Year 2
Administration costs	\$2,000	\$1,000
Assays	\$15,000	\$12,000
Contingency	\$5,000	\$5,000
Data compilation	\$5,000	\$5,000
Equipment and consumables	\$4,000	\$4,000
Field Camp costs	\$6,000	\$6,000
Field supplies and support	\$4,000	\$4,000
Follow up RAB/Aircore drilling	\$25,000	\$0
Follow up RC drilling	\$25,000	\$40,000
Geological Mapping & Ground truthing	\$15,000	\$10,000
Geological/Geophysical interpretation	\$5,000	\$5,000
Heritage and Environment	\$1,000	\$1,000
Metallurgical test work	\$2,000	\$0
Rehabilitation costs	\$5,000	\$5,000
Reinterpretation of magnetic geophysics	\$6,000	\$4,000
Tenement costs	\$8,000	\$8,000
Drilling and Geo-Technical Personnel	\$50,000	\$50,000
Total	\$183,000	\$160,000

Table 34: M2M Project – Mt Malcom area Proposed Budget.

12 Conclusions and Proposed Exploration Budget

12.1 General

All the projects are located in close proximity to operating mines and historic mining centres in the Leonora-Laverton region. Some of the tenements in the project areas have not previously undergone systematic, modern day exploration and hence their potential has never been fully evaluated.

The leases cover sections of Archaean Greenstone Belts which are of a favourable age and lithology type to host gold, nickel and base metal mineralisation. Major lineaments, faults and shear systems dissect the project areas and are the structural controls for the primary mineralisation on the tenements.

A number of project areas have 'walk up' drill targets which have been delineated from the presence of historic gold workings and previously identified soil geochemical anomalies and shallow drilling intersections. Several of these more favourable prospects represent immediate drilling targets during the first year of the proposed exploration program.

12.2 Proposed Exploration Budget Summary

The proposed M2M project exploration budget is presented in Table 35.

Prospect	Year 1	Year 2	Total
Calypso Project	\$339,000	\$377,000	\$716,000
Malcolm Dam Project	\$376,000	\$468,000	\$844,000
Sunday – Picnic Prospect	\$320,000	\$331,000	\$651,000
Malcolm Mining Center Prospect	\$529,000	\$633,000	\$1,162,000
Mt Stewart Prospect	\$110,000	\$133,000	\$243,000
Germatong Prospect	\$154,000	\$150,000	\$304,000
Emu Egg Prospect	\$241,000	\$242,000	\$483,000
Pig Well Prospect	\$124,000	\$130,000	\$254,000
Mt George Prospect	\$183,000	\$160,000	\$343,000
Totals	\$2,376,000	2,624,000	\$5,000,000

Table 35: Proposed Combined Two-Year Exploration Budget.

13.0 Exploration Target Potential

13.1 General

The M2M Project area has potential for the discovery of economic gold deposits. The historic workings are relatively shallow in depth and capacity exists for the definition of JORC compliant mineral resources below the current level of the old workings and along the strike surrounds.

The *Exploration Target potential at the flagship Calypso prospect is estimated to be between 2.9 Mt and 3.9 Mt at grades ranging from 1.6 g/t to 2.2 g/t Au (ASX: TNR 22/2/2019).

*Note that an Exploration Target Estimate is only conceptual in nature as it is estimated without sufficient verifiable accurate data for a reliable resource estimate and so it cannot be assumed that all or any part of an Exploration Target Estimate will eventually be converted to a resource following further exploration.

The exploration target area, including supergene, overlies fold hinge zones within the magnetite siltstone and in areas where this unit has been terminated or offset by faulting. The Torian target area has been defined using information from 61 RC and diamond drill holes, representing a portion of the holes completed across the Calypso project to date. To calculate the exploration target sectional interpretation of geology, oxidation and mineralisation was digitised in Surpac and used to create wireframes. Volumes were then calculated. Assumed densities were applied to the volume and tonnage calculated. Grades are based on the drillhole information.

Although resource calculations were attempted by (BMGS) in 2019 it's the opinion of the Component Person that the data is unreliable and there has been insufficient exploration completed to estimate a JORC 2012 Mineral Resource and furthermore its uncertain if additional exploration will result in the estimation of a Mineral Resource.

It's planned to initially follow up significant historical diamond drill results at Calypso with a diamond drill program. Historical core is not available and verification of geology, mineralisation type and style is required prior to advancing any drill programs.

Secondly the KKTZ is a significant regional structural dislocation that can be traced over a length of 400 km and is up to 5-8 km wide. The structure is a disjointed shear/fault riddled zone that hosts numerous gold and nickel mines dotted along its entire length. The megastructure, including associated splay faults, is regarded as a deep-seated mantle tapping structural lineation and a conduit for mineralised fluids. The entire structural feature and adjoining faulted areas are regarded as prospective for gold mineralisation.

Additionally, Prospects such as Sunday-Picnic and Dumbartons-Dumbartons South are also both regarded as having significant exploration potential and are scheduled to be subject to RC drill investigation later this year.

The mineralisation at Dumbartons and Dover Castle are contained within steeply dipping quartz veined shear zones. Mineralisation at Calypso is associated with iron-carbonatepyrite-silica alteration within a magnetite bearing siltstone at the contact between this unit and a breccia, conglomerate and chloritic siltstone units. At Sunday-Picnic gold mineralisation appears to be associated with the sheared contacts of rocks within the sheared Central unit, more specifically; Sediment contacts at Picnic Shear Zone and, Dolerite-sediment contacts at Sunday Shear Zone.

13.2 Calypso, Dumbartons and Dover Castle South

In December 2018 BM Geological Services Pty Ltd ("BMGS") were engaged by Torian Resources Ltd ("Torian") to complete resource estimates for the Malcolm Project using Surpac and Inverse Distance methodology (ASX: TNR 25th February 2019).

The BMGS resource values reported are based on uncut composite samples and reported above 0.5 g/t Au. Unclassified blocks are not included. Duplicate samples, standard reference material and QA/QC controls were included when available. The resource models were classified as inferred due to poorly validated data with low confidence levels regarding co-ordinates, downhole surveys, a poor understanding of the weathering profile, a lack of specific gravity data, unknown sample methodology and inappropriate QA/QC validation. In the opinion of the Component Person the resource estimation does not satisfy the JORC 2012 QA/QC parameters and as such is not quoted and can only be used as a guide to potential mineralisation.

Figure 16: Regional Drill Hole Collar Location Plan with Geology (GSWA)

Figure 18: Regional Drill Hole Collar Location Plan with holes quoted in the IGR

Figure 19: Project Areas with location of Significant Drill Hole Table Reference

Yours faithfully,

Signed in PDF version Allen J. Maynard BAppSc (Geol), MAIG, MAusIMM

16.0 References

Anglo Consolidated (Aust) Pty Ltd (1988) Annual & Final Report Operations EL37/8 20th Oct 1987 to 19th Oct 1988, Malcolm, Mt Margaret Mineral Field. (A25719).

Arrowsmith A.V. (2009) Braemore Project P37/6429 -30, 6432, 7136 -7144, & 7165, Malcolm -Pig Well area, C141/1999. Annual Technical Report, Hannan's Reward, 1 April 2008 to 31 March 2009 (A82505).

Baker G.W. (2000) Annual Report to the Dept of Mines. Sunday Regional Project. M37/388 -89, P37/4026, 5589, 5902 -19 & 592 2-31. August 2000 (A60881).

Brigden J.F. & Warren H. (1995) Leonora Region, Mt George, Combined Annual Report 22/8/93 to 21/8/94, Sons of Gwalia Ltd. (A44246).

Cameron G.D. (1993) Germatong Joint Venture Project, Annual Report 17 June 1992 to 16 June 1993. Sons of Gwalia (A39123).

Connell C (2005) Braemore Project WA, Annual Technical Report C141/1999, 1/104 to 31/3/05 Midas Resources Limited. (A70680)

Cooke J. & Williams J.D. (1995) Jubilee Gold Mines NL (incorporating Sir Samuel Mines NL). Malcolm Project, Leonora E37/225, M37/475, 423, 432, P37/4997, 4102, 4081, 3977, 3978, 3606. Annual Report 1994. (A43667).

Curnow G (1989) Austwhim Resources NL for WC Van Blitterswyk, PB Pugnoli, Ruby WN III, Annual Report PL 37/2656, 2841, 2847 -50, 2936 -43, 3098. Malcolm WA covering the period 12 May 1988 to 31 December 1988. (A26327).

Curnow G (1990) Dominion Mining Ltd, Annual Report 1989, Woolshed JV, E37/128, P37/2707 -13, P37/3075 -77 & P37/3196. (A31373).

Curnow G (1990) Dominion Mining Ltd, Annual Report 1989, Malcolm JV, P37/2656, P37/2841, P37/2848 -50, P37/2936 -43 & P37/3098. (A31558).

Davis G. (1993) Jubilee Gold Mines NL (incorporating Sir Samuel Mines NL). Malcolm Project, Leonora WA. Technical Report November 1992 to November 1993 (A39883).

Derriman M.D.J. (1992) H847 Calypso Project, Annual Technical Report 1/1/92 to 31/12/92, EL37/205, Ashton Gold (W.A.) Limited (A38478).

Evans R (2011) Malcolm Dam West, C218/2006, Annual Report P37/7540 -57, St Barbara Ltd for Rubicon Resources, 5/5/10 -4/5/11, Report # 08 21-2011 -03 (A90963).

Fehlberg B. (1984) Malcolm JV. Managers' Report on Operations to 30th June 1984. Valiant Consolidated Ltd.

Fox K. (1983). Yilgangi Gold NL Prospectus. K Fox & Associates (A12459).

Gwatkin C.C. (1984) Malcolm JV, Report on Operations to 30th Sept 1984. RAB holes MR1-336, Diamond Holes MD1-23. BHP Minerals – Union Oil Limited. (A14948)

Gwatkin C.C. (1985) Malcolm JV Report for the period 1/10/84 to 30/4/85. RAB, RC & Diamond drilling. BHP Minerals – Union Oil Limited (A15714).

Gwatkin C.C. (1985) Malcolm JV Report for the period 1st May 1985 to 31st July 1985, BHP, Annual Report (A 16667).

Hooper G. (2004) Braemore Project Annual Technical report (P37/4144-45, 4206, 5148- 51, 5551) C141/1999 1/4/03 to 31/3/04. Midas Resources (A68399).

Horwood D. (2013) Annual Technical Report, Redcliffe Resources (formally Pacrim Energy Ltd) Golden Style Project (Pig Well West) C24/2112, 12 April 2012 to 11 April 2013 (A98345).

Johnson W. (1996). Letter to the Directors of Lake Raeside NL – Calypso Project. Prospectus.

Jorgensen G.C. (2004) Sunday Project, Malcolm Creek Tenements P37/5909, 5910, 5912, 5917, 6035, 6036 Malcolm Area WA, C39/2002. Annual Mineral Exploration Report 1/1/02 to 31/12/03 Hannan's Reward Ltd (A68923).

Jorgensen G.C. (2006) Sunday Project, Mt Stewart Tenements M37/389, P37/5903, 5923-24, 5926-31, 6149, 6299-6302, Malcolm Area WA, C40/2002. Annual Mineral Exploration Report 1/1-05 to 31/12/05 Hannan's Reward Ltd (A71905).

Jorgensen G.C. (2008) Braemore Project, Malcolm-Pig Well area, C141/1999, Annual Technical Report 1/4/07 to 31/3/08, Hannan's Reward Ltd. (A78154).

Jorgensen G.C. (2013) Braemore Project P37/7898-7910, Comb. Report No. C53/2012, Leonora Malcolm area. Annual Report 2012. Gulf Mines Ltd (A99396).

Kelly M.C. (2000) Malcolm Project, Combined Annual Report, reporting period 1/12/98 to 30/11/99, Technical Report 285, Jubilee Mines NL. (A59824)

Kelly M.C. (2001) Malcolm Project, Combined Annual Report, reporting period 1/12/00 30/11/00, Technical Report 298, Jubilee Mines NL. (A61737)

Kelly M.C. (2007) Sunday-Braemore Project, Annual Mineral Exploration Report, C141/1991 April 2006 to 31 March 2007. Hannan's Reward Ltd (A75197)

Kelly L.F. (1954) Western Australian Department of Mines. List of Cancelled Gold Mining Leases which have produced gold.

Lockett N.H. (1991). H827 Emu Project, Annual Technical Report 1st Jan 1990 to 31 Dec 1990 PL37/3513, PL37/3789-98. Ashton Gold (WA) Pty Ltd. (A33555).

Lockett N.H. (1991). Annual Technical Report, H818, Malcolm Nova Project ML37/138- 39, 298, 318 for the period 1/1/90 to 31/12/90. Operated by Harbour Lights Mining Ltd (Ashton) and Carr Boyd Minerals.

Mansoori A (2007) Malcolm Project Combined Report C218/2006, P37/6876-87, Mt Malcolm Mineral Field, Annual Report 5/5/06-4/5/07, Rubicon Resources Ltd (A56616).

Nikolaenko (1986) Malcolm Gold Mining Prospect, Annual Report P37/995-996. P37/1520-21 and P37/2080. (A19445).

Paton C. & Bewsher A. (2018) BMGS Resource Estimation Malcolm, December 2018. Memo to Mathew Sullivan, Torian Resources Ltd. (Unpublished Torian Report).

Marchiori K.M. (1997) Report No. WA98/11S, Annual and Final Mineral Exploration Report by North Ltd on E37/205, Calypso, Leonora District, for the period 26/9/96 to 30/10/97 (A52847).

Mills M.B. (1997) North Ltd, Repot # WA98/04S, Annual Mineral Exploration Report 1/6/96-39/6/98, Raeside East JV P37/4611-14, P37/4629-50, P37/4726-29 & P37/47656-71 (A51809).

Sanders H (2011) Annual and Final Mineral Exploration Report for the period 24th June 2010 to 6th October 2011 Sunday project C75/2009, Hannan's Reward. (A91723).

Schupp J (1988) Report on 1987 RC and geochemical soil sampling programmes. Mt George Project. Randwick NL (A25565).

Shaheen S. (2011) Leonora East Project, Comb. Annual Report C243/2007. Final Surrender Report. GME Resources Limited (A93099).

Simpson Y. (1988) Malcolm Project Annual Report P37/1520, 2080, 995 (M37/138), P37/996 (M37/139) Polaris Pacific NL (A24682).

Stanton Cook K & Wilson M (2000). Pig Well Bore West project, Millennium Minerals Operations Pty Ltd. Annual Report P37/5228-29 and P37/5298-99, for 12 months ending 25th March 2000 (A60405).

Sullivan M.P. (2015) Rabbit Warren South Project, P37/8017-20. Torian Resources Ltd. C195/2012. Final Report 2015. 16/8/14 to 15/8/15.

Swift A.F. (1987) Picnic Project Progress Report RAB & RC Drilling, Roebuck Resources NL (A22144).

Taylor G.T. (1995) Annual Report Malcolm South Joint Venture, Leonora Project for year ending 30th November 1995 (A46958).

Taylor G.J (1997) Report No. WA97/16S, Annual Mineral Exploration Report, Malcolm South JV, Leonora Project, 1/12/95 to 30/11/96 (A49966).

Thorne L (2016) Golden Style Project, Redcliff Resources Ltd, Annual Report, 12/4/15 to 11/4/16 (A109382).

Tillick D. (2006). Combined Annual Report C119/2000, P37/4785-4786, 1 Jun2 2005 to 31 May 2006, submitted by Teck Cominco Aust. On behalf of Aurion Gold Exploration Pty Ltd. (A73301).

Torian Resources Ltd (2017). ASX Release. Outstanding Initial Results at Malcolm, 20th December 2017.

Torian Resources Ltd (2019). ASX Release. Exploration Targets at Calypso and Mt Keith, Prospects and company update. 22nd February 2019.

Torian Resources Ltd (2019). ASX Release. Updated Resource Estimates for the Mt Stirling and Malcolm projects. 25nd February 2019.

Unknown (1984) Annual Report Pig Well Prospect P37/301, Hann Gold Mining Limited (A14101).

Unknown (1986) Annual Report ending 1/11/86, Numerous tenements, BP Minerals Australia, Mt Edon JV. (A19300).

Unknown (1995) Black Mountain Gold NL, Annual Report, E37/340, Calypso Project for the period 11 Feb 94 to 10 Feb 95 (A43627).

Unknown (1994) Aurora Gold (WA) Ltd. H847 Calypso Project. Technical Report 26/9/94 to 31/12/94. EL37/205. Held by N.A. Williams. (A45937).

Unknown (2006). Annual Report May 2005 to May 2006. Sunday-Picnic Project C44/2003. Pacrim Energy Ltd (A73250).

Unknown (2007). Annual Report May 2006 to May 2007. Sunday-Picnic Project C44/2003. Pacrim Energy Ltd (A75648).

Unknown (2009) Combined Annual Report, Sunday-Picnic Project, C274/2008, Dec 2007 to Dec 2008. Pacrim Energy Ltd. (A81634).

Unknown (2010). Annual Report Dec 2008-Dec 2009. Sunday-Picnic Project C274/2008 P37/7000-7007, 7029-7031. Pacrim Energy Ltd (A86139).

Unknown (2012). Surrender Report November 2011. Sunday-Picnic Project C274/2008 P37/7529-7531. Pacrim Energy Ltd (A93691).

Williams, P.R., Nisbet B.W. and Etheridge M.A., (1989) Shear zones, gold mineralisation and structural history in the Leonora District, Eastern Goldfields Province, Western Australia. Australian Journal Earth Science, Vol. 36, p383-403.

Williams J.D. (1994) Jubilee Gold Mines NL, Malco0lm Project, Leonora WA. Annual Report 1994. (A43667)

Witt W.K and Jackson J.C. (2000) The Geology and Gold Mineralisation of the Raeside-Melita Area and Exploration potential of the Leonora Region. (unpublished).

Young C. (2010) Annual Mineral Exploration Report, 24th June 2009 to 23rd June 2010, C75/2009, Triton Gold Ltd (A87858).

17.0 Glossary of Technical Terms and Abbreviations

Aeromagnetic	A survey made from the air for the purpose of recording the
survey	magnetic characteristics of rocks.
Aircore, A/C	Aircore drilling used steel or tungsten blades to bore a drillhole into unconsolidated ground
Alkali feldspar	Feldspar Group minerals rich in Potassium or Sodium.
Alluvial	Loose mass of soil and or rock fragments transported and
	deposited by water.
Amphibolite	Name given to a rock consisting mainly of hornblende amphibole.
Andesite	A dark fine grained, brown to greyish intermediate volcanic rock
	which is a common constituent of lavas in some areas.
Anticline	Upward arching fold of rock strata (or antiform).
Anomalous	A zone of potential exploration interest, which varies from the
	surrounding area, but not necessarily of commercial interest.
Arsenopyrite	An iron sulpharsenide mineral FeAsS. It is the principal mineral in
Archaean	arsenic ore and a common mineral in lead and tin ores. The oldest rocks of the Precambrian Era, older than 2,500 million
	years and ranging to 4,000 million years.
Assay	A test to determine the proportion of minerals within a sample.
Basalt	A fine-grained mafic volcanic rock.
Basin	A low-lying region where eroded sediments have accumulated
	usually in great thicknesses measured in kilometres.
Bedding planes	Layering of strata.
Brecciated	Rock consisting of angular fragments in a finer grained matrix.
Calc-alkaline	Rocks rich in alkaline earths (magnesia and calcium oxide0 and alkaline metals
Channel	A sample selected across the face of a costean, channel, vein or
samples	rock body to give an average grade.
Chert	A rock with fine-grained glass, highly siliceous composition and
	appearance. A common greenish micaceous rock-forming mineral.
Chlorite Complex	An assemblage of rocks or minerals intricately mixed or folded
	together.
Conglomerate	A course-grained sedimentary rock composed of rounded to sub
	angular pebbles, cobbles or boulders set in a finer grained matrix.
Contact	Surface, which marks the change between rocks of different
	types.
Costean	Trenching for the purpose of evaluating potential mineralisation.
Deposit	A body of mineralization that may or may not be economic for mining.
Diamond	Rotary drilling using diamond-impregnated bits to produce a solid
drilling	continuous core sample of the rock penetrated.
Dip	The angle at which a rock layer, fault or planar feature is inclined
	from the horizontal.
Dolerite	A medium grained intrusive rock mainly composed of feldspar and
	pyroxene.
Dyke	A tabular body of intrusive igneous rock crosscutting the host
	strata. Deposits and soils that are derived by insitu weathering,
Eluvial	gravitational movement or accumulation
Exploration	The act of searching or travelling around a for the purpose of
	discovery of resources or information about the geology and

	mineralisation of an area. It includes office-based studies, field mapping, sampling, geophysical techniques and drilling.
Fault	A fracture or zone of fractures in rocks along which those on one side have moved relative to the other side.
Feldspar	A group of common rock forming minerals.
Ferruginous	Iron rich.
	The banding or lamination in metamorphic rocks resulting from the
Foliation	parallel arrangement of different minerals.
Fold	A bend in strata that is a change in the angle of dip and often a
	change in the direction of dip.
Formation	Primary unit of lithostratigraphy. A mappable and correlatable stratigraphic unit.
Fracture	One of the ways rocks yield to deforming movements i.e.: cracks,
	joints, faults or other breaks.
Gossan	A ferruginous deposit remaining after oxidation of the original sulphide minerals in a vein or ore zone.
Grade	Quantity of metal per unit of weight of host rock.
Graben	An elongate block of the earth's crust lying between two faults and
	displaced downward relative to the blocks on either side, as in a rift valley.
g/t	Grams per tonne of rock material
Granite	A course-grained igneous rock composed dominantly of quartz
	and potassium feldspar.
Granodiorite	A course-grained plutonic rock composed mainly of quartz,
	potassium feldspar, plagioclase, biotite and hornblende. It
	contains less alkali feldspar than granite.
Greenschist	One of the major divisions of the mineral facies classification of
	metamorphic rocks. Low-grade metamorphic rock type.
	Greenschists form under conditions of low temperature and low
	pressure.
Greenstone	Greenstone Belts are zones of variably metamorphosed mafic to
	ultramafic volcanic sequences and associated sediments that occur within Archean cratons.
Greywacke	Sandstone with high amounts of rock fragments and silt.
Group	Comprises more than one stratigraphic formation.
	Induced Polarisation a geophysical imaging technique used to
IP	identify electrical chargeability of sub surface material, such as
	ore.
Igneous	A rock formed by the solidification from a molten state.
Intrusives	A body of igneous rock that has been injected while molten into
	pre-existing rocks.
JORC Code	The Joint Ore Reserves Committee and ASX standard for the
	publication of resources reserves and related information.
Lacustrine	Lacustrine deposits are typically well sorted sedimentary rock
	formations with laminated beds of silts, clays and occasional carbonates.
Lineament	A linier fracture on the earth's surface, such as a fault
Lithology	Description of a rock type.
Lode	A body of mineralization or metalliferous ore, usually a vein.
Mafic	Dark coloured rocks composed dominantly of magnesium and
	iron-rich silicate minerals.
Matrix	Groundmass of rock; the finer grained mass of material in which
	larger grains, crystals or clasts are embedded.

effects of heat and/or pressure A group of minerals characterized by their platy nature. Mica The process by which minerals are introduced into a rock. Mineralisation Generally, a term applied to the accumulation of minerals in quantities ranging from anomalous to economic. Mineral bearing rock that may contain sufficient quantities to be Ore economically mined. Rocks that are exposed at the surface. Outcrop The drill uses a pneumatic reciprocating piston-driven "hammer" to Percussion energetically drive a heavy drill bit into the rock. The cuttings are drilling blown up the outside of the rods and collected at surface. Geological eon representing a period before the first abundant Proterozoic complex life on Earth extended from 2,500 to 542.0±1.0 Ma (million years ago). An iron sulphide mineral (FeS2). Commonly known as fool's gold. Pyrite A common rock-forming mineral composed of silicon dioxide Quartz (SiO2). The drill uses a blade bit or pneumatic reciprocating piston driven RAB drilling "hammer" to drive the drill bit into rock, returning an external sample Reverse circulation-drilling technique in which the cuttings are RC drilling recovered though the drill rods thus minimizing sample losses and
contamination.
Cemented or otherwise compacted detrital sediment composed Sandstone
predominantly of quartz grains.
A metamorphic rock defined by well-developed parallel orientation Schist of more than half its mineral components.
A rock in which its components have been transported from one Sediment
site by wind, ice, gravity or water and subsequently deposited
elsewhere.
A depression or low area in the Earth's crust where large Sedimentary
thicknesses of sediments are able to accumulate. basin
A fine-grained sedimentary rock containing clay sized particles, Shale
which splits easily.
The orientation of a rock body or geological structure in the Strike
horizontal plane. Clastic rocks consisting largely of silica or silicates. Siliciclastic
A sheet-like body of igneous rock that is conformable with the
Sill layers it intrudes.
A very fine-grained clastic rock composed predominantly silt-sized Siltstone
particles.
A fine-grained, foliated, homogeneous metamorphic rock derived Slate
from an original shale-type sedimentary rock composed of clay.
Distinctive multiple layers of rock. Strata
Direction or bearing in which an outcrop, rock body or linear Strike
feature trends.
The length along the direction the rock unit or geological feature is Strike length
trending. A group of minerals in which one or more metals is found in Sulphide
combination with sulphur. mineralisation
A fold where the rock strata dip inwards and downwards the axis. Syncline

TMI	Total Magnetic Intensity data measures variations in the earth's magnetic field caused by the contrasting content of rock forming minerals.
t or tonne	Term for a metric ton.
Tectonic	Forces and structures produced associated with larger features within the Earth.
Transposition	Occurring when a folded layer is disrupted in such a manner that the orientation of the individual segments no longer indicates the gross orientation of the parent layer.
Tuff	Rock consisting of consolidated volcanic ash ejected from vents during a volcanic eruption.
Ultramafic	Igneous and meta-igneous rocks with very low silica content and rich in minerals such as hypersthene, augite and olivine.
Unconformity	A contact between two rock strata where there has been a time break between the two units. The strata each side of the unconformity may be parallel or at an angle to each other.
Vein	A thin, sheet-like infill of a fissure or crack. In gold exploration quartz veins may be important hosts for gold mineralisation.
VHMS	Stratiform deposits with accumulations of sulphide minerals that precipitate from hydrothermal fluids on or below the sea floor
Volcanic	An igneous rock extruded on the surface of the Earth as magma and solidified.

Chemical Symbols

As	Arsenic	Bi	Bismuth
Ag	Silver	Ce	Cerium
Au	Gold	Cr	Chromium
Ca	Calcium	F	Fluorine
Co	Cobalt	Mg	Magnesium
Cu	Copper	Mo	Molybdenum
Fe	Iron	Pb	Lead
Mn	Manganese	Pt	Platinum
Ni	Nickel	Zn	Zinc

Abbreviations

g	Gram	kg	Kilogram
km	Kilometre	km2	Square Kilometre
m	Metre	m2	Square metre
m3	Cubic metre	mm	Millimetre
M	Million	oz	Troy ounce
t	Tonne		(31.103g)

Units of Concentration

(ppb)	Parts per Billion	(ppm)	Parts per Million

Appendix 1 Selected List of Cancelled Gold Mining Leases (1954).

Rabbit Warren South Area Historical Gold Production

Mine	GML Lease #	Tonnes	Ounces	Grams	g/t Au	Period
Napoleon	1358C	8.1	66.81	2,077.79	255.62	1911
Kruger-Steyn	796C- dollied 9.75ozs	2.5	66.27	2,061	811.38	1901
Lady Lena North	520C	35.1	38.71	1,203.88	34.34	1899
Ashley's United	679C	366.3	377.84	11,750.82	32.08	1899-04
Lady Lena	503C	24.4	343.34	1,067.97	43.80	1898
Total		436.4	893	18,161.47

Appendix 1 Selected List of Cancelled Gold Mining Leases (1954).

Pig Well Area Historical Gold Production from P37/8608

Mine	GML Lease #	Tonnes	Ounces	Grams	g/t Au	Period
Ada Crossley	1271C, 1021C	262	54.8	1,703.8	6.5	1904 and 1908
Ada Crossley Nth	1272C	42	10.96	460.3	10.96	1909
Australian Peer	1037C	40	4.79	149	3.72	1904
Flying Pig	452C, 856C, 994C	382.07	740.6	23,036.5	60.29	1897-1900, 1901 and 1903
Evening Star	1067C	77	32.65	1,015.5	13.89	1904-05
Deerah	406C	103	365.59	11,371.1	110.4	1898-1909
Gwalia Block	459C	40	52.44	1,631.1	40.78	1897-98
Pig and Whistle	534C	36	39.7	1,236.7	34.4	1898
Total		982.07	1,301.5	40,604

Appendix 1 Selected List of Cancelled Gold Mining Leases (1954).

Mine	GML Lease #	Tonnes	Ounces	Grams	g/t Au	Period
Whispering Hope	617C	75.2	53	1,648.4	21.92	1898-99
Golden Prize	33C	17.3	19.4	603.4	34.88	1898
Windsor Castle	34C	34.55	25.9	805.05	23.30	1899
Barrington	1193C, 1313C	13.18	16.78	521.92	39.60	1907-09
Alice	1019C, 1058C, 1362C	846.37	693.9	21,581.2	25.50	1904-11
First and Last	1159C	21.3	10.66	331.56	15.56	1906
Knark	946C	27.4	8.96	278.7	10.17	1902
Mafeking	773C	16.26	5.22	162.36	9.99	1900
Orphan	995C	25.4	25.01	777.9	30.63	1903
Shotover	580C	10.16	4.48	139.34	13.71	1899
Dumbarton	1012C	285.5	303.55	9,441.47	33.07	1904-06
Great Northern	1717C,1294C, 717C	460.52	323.85	10,072.87	21.88	1899-12 and 1936
Dover Castle	212C	441.98	377.96	11,755.88	26.60	1897-00
Malcolm King	593C	24.38	3.56	110.73	4.54	1899
Malcolm Mohr	147C	379.5	225.89	7,025.97	18.51	1898
Primrose Day	548C	30.0	46.74			1898-98
Richmond Gem	12C, 634C	12,586	11,524	358,437	28.48	1897-15
North Star	1175C	40,269	28,087	873,604	21.69	1897-15
King of the East	754	824.5	496.15			1903-05
Sunday	146C, 1133C, 1306C, 1442C	1,982.5	1,363.83	42,419.89	21.4	1897- 1912
Golden Crown/Midas	756C, 637C, 970C, 781C, 637C, 1308C, 1747C	3,379.17	3,167.68	98,525.93	29.16	1897- 1936
Total		61,750	46,783	1,438,243

Malcolm Area Historical Gold Production

Appendix II Mt Malcolm Gold Holdings Pty Ltd – Tenements

			CALYPSO
Tenement	Holder	Status	Area	Grant Date	Expiry Date	Expenditure
P37/8791	Torian	Live	151 ha	28/04/2017	27/04/2025	\$ 6,040.00
P37/8792	Torian	Live	160 ha	28/04/2017	27/04/2025	\$ 6,400.00
P37/8793	Torian	Live	164 ha	28/04/2017	27/04/2025	\$ 6,560.00
P37/9105	Torian	Live	98 ha	6/07/2018	5/07/2022	\$ 3,920.00
P37/8906	Magnetic	Live	154 ha	21/08/2017	20/08/2021	\$ 6,160.00
P37/8907	Magnetic	Live	174 ha	21/08/2017	20/08/2021	\$ 6,960.00
P37/8908	Magnetic	Live	194 ha	21/08/2017	20/08/2021	\$ 7,760.00
P37/8909	Magnetic	Live	189 ha	21/08/2017	20/08/2021	\$ 7,560.00
P37/8910	Magnetic	Live	197 ha	21/08/2017	20/08/2021	\$ 7,880.00
P37/8911	Magnetic	Live	198 ha	21/08/2017	20/08/2021	\$ 7,920.00
P37/8912	Magnetic	Live	198 ha	21/08/2017	20/08/2021	\$ 7,920.00
P37/9430	Aurum	Pending	138 ha	-	-	\$ 5,520.00
P37/9431	Aurum	Pending	154 ha	-	-	\$ 6,160.00
P37/9432	Aurum	Pending	194 ha	-	-	\$ 7,760.00
P37/9433	Aurum	Pending	164 ha	-	-	\$ 6,560.00
P37/9434	Aurum	Pending	194 ha	-	-	\$ 7,760.00
			MALCOLM DAM
Tenement	Holder	Status	Area	Grant Date	Expiry Date	Expenditure
P37/8730	Stehn	Live	127.5 ha	9/02/2017	8/02/2025	\$ 5,120.00
P37/8731	Stehn	Live	134.3 ha	9/02/2017	8/02/2025	\$ 5,400.00
P37/8733	Stehn	Live	78.4 ha	9/02/2017	8/02/2025	\$ 3,160.00
P37/8745	Torian	Live	149.8 ha	14/03/2017	13/03/2025	\$ 6,000.00
P37/8746	Torian	Live	181.4 ha	14/03/2017	13/03/2025	\$ 7,280.00
P37/8747	Torian	Live	181.8 ha	14/03/2017	13/03/2025	\$ 7,280.00
P37/8864	Dixon	Live	84 ha	21/08/2017	20/08/2021	\$ 3,360.00
P37/8866	Dixon	Live	119 ha	21/08/2017	20/08/2021	\$ 4,760.00
P37/8748	Torian	Live	115.7 ha	14/03/2017	13/03/2025	\$ 4,640.00
P37/8754	Torian	Live	73.4 ha	14/03/2017	13/03/2025	\$ 2,960.00
E37/1367	Magnetic	Live	5 blocks	3/07/2019	2/07/2024	\$ 15,000.00
E37/1419	Magnetic	Live	2 blocks	14/06/2021	13/06/2026	\$ 15,000.00
P37/9204	Magnetic	Live	166 ha	16/05/2019	15/05/2023	\$ 6,640.00
P37/9205	Magnetic	Live	152 ha	16/05/2019	15/05/2023	\$ 6,080.00
P37/9206	Magnetic	Live	168 ha	16/05/2019	15/05/2023	\$ 6,720.00
P37/9207	Magnetic	Live	175 ha	10/06/2019	9/06/2023	\$ 4,526.00
M37/475	Dixon	Live	120.6 ha	7/11/1994	6/11/2036	\$ 12,100.00
P37/8523	Dixon	Live	200 ha	9/06/2015	8/06/2023	\$ 8,000.00
P37/8524	Dixon	Live	200 ha	9/06/2015	8/06/2023	\$ 8,000.00
P37/8865	Dixon	Live	119 ha	21/08/2017	20/08/2021	\$ 4,760.00
P37/9208	Crew / Bhasin	Live	189 ha	16/09/2019	15/09/2023	\$ 7,560.00
			SUNDAY PICNIC
Tenement	Holder	Status	Area	Grant Date	Expiry Date	Expenditure
P37/8871	Dixon	Live	114 ha	20/07/2017	19/07/2021	\$ 4,560.00

P37/8872	Dixon	Live	179 ha	20/07/2017	19/07/2021	\$ 7,160.00
P37/8873	Dixon	Live	173 ha	20/07/2017	19/07/2021	\$ 6,920.00
P37/8874	Dixon	Live	194 ha	20/07/2017	19/07/2021	\$ 7,760.00
P37/8876	Dixon	Live	122 ha	20/07/2017	19/07/2021	\$ 4,880.00
P37/8877	Dixon	Live	187 ha	20/07/2017	19/07/2021	\$ 7,480.00
P37/8878	Dixon	Live	195 ha	20/07/2017	19/07/2021	\$ 7,800.00
P37/8879	Dixon	Live	199 ha	20/07/2017	19/07/2021	\$ 7,960.00
P37/9071	Dixon	Live	122 ha	16/04/2018	15/04/2022	\$ 4,880.00
P37/9072	Dixon	Live	122 ha	16/04/2018	15/04/2022	\$ 4,880.00
P37/9073	Dixon	Live	122 ha	16/04/2018	15/04/2022	\$ 4,880.00
P37/9074	Dixon	Live	199 ha	16/04/2018	15/04/2022	\$ 7,960.00
P37/9075	Dixon	Live	122 ha	16/04/2018	15/04/2022	\$ 4,880.00
P37/9076	Dixon	Live	98.7 ha	20/03/2018	19/03/2022	\$ 3,960.00
P37/9077	Dixon	Live	122 ha	20/03/2018	19/03/2022	\$ 4,880.00
P37/9361	Dixon	Live	200 ha	26/02/2021	25/02/2025	\$ 8,000.00
P37/9362	Dixon	Live	200 ha	26/02/2021	25/02/2025	\$ 8,000.00
P37/9366	Dixon	Live	59.8 ha	26/02/2021	25/02/2025	\$ 2,400.00
			MALCOLM MINING CENTRE
Tenement	Holder	Status	Area	Grant Date	Expiry Date	Expenditure
P37/8820	Dixon	Live	90 ha	21/08/2017	20/08/2021	\$ 3,600.00
P37/8821	Dixon	Live	120 ha	21/08/2017	20/08/2021	\$ 4,800.00
P37/8825	Dixon	Live	195 ha	21/08/2017	20/08/2021	\$ 7,800.00
P37/8823	Dixon	Live	161.3 ha	21/08/2017	20/08/2021	\$ 6,480.00
P37/8824	Dixon	Live	171.7 ha	21/08/2017	20/08/2021	\$ 6,880.00
P37/8822	Dixon	Live	197 ha	21/08/2017	20/08/2021	\$ 7,880.00
P37/8732	Stehn	Live	190.4 ha	9/02/2017	8/02/2025	\$ 7,640.00
P37/8826	Dixon	Live	199 ha	21/08/2017	20/08/2021	\$ 7,960.00
E37/1331	Magnetic	Live	8 blocks	16/11/2018	15/11/2023	\$ 20,000.00
P37/8905	Magnetic	Live	200 ha	21/08/2017	20/08/2021	\$ 8,000.00
P37/9369	Dixon	Pending	56 ha	-	-	\$ 2,240.00
P37/9495	MMGH	Pending	182 ha	-	-	\$ 7,280.00
P37/9497	MMGH	Pending	9.7 ha	-	-	\$ 388.00
			MT STEWART
Tenement	Holder	Status	Area	Grant Date	Expiry Date	Expenditure
P37/8623	Stehn	Live	104.2 ha	13/07/2016	12/07/2024	\$ 4,200.00
P37/8624	Stehn	Live	70.3 ha	13/07/2016	12/07/2024	\$ 2,840.00
P37/8625	Stehn	Live	115.6 ha	13/07/2016	12/07/2024	\$ 4,640.00
P37/8626	Stehn	Live	118.9 ha	13/07/2016	12/07/2024	\$ 4,760.00
P37/8627	Stehn	Live	118 ha	13/07/2016	12/07/2024	\$ 4,720.00
P37/8628	Stehn	Live	117.6 ha	13/07/2016	12/07/2024	\$ 4,720.00
P37/8629	Stehn	Live	121.4 ha	13/07/2016	12/07/2024	\$ 4,880.00
P37/8630	Stehn	Live	121.3 ha	13/07/2016	12/07/2024	\$ 4,880.00
P37/8631	Stehn	Live	121.4 ha	13/07/2016	12/07/2024	\$ 4,880.00
P37/8632	Stehn	Live	121.4 ha	13/07/2016	12/07/2024	\$ 4,880.00
P37/8578	Wiltshire	Live	120 ha	19/04/2016	18/04/2024	\$ 4,800.00
P37/8579	Wiltshire	Live	96.6 ha	19/04/2016	18/04/2024	\$ 3,880.00
P37/8580	Wiltshire	Live	120 ha	19/04/2016	18/04/2024	\$ 4,800.00

P37/8581	Wiltshire	Live	120 ha	19/04/2016	18/04/2024	\$	4,800.00
P37/9428	Aurum	Pending	199 ha	-	-	\$	7,960.00
P37/9429	Aurum	Pending	198 ha	-	-	\$	7,920.00
M37/1361	Sullivan	Pending	108 ha	-	-		\$ 10,000.00
M37/1362	Sullivan	Pending	114 ha	-	-		\$ 10,000.00
P37/9367	Dixon	Pending	177 ha	-	-	\$	7,080.00
P37/9368	Dixon	Pending	195 ha	-	-	\$	7,800.00
P37/9370	Dixon	Pending	194 ha	-	-	\$	7,760.00
P37/9496	MMGH	Pending	182 ha	-	-	\$	7,280.00
			GERMATONG
Tenement	Holder	Status	Area	Grant Date	Expiry Date		Expenditure
P37/8652	Stehn	Live	196 ha	30/08/2016	29/08/2024	\$	7,840.00
P37/8653	Stehn	Live	113 ha	30/08/2016	29/08/2024	\$	4,520.00
P37/8650	Stehn	Live	116 ha	30/08/2016	29/08/2024	\$	4,640.00
P37/8663	Stehn	Live	121.4 ha	1/02/2017	31/01/2025	\$	4,880.00
			EMU EGG
Tenement	Holder	Status	Area	Grant Date	Expiry Date		Expenditure
P37/8568	Crew	Live	197 ha	16/10/2015	15/10/2023	\$	7,880.00
P37/8890	Torian	Live	65 ha	26/07/2017	25/07/2021	\$	2,600.00
P37/8891	Torian	Live	200 ha	26/07/2017	25/07/2021	\$	8,000.00
P37/8892	Allan	Live	200 ha	26/07/2017	25/07/2021	\$	8,000.00
P37/8893	Allan	Live	200 ha	26/07/2017	25/07/2021	\$	8,000.00
P37/8894	Allan	Live	153 ha	26/07/2017	25/07/2021	\$	6,120.00
P37/8895	Allan	Live	189 ha	26/07/2017	25/07/2021	\$	7,560.00
P37/8896 P37/8897	Allan Allan	Live Live	174 ha 185 ha	26/07/2017 26/07/2017	25/07/2021 25/07/2021	\$ \$	6,960.00 7,400.00
P37/8898	Allan	Live	175 ha	26/07/2017	25/07/2021	\$	7,000.00
P37/8899	Allan	Live	200 ha	26/07/2017	25/07/2021	\$	8,000.00
P37/8900	Allan	Live	200 ha	26/07/2017	25/07/2021	\$	8,000.00
P37/9239	Crew / Dixon	Live	89.3 ha	3/02/2020	2/02/2024	\$	3,600.00
P37/8649	Stehn	Live	148 ha	30/08/2016	29/08/2024	\$	5,920.00
P37/8651	Stehn	Live	192.5 ha	30/08/2016	29/08/2024	\$	7,720.00
P37/8659	Stehn	Live	193.5 ha	9/09/2016	8/09/2024	\$	7,760.00
P37/8660	Stehn	Live	131.6 ha	9/09/2016	8/09/2024	\$	5,280.00
P37/8661	Stehn	Live	192.1 ha	9/09/2016	8/09/2024	\$	7,720.00
P37/8664 P37/8665	Stehn Stehn	Live Live	176.2 ha 155 ha	9/09/2016 9/09/2016	8/09/2024 8/09/2024	\$ \$	7,080.00 6,200.00
			PIG WELL
Tenement	Holder	Status	Area	Grant Date	Expiry Date		Expenditure
P 37/9182	Drillgold / Zanil	Live	199 ha	3/04/2019	2/04/2023	\$	7,960.00
P 37/9183	Drillgold / Zanil	Live	200 ha	3/04/2019	2/04/2023	\$	8,000.00
P 37/9184	Drillgold / Zanil	Live	199 ha	3/04/2019	2/04/2023	\$	7,960.00
P 37/9185	Drillgold / Zanil	Live	200 ha	3/04/2019	2/04/2023	\$	8,000.00
P 37/9186	Drillgold / Zanil	Live	185 ha	3/04/2019	2/04/2023	\$	7,400.00

P 37/9187	Drillgold / Zanil	Live	200 ha	3/04/2019	2/04/2023	\$ 8,000.00
P 37/9188	Drillgold / Zanil	Live	196 ha	3/04/2019	2/04/2023	\$ 7,840.00
P 37/9189	Drillgold / Zanil	Live	198 ha	3/04/2019	2/04/2023	\$ 7,920.00
P 37/9190	Drillgold / Zanil	Live	199 ha	26/04/2019	25/04/2023	\$ 7,960.00
P 37/9191	Drillgold / Zanil	Live	198 ha	26/04/2019	25/04/2023	\$ 7,920.00
P 37/9192	Drillgold / Zanil	Live	197 ha	26/04/2019	25/04/2023	\$ 7,880.00
P 37/9193	Drillgold / Zanil	Live	190 ha	26/04/2019	25/04/2023	\$ 7,600.00
P 37/9194	Drillgold / Zanil	Live	198 ha	26/04/2019	25/04/2023	\$ 7,920.00
P 37/9195	Drillgold / Zanil	Live	192 ha	26/04/2019	25/04/2023	\$ 7,680.00
P 37/9196	Drillgold / Zanil	Live	194 ha	26/04/2019	25/04/2023	\$ 7,760.00
P 37/9197	Drillgold / Zanil	Live	169 ha	26/04/2019	25/04/2023	\$ 6,760.00
P 37/9198	Drillgold / Zanil	Live	199 ha	26/04/2019	25/04/2023	\$ 7,960.00
P 37/9199	Drillgold / Zanil	Live	200 ha	26/04/2019	25/04/2023	\$ 8,000.00
P 37/9200	Drillgold / Zanil	Live	191 ha	26/04/2019	25/04/2023	\$ 7,640.00
P 37/9201	Drillgold / Zanil	Live	170 ha	26/04/2019	25/04/2023	\$ 6,800.00
P 37/9202	Drillgold / Zanil	Live	149 ha	26/04/2019	25/04/2023	\$ 5,960.00
P37/8608	Dixon	Live	195 ha	23/03/2016	22/03/2024	\$ 7,800.00
M37/1353	Dixon / Saruman	Live	192 ha	1/07/21	31/06/42	\$ 19,200.00
P37/9462	Aurum	Pending	150 ha	-	-	\$ 6,000.00
P37/9463	Aurum	Pending	200 ha	-	-	\$ 8,000.00
P37/9464	Aurum	Pending	199 ha	-	-	\$ 7,960.00
P37/9465	Aurum	Pending	145 ha	-	-	\$ 5,800.00
			MT GEORGE
Tenement	Holder	Status	Area	Grant Date	Expiry Date	Expenditure
P37/8314	Dixon	Live	200 ha	30/07/2013	29/07/2021	\$ 8,000.00
P37/8648	Stehn	Live	98.3 ha	30/08/2016	29/08/2024	\$ 3,960.00
P37/8662	Stehn	Live	153 ha	9/09/2016	8/09/2024	\$ 6,120.00
P37/8862	Dixon	Live	133 ha	21/08/2017	20/08/2021	\$ 5,320.00
P37/8863	Dixon	Live	86 ha	21/08/2017	20/08/2021	\$ 3,440.00
P37/8928	Iwanow	Live	102 ha	21/09/2017	20/09/2021	\$ 4,080.00
M37/1363	Dixon	Pending	200 ha			\$ 20,000.00
P37/9479	Maher	Pending	192 ha	-	-	\$ 7,680.00
P37/9480	Maher	Pending	192 ha	-	-	\$ 7,680.00
	Maher	Pending	192 ha	-	-	\$ 7,680.00
P37/9481

JORC 2012 Table 1 Mt Malcolm Mines NL (Mt Malcolm Gold Project) SECTION 1 – Sample Techniques and Data

Criteria	Commentary
Sampling techniques	Data and samples have been collected and recorded by a large number of listed companies and numerous prospector syndicates since the mid-1980s. A wide variety of sample techniques and assay mythologies have been adopted however they are almost always company specific. That is the various companies constantly used the same analytical and sampling techniques over the time they explored the tenements. Mt Malcolm Mines NL have not conducted any sampling programs.
	Sample techniques include bulk sampling, sieved soils, rock chip and channel sampling, scoop, cone split and riffle (on and off rig), grab sampling, diamond core segments and petrological slides. Samples include both composites and individual metres. Reliability and representativity is unknown however methodologies were conducted to the standard industry practice of the day.
	Historically RC, A/C and RAB drill samples were obtained from 1 m intervals or composite downhole intervals either riffle/cone split or scoop/speared samples to attain a representative sub-sample. Half diamond core portions were also cut and collected. Historical samples have been submitted to a variety of commercial laboratories for a variety of preparation methods but generally Fire Assay with AAS finish or Aqua Regia digest and AAS/ICP finish was adopted.
	Only the drill results contained in the tables of significant intersections are regarded as material by the Competent Person, they are relevant to the type of sample methodology and the low tenor background values are considered, usually assay results >1.0 g/t Au are regarded as significant and results >0.5 g/t Au are regarded as anomalous however the size of the different programs and the number of samples collected during each individual program has been considered. Only assay regarded as relevant, anomalous and significant are considered in this document. All samples and drilling procedures are historical and conducted by other parties. QA/QC procedures and protocols were not implemented in the vast majority of historical sampling methodologies however the procedure were conducted as per the industry standards of the day and assayed by reputable laboratories.
Drilling techniques	Numerous drill programs comprising various types of drilling methods have been conducted by many companies since 1985. In excess of 5,000 holes have been collared within the tenement holding. Auger, RAB, Aircore, Percussion, RC and diamond drill techniques have all been employed. A variety of machines with varying specifics have drilled in the Mt Malcolm region.
	Generally, Auger drilling is shallow (<1 m), vertical, often 80 mm to 100 mm in diameter and grid spaced (100 m x 50 m), samples are often sieved to <2 mm.
	Soil samples are also usually grid spaced and sieved, being shallow <20 cm surface sampling, typically collected using a shovel and processed on site with a sieve (6 mm/+2 mm or <2 mm) both techniques are usually high density sample patterns and are regarded as geochemical procedures.
	RAB (Rotary Air Blast) drilling is carried out using small air compressors (150 psi/600 cfm) and drill rods fitted with a percussion hammer or a blade bit. Sample return is collected at the drillhole collar via a stuffing box and cyclone collection techniques. Hole size ranges between 75-110 mm and hole depths hardly ever exceed 50 m.
	Aircore drilling (A/C) is a form of RC drilling but generally utilising smaller rigs and smaller air compressors (400 cfm/150 psi) compared to standard larger RC rigs of the time. Drill bits are hollow in the centre, with kerf cutting blades hosting tungsten-carbide inserts. Drill bit diameters usually range between 75-110 mm. Aircore drilling is used to test the weathered regolith using a blade bit to drill refusal, often near the fresh rock interface. On some occasions hammer bits were used to drill deeper when harder rock types were encountered. Hole depths range from 2 m to +100 m but average approximately 40 m. When drilling under dry conditions A/C samples should be of a comparable quality to RC samples, when implementing the same sampling techniques.
	RC or Percussion drilling (600 cfm/250 psi or in later years 900 cfm/350 psi) used conventional air driven reverse circulation techniques utilising cross-over subs and later, after the early 1990s, face-sampling hammers with bit shrouds. Drill bit sizes typically ranged between 110-140 mm. Samples obtained from conventional RC drilling techniques with cross-over subs often suffered from down hole contamination (smearing of grade) especially

Criteria	Commentary
	below the water table. Samples obtained from RC techniques using the face hammer suffered less from down hole contamination and were more likely to be kept dry beneath the water table, particularly if auxiliary and booster compressors were used. These samples are regarded as more reliable and representative. RC drilling is the dominant drill type around the old workings.
	Diamond drilling was carried out to the industry standards of the day using typical 'Q' wireline techniques. Core was retrieved from inner tubes and placed in core trays. Core size include NQ (45-48 mm) and HQ (61-64 mm). Core was orientated down hole using a marking spear. At the end of the core run the driller marked the hole depth with in tray core blocks. Minimal diamond drill programs were conducted (mostly at Calypso). No historical core is available or obtainable.
	Drill information is generally described in varying detail in historical reports to DMIRS including companies and rig types. Review of historical documents indicate that reputable drilling companies were contracted and equipment supplied was of an acceptable standard for those times.
	A minimal number of holes have been down hole surveyed using a downhole camera. Drill holes are surveyed at the completion of the hole at various intervals, depending on hole depth, usually hole orientation measurements are taken inside stainless-steel rods connected to the end of the drill string however on occasion open hole techniques were implemented.
Drill sample	Diamond core recovery was measured and recorded in most of the geologist's drill logs. although these details are not in the database. Technical reports indicate core recovery was generally good with lesser recoveries recorded in zones of broken ground, which were often also zones of mineralisation.
recovery	There is limited information regarding historical sample recoveries for RAB, A/C and RC drilling however since the early 1990s there has been an improvement in sample recoveries and reliability following the introduction of face sampling hammers and improved drilling techniques and equipment. The latter technique delivers a more representative sample.
	Due to the general lack of detailed information regarding historical drilling (RAB, A/C & RC) no quantitative or semi-quantitative impression of sample recovery or sample quality is available. Drilling was conducted by a variety of contracted companies, the programs were supervised by a variety of company personnel and conducted to the standards of the day.
	During the drill programs when wet or damp samples were encountered, they were often speared or scooped instead of riffle split. This sampling procedure is regarded as unreliable however the total number of wet samples is considered to be low and the vast majority of samples were collected dry.
	No indication of sample bias is evident nor has it been established; no relationship has been observed to exist between sample recovery and grade.
Logging	The lithological logs in the data base and the non-digital paper versions have used numerous logging codes due to the number of companies involved. Correlation between the codes is difficult to establish, however it can be achieved with effort, this is an ongoing process and has not yet been completed. Based on historical reports, drill hole logging procedures appear consistent with the normal industry practices of the time. In some cases, the geological descriptions are brief however they are still useful as a general guide.
	All drill holes are logged in their entirety, usually at 1 m intervals, to the end of hole. All drill hole logging data is either digitally or physically captured. Data is sourced from the original paper logs in historical annual reports or DMIRS reports and their digital WAMEX/GeoVIEW data bases. Validated and standardisation are required prior to being uploaded to the Mt Malcolm data base.
	Qualitative logging includes classification and description of lithology, weathering, oxidation, colour, texture and grain size. Quantitative logging includes identification and percentages of mineralogy, sulphides, mineralisation and veining.
	Diamond core logging is typically logged in more detail compared to RC and A/C drilling. RC drilling is typically logged in more detail than A/C or RAB drilling. The entire length of the drill hole is logged from surface to end of hole.

Criteria	Commentary
Sub	Historical reports relating to the various drill programs are not always complete in the description of sub-sampling techniques, sample preparation, laboratories and quality control protocols.
sampling techniques and sample preparation	The vast majority of RC samples were collected dry and riffle split. A/C and RAB samples were either scoop, tube or spear sampled. On occasion ground water was encountered and a minimal number of samples were collected damp or wet in these cases spear, tube or scoop sampling techniques were used for collecting the wet samples. Wet samples are considered unreliable. At this level of exploration, the sample size and analytical methods are considered appropriate for the type, style, thickness and consistency of mineralisation.
	Diamond drill core samples collected for analysis were longitudinally cut in half, occasionally in quarters for larger diameter core using a powered diamond core saw blade centred over a cradle holding the core in place. Sample intervals varied but were predominantly taken over 1m intervals, or at geological contacts, whichever is the lesser. Where historical reports do not describe the sampling protocol its assumed that drill core was sampled as described above. Diamond core was usually Fire Assayed.
	Somewhat limited historical information indicates RC sampling was conducted by collecting speared composite samples or samples at 1m intervals from beneath a cyclone. Cyclone samples were then passed through a riffle or cone splitter to obtain a 3-4kg sub-sample for analysis. The RC sampling procedures are believed to be consistent with the normal industry practices of the time. After splitting samples were collected in numbered bags and the rejects stored at the drill site in plastic bags for future reference.
	Both riffel split 1 m samples and speared composite samples (at 3, 4 or 5 m intervals) were submitted to various laboratories. Individual or composite sampling depended on the company policy of the day. Duplicate samples and Certified Reference Standards are rare in historical drilling however QA/QC protocols are adopted it the more recent drilling ie Torian Resources.
	Samples obtained from conventional RC drilling techniques with cross over subs are often unrepresentative due to down hole contamination, especially beneath the water table. Face hammer samples suffered less from down hole contamination and were more likely to be kept dry beneath the water table, particularly if auxiliary and booster air compressors were used. These latter and more recent samples are considered to be more representative.
	The sample collection methodology is considered appropriate for RC drilling and is within today's standard industry practice. Split one metre sample (1 m) results are regarded as reliable and representative. RC samples are split with a riffle or rotary cone splitter at one metre intervals as drilled. Composite spear samples are collected at the drill site. With the exception of recent exploration there are no useable sample rejects available at the drill sites, sample bags are either contaminated, removed, rehabilitated or destroyed.
	The sampling methodology for A/C and RAB drilling are generally the same as composite RC sampling, the majority of samples were stored directly on the ground prior to composite sampling with a scoop or spear. Sample intervals varied depending on the exploration company and occasionally a bottom of hole (1 m) sample was collected for multi element analysis.
	Analytical Laboratory metadata is sketchy however generally samples are dried, crushed and pulverised until the sample is homogeneous. Analysis technique for gold (only) was usually Fire Assay fusion 50 or 25 g charge AAS finish.
	No issues have been identified with sample representatively. The sample size is considered appropriate for this type of mineralisation style.
Quality of assay data and laboratory tests	Numerous assay laboratories and various sample preparation and assay techniques have been used since 1985. Historical reporting and descriptions of laboratory sample preparation, assay procedures and quality control protocols for the samples from the various drilling programs are variable in their descriptions and completeness. Sample preparation included drying the samples (105°C) and pulverising to 95% passing 75 µm. Samples were then riffle split to secure a sample charge of 20, 25, 30, 40 or 50 grams. Gold analysis was via Fire Assay or Aqua Regia digest (ppm or ppb detection).
	Analysis on diamond, RC, A/C and RAB samples was conducted by a variety of laboratories including Kalassay, Leonora-Laverton Assay Labs, Genalysis, Ultratrace, Minlab, SGS Leonora, ALS and others. Generally gold analysis was Fire Assay fusion (with 20, 25, 30, 40 or 50 gram catch weights) with AAS/ICP finish or subject to

Criteria	Commentary
	Aqua Regia digest AAS/ICP or ICP-OES finish. On occasion base metals and/or a selected suite of multi elements were also included in the analytical procedure via Aqua Regia B/ETA, ICP-OES, IC-MS or B/AAS finish.
	Field duplicates, Certified Reference Material (CRM) standards and blanks are rarely referenced in the historic assay data although recent drilling displays appropriate QA/QC protocols. Fire assay is regarded as a complete digest and extraction technique. Aqua Regia acid digest is considered to be a partial extraction technique, where gold is encapsulated in refractory sulphides or some silicate minerals it may not be fully dissolved. As such the analysis should only be considered as partial for some elements including gold.
	No geophysical tools were used to determine any element concentrations.
Verification of sampling	Verification of the sampling and assay techniques and results has limitations due to the legacy of the involvement of various companies, personnel, drilling equipment, sampling protocols and analytical techniques at different assay laboratories over a 35-year period.
and assaying	There will always be a risk with legacy data that sampling or assaying biases may exist between results from different drilling programs due to differing sample protocols, different laboratories and different analytical techniques.
	Repeated examination of historical reports on phases of diamond, RC, A/C and RAB drilling have been conducted from time to time.
	There has been no adjustment, averaging or calibrations made to the assay data that's recorded in the company's database.
Location of data points	Several local survey grids, AMG (AGD84), GDA94 and MGA94 (zone51) co-ordinates have all been used to position data points over different time periods. The majority of data points can be converted to the GDA94 grid co-ordinate system however regarding earlier drilling and sample coordinates and the use of hand-crafted local grids there is room for a degree of error considering the history of grid transformation and surviving documentation. There is some residual risk of error in the original co-ordinates for old drillholes and their conversion to GDA94.
	The majority of historical survey data was collected and recorded by the company involved. Regarding more recent drilling drill hole collars, they were usually located and recorded in the field using a hand-held GPS with a three metre or better accuracy. No drill holes have been noted as surveyed by licensed surveyors.
	Some but not all hole locations have been visually checked on the ground for spatial verification. Topographic RL control is usually nominal however the height control ranges from 300m to 500m depending on the exploration company. It was often the case that RL's were not recorded particularly RAB and A/C drilling. The drill hole and sampling spacing is project specific; the drilling patterns employed in the past were dependent
Data spacing and distribution	on previous drilling and/or geological interpretation/targeting depending on the nature and style of the mineralisation being tested. The sample spacing is considered close enough to identify significant zones of gold mineralisation. The drill programs are a follow up/ongoing exploration exercise that were designed to identify areas of geological interest and to confirm existing known mineralisation at various prospects. Closer spaced RC drilling on surrounding cross sections and follow up diamond drilling maybe required to further delineate the extent, size and geometry of some areas within identified zones of gold mineralisation.
	Drill spacing and the drill technique is sufficient to establish the degree of geological and grade continuity appropriate for any mineral resources and ore reserve estimation procedures and classifications applied however the mineralised systems remain open and additional infill or deeper drilling would be required to close off and confirm the full extent of identified mineralisation, particularly at depth.
Orientation of data in relation	The sheared Mt Malcolm greenstone sequence displays an NNE to NE lithological orientation with steeply dipping stratigraphy. Stratigraphy is disrupted by the development of NW, NNW, NS, EW and NE trending faulted shear systems which display a variety of fold styles ranging from open to isoclinal, the greenstone package generally young's westerly and dips east. The tenement package is mostly contiguous with two outlying Projects

Criteria	Commentary
to geological structure	(Mt George and Germatong). The drilling and sampling programs were designed to provide, as best as practicable, an unbiased location of drill sample data.
	The chance of sample bias introduced by sample orientation is considered minimal. No orientation sampling bias has been identified in the data thus far.Drilling and sampling programs are conducted to obtain unbiased locations of drill sample data, generally orthogonal to the strike of the mineralisation.
	The vast majority of historical drilling is orientated westerly generally at 250°/-60, 260°/-60 or 270°/-60 but azimuths of 135° (Calypso), 245° (Dover Castle South) and 235° (Dumbartons) are also recorded. A large portion of RAB and A/C drilling is vertical.
	Gold mineralisation is hosted by NW, NNW and EW trending shear zones and is typically associated with quartz, iron carbonate, iron chlorite and sericite alteration with variable (<5%) pyrite and arsenopyrite mineralisation. The mineralised segments of the shear zones tend to occur along lithological contacts or close to the contact between the two sheared lithologies. The regional geological structure is complex.
Sample	Sample security pertaining to historical samples is unknown. Once samples are collected from the field they were stored at Leonora and/or transported to the analytical laboratory. No sample security details are available for historical sampling. In later programs sample security is assumed to be adequate however details are unknown.
security
	Once received by the laboratory samples are checked against the field manifest, sorted and prepared for assay. Samples were then processed and assayed under the supervision of various analytical laboratories. Once in the laboratories possession adequate sample security measures are assumed to be adopted.
Audits or reviews	Sampling methodologies, assay techniques and QA/QC protocols used in the various drilling programs are not as thoroughly documented when compared to today's current standards. Reviews of the various available historical company reports regarding drilling and sampling techniques indicate that they were conducted to the best practice of the day however data is poorly validated and confidence levels are low regarding collar co ordinates, assay and logging techniques and sampling procedures.
	Further audits or reviews are not considered necessary at this particular exploration stage.

Section 2 Reporting of Exploration Results

Criteria	Commentary
Mineral	The tenements are located within the Shire of Leonora in the Mt Margret Mineral Field in the centre of the North Eastern Goldfields of Western Australia. The land holding covers an area of approximately 274 sqkm. The tenements are all in good standing.
tenement and land tenure status	The semi-contiguous package comprises 2 ML's ,3 MLA, 122 PL's, 3 EL's and 21 PLA's.
	The tenements are held by or subject to agreements to be held by Mt Malcolm Gold Holdings Pty Ltd a wholly owned subsidiary of Mt Malcolm Mines NL. The tenements are managed and explored by Mt Malcolm Mines NL.
	The holdings are subject to several gross production royalty agreements with the original vendors (see vendor transaction schedule for details) however all the gross royalties are in a range from 2 to 2.5% of metal content.
	Refer to the Solicitors Report on Title set out in Annexure B of the Prospectus for further details with respect to tenure and competing interests in the area of the tenements, including native title claims, registered Aboriginal sites, pastoral leases, private land and various other interests.
	The Mt Malcolm area has been explored and drilled by a number of exploration and mining companies over numerous years dating back to the early 1980s, more active gold exploration companies include Black
Exploration done by other parties	Mountain Gold NL, Aurora Gold (WA) Ltd, Pacrim Energy Ltd, Sons of Gwalia Ltd, Jubilee Gold Mines NL, Yilgangi Gold NL, BHP Minerals Division Exploration Department, Union Oil Ltd, CRA Exploration Pty Ltd, Midas Resources, Lake Raeside NL, Gulf Mines Ltd, Hannan's Reward Ltd, Ashton Gold (WA) Pty Ltd, North

Criteria	Commentary
	Ltd, GME Resources Ltd, Torian Resources Ltd and Triton Gold Ltd. All have contributed to various exploration programs utilising a wide variety of techniques.
	Exploration activities by these and other companies covered all aspects of mineral exploration with a particular focus on gold. On ground activities include geophysics, geochemistry, geological mapping, drill programs (Auger, RAB, A/C, RC & diamond), sampling, metal detecting, structural interpretation, petrological studies, trial mining, resource evaluations and geological assessments.
	Historical reporting and descriptions of laboratory sample preparation, assay procedures and quality control protocols for the samples from the various drilling programs are variable in their descriptions and completeness. The drilling database has been assembled, interrogated and scrutinised to a satisfactory level however, in the majority of cases the data is historical and predates JORC 2012 compliance. It has not been possible to fully verify the reliability and accuracy of portions of the data however it appears that no serious problems have occurred. Historical exploration techniques and reported mineralisation was conducted to the standards of the day.
Geology	The Project area is located east of Leonora in the North Eastern Goldfields covering segments of the altered mafic basalt/felsic volcanoclastic/sedimentary sequences of the Malcolm and Minerie Greenstone Belts, including the Pig Well Graben sediments and a segment of the Keith-Kilkenny Tectonic Lineament positioned within the greenstones of the Kurnalpi Terrain. Local lithologies are characterized by linier NNW trending steeply dipping structures and sub-parallel sheared stratigraphy.
	Rock outcrop is limited, the dominant felsic, sedimentary and mafic rock types include basalt, fine to medium grained dolerite, feldspathic sediments, granodiorite porphyry, black shales, siltstones, chert, sandstones, grits, BIF, medium grained greywacke, conglomerates, tuffs and breccias of Archean age together with the epiclastic sediments of the Pig Well Graben and late-stage Proterozoic dolerite dykes. The region is intensely sheared and folded.
	Gold mineralization is associated with lithological contacts hosted by NW, NNW & EW trending shear zones often associated with quartz veining, carbonate, chloritic or sericitic alteration with minor pyrite and arsenopyrite mineralisation. There are countless old gold workings dotted along these sheared structures. The Malcolm region has historically produced gold. The Malcolm Mining Centre stamp battery produced 47,200 oz at an average grade of 23.5 g/t Au.
Drill hole Information	The location of drill hole collars is recorded in the company database and presented as part of the significant intersection tables in the body of this report. All hole depths refer to down hole depth in metres. Hole collars are quoted in MGA94 Zone51 or, in a small number of cases, local grid or AMG. A topographic digital terrane model was created however this topo surface is unreliable as it uses collars that are unlikely to have been surveyed. Due to the unreliability of data the RL's have been omitted from the tables of significant intersections
	It's noted that some hole details are converted from the original local grids or AMG to GDA/MGA and survey details lack accuracy. On occasion limited hole orientation data was reported. Hole data has been extracted from the DMIRS database and raw data from numerous Annual Reports. Drill hole depths are measured from the collar (top) of the hole to the bottom (end) of the hole.
Data Aggregation	No averaging of the raw assay data was applied. Raw data was used to determine the location, width of gold intersections and anomalous gold trends. Geological assessment and interpretation were used to determine the relevance of the plotted intersections with respect to the sampled medium.
methods	When drill holes are quoted individual grades are reported as down hole length weighted average grades. Only intersections greater than or close to 0.5 g/t Au are regarded as significant or anomalous. Intersections < 0.5g/t Au are regarded as indicative of potential mineralisation but are not viewed as anomalous nor considered to be significant however they are useful as a guide to potential mineralisation trends and relevant to any surrounding mineralisation halo.
	The significant intersections are tabled in the body of this report. No top cuts were applied to any assay values. There is no reporting of metal equivalent values.
Relationship Between Mineralisation widths and	In general, the drill hole orientation may not be at an optimal angle to the strike of the greenstone sequence (NW-NNW) and the identified gold mineralisation. However, the majority of holes are orientated in a westerly direction or vertical. Since the greenstone sequence is generally steeply dipping east, drill intercepts are reported

Criteria	Commentary
intercept lengths	as downhole widths. As a result, the reported intersections do not represent true widths. Orientation and geometry of the anomalous zones has been primarily determined by interpretation of historical drilling.
	The maximum and minimum sample width within the reported mineralised zones is 1m and on occasion, particularly when dealing with core, part of a metre. Quoted intersections are weighted averages.
Diagrams	Relevant "type example" tables, plans, cross sections and diagrams are included in the body of this report.
Balanced Reporting	Only gold results regarded as significant or anomalous are discussed and reported, generally samples assaying >0.5 g/t Au which represents a low order mineable grade is referred to in the table of significant intersections however the lower average grades require a wider width of mineralisation to substantiate economic parameters ie 20 m @ 0.5 g/t Au and 2 m @ 5 g/t Au have exactly the same gold content in gram metres but widths differ by a scale of magnitude which dramatically affects potential tonnage of deposits. The available historic database includes an inherited data set compiled by previous project owners combined with data sourced by Mt Malcolm Mines NL. There are limitations in the amount of information provided in the data set. It has not been possible to fully verify the reliability and accuracy of portions of the database however it appears that no serious problems have occurred and validation check results were within acceptable limits. Generally, the recent data is more reliable than the historic data. Considering the complex history of grid transformations there must be some residual risk in converting old local grids to AMG (AGD84) and then to MGA94 and GDA94 (zone51).
Other	Regarding the results reviewed no other substantive data is currently considered necessary.
Substantive
exploration data	All meaningful and material information is presented in this document. Further data collection will be reviewed and reported as and when considered material.
Further work	The potential to increase the existing zones of mineralisation is viewed as probable, however committing to further work does not guarantee that further delineation of the extent, size and geometry of some areas within identified zones of gold mineralisation will be the result.
	Planned future work at the Mt Malcolm Gold Project includes drill programs (Aircore, RC and diamond drilling), database consolidation and verification, on ground truthing, geophysical interpretation and geological investigation.

Section 3 Estimation and Reporting of Mineral Resources

Criteria	Commentary
Database Integrity	All sample data, subject to this report and data used in the Inferred Resource estimation work, is obtained from various drilling programs carried out since 1985. Data was obtained predominantly from Reverse Circulation (RC) drilling, and to a lesser extent diamond core (DD) drilling. Air Core (A/C) drilling has only been used as a guide.
	Data was inspected for errors; no obvious errors were detected. The database was constructed from excel spreadsheets, each sheet such as collar, survey, assay, QA/QC and lithology was loaded into the database as a table and converted to a format to be used with Surpac. The drillhole data was loaded into Surpac and checked for duplicate holes, missing downhole surveys, overlapping samples and correct maximum hole depths. All holes were visually validated to ensure they made geospatial sense ie correct azimuth and dip. Drillholes were lined up with section lines and azimuths made sense. Any errors were corrected so that the database could be cleanly loaded into Surpac.
Site Visits	The competent person or persons have not visited the site however the authors are familiar with the Eastern Goldfields and areas covered by the M2M tenement holding.

Criteria				Commentary
Geological Interpretation	apart. There are no obvious alternative interpretations that would impact the final result.				The gold mineralisation at Dumbartons and Dover Castle south are contained within steeply dipping quartz veined shear zones. Calypso is a shallow dipping deposit with mineralisation associated with a variety of rock types mainly a highly altered magnetite siltstone and intense carbonate-pyrite alteration in relatively unaltered siltstone. The mineralised lodes were continuous over several sections. The gold mineralisation halo was the basis for the geological interpretation used in the Inferred Mineral Resource Estimation. Interpretations were carried out by digitising wireframes into sections and then checked in plan view to ensure sensible continuity of geology and mineralisation. Wireframes were combined across sections into individual three-dimensional (3DM) solids representing mineralised domains. Section spacing ranged from 40m to 80m The block models were constructed in Surpac 6.4.1 using extents that covered all the mineralised domains.
Dimensions	following parameters were used.				The Dover Castle and Dumbartons models were rotated to align with the strike of the mineralisation. The
			Calypso_1811.mdl
	Type	Y	X	Z
	Min Coordinates	6799900	357000	0
	Max Coordinates	6790600	357800	400
	User Block size	20	20	5
	Min. Block size	2.5	2.5	0.625
	Rotation	0	0	0
		Dover Castle south_1811.mdl
	Type	Y	X	Z
	Min Coordinates	6797740	354900	200
	Max Coordinates	6798240	355350	500
	User Block size	40	20	10
	Min. Block size	5	2.5	1.25
	Rotation	325	0	0
			Dumbartons_1811.mdl
	Type	Y	X	Z
	Min Coordinates	6795600	354400	200
	Max Coordinates	6796050	355100	400
	User Block size	20	40	10
	Min. Block size	1.25	2.5	0.625
	Rotation	340	0	0
	Dumbartons. The orientation and dimensions of the mineralisation follow:				A total of 19 separate mineralised domains were generated for Calypso, 1 for Dover Castle South and 5 for

Criteria				Commentary
Estimation and modelling techniques	the resource.	Mineralised domains were flagged to the "domain" attribute in the model to define the mineralisation framework. Grade estimation was completed using Inverse Distance (ID) methodology for each domain. Four successive passes were utilised for the estimation, with fewer required samples and extended searches in subsequent passes to ensure all mineralised blocks were estimated. The fourth pass was used to estimate single section and intercept lodes that are being treated as unclassified and not used in any reports. The search parameters used for the mineralised domains are detailed below: No assumptions have been made regarding the recovery of by-products. No assumptions were made on modelling of selective mining units and no assumptions were made on correlation of modelled variables. Statistics were reviewed for all domains and variography was attempted however due to the lack of samples and the wide spaced drilling meaningful variography was not possible thus the ID method was used to estimate No top cuts were applied. No deposit contained any significant outliers, of which to justify a top cut.
				Estimation Parameters - Calypso
		Pass 1	Pass 2	Pass 3	Pass 4
	min samples	8	8	4	1
	max samples	32	32	32	32
	search radius	100	200	300	300
	Ellipse
	Major Azi	0	0	0	0
	Plunge	0	0	0	0
	Dip	35	35	35	35
	Semi Major Ratio	1	1	1	1
	Minor Major Ratio	2	2	2	2
				Estimation Parameters - Dover Castle South
		Pass 1	Pass 2	Pass 3	Pass 4
	min samples	8	8	4	1
	max samples	32	32	32	32
	search radius	100	200	300	300
	Ellipse
	Major Azi	145	145	145	145
	Plunge	0	0	0	0
	Dip	-70	-70	-70	-70
	Semi Major Ratio	1	1	1	1
	Minor Major Ratio	4	4	4	4
				Estimation Parameters - Dumbartons
		Pass 1	Pass 2	Pass 3	Pass 4
	min samples	8	8	4	1
	max samples	32	32	32	32
	search radius	50	100	200	300

Criteria				Commentary
	Ellipse
	Major Azi	367	67	67	67
	Plunge	0	0	0	0
	Dip	-70	-70	-70	-70
	Semi Major Ratio	1	1	1	1
	Minor Major Ratio	4	4	4	4
	mineralisation for each deposit.					Visual comparisons of estimated block grades versus composited grades and also drillhole assay grades were completed in Surpac on a sectional basis. Further validation was completed in Supervisor software in the form of swath plots for Eastings, Northings, Elevations and oblique plots that cross cut the model. The gold block grades showed good correlation with input composite grades. The swatch plots match the orientation of the A summary of the drilling data used follows. No information on the drill hole specifics, sample collection or sampling mythologies, recovery, quality and moisture content of sample were available in the data sets
	provided.
	Deposit	Hole Type		Number of Holes
	Calypso	RC		27
		DD		34
	Dover Castle South	RC		7
	Dumbartons	RC		32
Moisture	Estimates are on a dry tonnage basis.
Cut-off parameters	minimum downhole width of 2m was applied					A lower cut-off grade of 0.5g/t Au was applied, in conjunction with minimum width and grade continuity, a
Mining factors or assumptions	competent person. No feasibility assessments have been conducted on the inferred resource to date.					No mining factors have been implicitly used in the modelling. Insufficient information relative to mining methods and parameters and other material modifying factors considered to date have not been provided to the
Metallurgical factors or assumptions						No metallurgical factors have been assumed in the modelling. No metallurgical test work has been conducted.
Environmental factors or assumptions	No environmental factors or assumptions were used in the modelling.
Bulk Density	No density testwork has been carried out at the Malcolm area, so all densities are assumed. The densities used are typical of the local geology and were applied based on the weathering profile as follows: Oxide 2.0 t/m3, Transitional 2.4 t/m3 and Fresh 2.7 t/m3
Classification	classification is based on: • • Lack of appropriate QA/QC • Lack of understanding and robust logging of weathering profiles. • No data or testwork done for density for any lithologies in the area assumptions have been made to generate tonnes and grade figures.					The Calypso, Dover Castle South and Dumbartons models are classified as Inferred Resources. This Poorly validated data with low confidence in collar coordinates and down hole surveys These issues can have major effects on the accuracy of reported tonnes, grade and ounces of the resource, making this estimate, low in confidence. The resource estimate focuses on the data available and broad

Criteria	Commentary
	The competent person concurs with the methodology, parameters and characteristics of the mineralisation interpretation adopted by BMGS of the resource estimates at Malcolm.
Audits or reviews	No audits of reviews have been completed.
Discussion of relative accuracy/confidence	The classification of the Calypso, Dumbartons and Dover Castle South Mineral Resources have been classified as Inferred. Hole locations, down hole surveys and RL's are questionable as is sampling procedures and logging techniques. Due to the time lag between drill programs and the historic nature of the data QA/QC protocols including certified reference standards, duplicate samples and coarse blank samples were only implemented in the most recent drill program by Torian Resources Ltd.
	For the Malcolm deposits to be eligible for an upgrade to Indicated Resource, the fore mentioned issues would have to be addressed as well as further drilling to reduce the drill spacing down to a minimum of 10m x 20m. Dover Castle and Dumbartons are both open along strike and down dip of the current drillholes, further drilling should be carried out along these extents. Calypso is currently very sporadically drilled and sampled, a better understanding of the mineralisation and tightening up of spacing and sample density is required.

ANNEXURE B – SOLICITOR'S REPORT ON TENEMENTS

23 July 2021

The Directors Mt Malcolm Mines NL 8 Sarich Court Osborne Park WA 6017

Dear Sirs

SOLICITOR'S REPORT

1. Introduction

This report is prepared for inclusion in a prospectus (Prospectus) to be dated on or about 26 July 2021 for issue by Mt Malcolm Mines NL ACN 646 466 435 (Mt Malcolm) of 40,000,000 shares at an issue price of \$0.20 per share to raise \$8,000,000 (before costs).

The report relates to Western Australian mining tenements (Tenements) in which Mt Malcolm holds an interest. The attached Tenement Schedule (Schedule) and notes to the Schedule contain an overview of the Tenements. Section 9.2 of the Prospectus, which does not form part of this report set out technical information and summaries of material contracts that relate to Mt Malcolm's interest in the Tenements.

2. Opinion

Based on our searches and enquiries and subject to the assumptions and qualifications set out below, we confirm that as at 3 June 2021:

• (a) the details of the Tenements referred to in the Schedule are accurate as to the status and registered holders of those Tenements;
• (b) unless otherwise specified in this report, the Tenements are in good standing and all applicable rents have been paid;
• (c) none of the Tenements are subject to any unusual conditions of a material nature other than as disclosed in the Schedule;
• (d) this report provides accurate statements as to third party interests, including encumbrances in relation to the Tenements ascertainable from our searches and the information provided to us; and

• (e) subject to the comments below relating to standard, administrative authorisations (which are normally applied for only at the time of finalising the details of individual exploration plans), or as otherwise detailed in the Schedule or the Prospectus, there are no legal, regulatory or contractual impediments to Mt Malcolm undertaking exploration on the Tenements.
• 3. Executive Summary

Based on our searches and enquiries and subject to the assumptions and qualifications set out below, we consider the following to be material issues in relation to the Tenements.

• (a) Expiry of Prospecting Licences. Applications for the extension of the term of nineteeb of the prospecting licences described in the Annexure have been made but not yet been granted. A further twenty one tenements are due to expire in August and September 2021. All will be at the end of their first four year term and therefore an application can be made to extend the term for a further four years.
• (b) Objection. Minara Pastoral Holdings Pty Ltd has objected to the grant of Exploration Licence 37/1331 (Malcolm Mining Centre (Malcolm South) Project). Objections are common and are routinely resolved by the parties reaching terms on an access agreement to facilitate exploration. However, an objection, if not resolved by negotiation, will result in a hearing and a challenge to the validity of the application.
• (c) Aboriginal Heritage. Thirty-three of the Tenements are affected, to a greater or lesser degree, by registered sites of significant to aboriginal people. The affected tenement, site, and the approximate amount by which the site encroaches on the tenement is set out in the annexure. The Company may not carry out any ground disturbing works within the area of the aboriginal sites without the proper approvals being obtained under the Aboriginal Heritage Act 1972. Without more detailed research into the sites and how they might be affected by future works, it is impossible to anticipate whether such approvals will be forthcoming or what conditions might attach to such approval.
• (d) Tenement Applications. Several of the tenements listed as "pending" in the schedule overly the Nyalpa Pimiku native title claim. It is common for a tenement applicant to negotiate the terms of an agreement to provide for surveys to be conducted to identify sites of significance to Aboriginal people prior to obtaining grant of a tenement application.

4. Searches

For the purpose of this report, we have conducted the following searches and enquiries on the 2nd and 3rd of June 2021:

• (a) searches of the Tenements in the mining tenement register (DMIRS Register) maintained by the Department of Mines, Industry Regulation and Safety of Western Australia (DMIRS) pursuant to the Mining Act 1978 (WA) and Mining Regulations 1981 (WA) (Mining Act); and
• (b) quick appraisal searches of the Tenements summarising information obtained online from the 'TENGRAPH' system maintained by the DMIRS;
• (c) searches of the Aboriginal Heritage Inquiry System of the Department of Planning, Lands and Heritage (DPLH) for "Registered Aboriginal Sites".
• 5. Assumptions and qualifications

In preparing this Report:

• (a) we have assumed the accuracy and completeness of results of the searches of the DMIRS Register and other information obtained from the DMIRS and DPLH;
• (b) we have assumed all contracts, agreements or arrangements have been supplied to us and were within the capacity and powers of, and were validly authorised, executed and delivered by and binding on each party to them, and where applicable, duly stamped;
• (c) where any agreement, dealing or act (including disturbing the land for exploration or mining) affecting the Tenements requires an authorisation, approval, permission or consent (Authorisation) under the Mining Act, or any other relevant legislation, we have assumed that Authorisation has been or will be granted in due course;
• (d) where any dealing in the Tenements has been lodged for registration but is not yet registered, we express no opinion as to whether the registration will be effected, or the consequences of non-registration;
• (e) we have assumed that Mt Malcolm has complied with all applicable provisions of the Mining Act and all other legislation relating to the Tenements and from our searches and enquiries, there is nothing to indicate that this is not the case;
• (f) we have not researched the underlying land tenure in respect of the Tenements to determine if native title rights have or have not been extinguished, or the extent of any extinguishment, other than as disclosed in the "quick appraisal" searches referred to in paragraph 4(b) above; and

(g) other than as can be ascertained from the database maintained by the DPLH (as set out in paragraph 4(c) above, we have not researched the area of the Tenements to determine if there are any additional or unregistered sites of significance to aboriginal people within the area.

The Schedule sets out a brief description of the Tenements and a summary of any encumbrances, conditions and endorsements on title. In relation to the Schedule, we make the following comments:

• (a) references to the areas of the Tenements are taken from the details shown on the tenement searches, it is not possible to verify those areas without conducting a survey which has not been undertaken;
• (b) the area of the Tenements, as shown in the Schedule, might be reduced by the existence of pre-existing mining tenements situated within the boundaries of the relevant Tenement resulting in the area of the earlier mining tenement being excised from the grant of the Tenement; and
• (c) the rights of a holder of a mining tenement are subject to compliance by that holder with the terms and conditions attached to each Tenement and generally under the Mining Act and other relevant legislation.

6. Western Australia Tenements

Mining tenements in Western Australia comprise prospecting licences (prefixed "P"), exploration licences (prefixed "E") and mining leases (prefixed "M") granted pursuant to the Mining Act as well as certain ancillary titles.

In accordance with the Mining Act, the holder of a mining tenement is permitted to explore for all minerals including oil shale, but excluding sand or clay occurring on private land. Exploration or mining for iron is also excluded unless it has been authorised by the responsible Minister and endorsed on the mining tenement title. Under the Petroleum and Geothermal Energy Resources Act 1987 (WA), petroleum and geothermal energy resources are also excluded from the grant of a mining tenement.

In addition to the Authorisations and approvals descried below, it is a requirement that any ground disturbing work carried out on a mining tenement has been approved by the DMIRS. Such approvals may involve referral by the DMIRS to other Government agencies and any approvals given may be subject to special conditions. Approvals are generally required for an exploration program to be undertaken and are submitted to the DMIRS for approval at an administrative level.

(a) Prospecting Licences

A prospecting licence authorises the holder to enter land for the purpose of prospecting for minerals. 'Prospecting' includes the use of vehicles, machinery and equipment, and permits the undertaking of operations and works such as digging pits, trenches and holes, sinking bores and tunneling, for the purpose of prospecting for minerals in, on, or under the land. The holder of a prospecting licence may excavate, extract or remove earth, soil, rocks, stone, fluid or mineralbearing substances not exceeding 500 tonnes over the term of the licence.

Prospecting licences are granted for a term of four years. The Minister has discretion to extend the prospecting licence for one further four year period if satisfied that a prescribed ground for extension exists.

A 'prescribed ground' for extension includes circumstances where the holder experienced difficulties or delays arising from governmental, legal, climatic, or heritage reasons, where the work carried out justifies further prospecting, or where the Minister considers the land has been unworkable for whole or a considerable part of any year of the term.

During the term of a prospecting licence, the holder may apply for and have granted subject to the Mining Act, one or more mining leases over any part of the land subject to the prospecting licence. Where an application for a mining lease is made and the term of the prospecting licence is due to expire prior to the mining lease application being determined, the prospecting licence will continue in force over the land subject to the mining lease application pending the outcome of the mining lease application.

Annual rent and shire rates are payable for each granted prospecting licence. Prospecting licences are subject to minimum annual expenditure requirements, which are calculated at the rate of \$40.00 per hectare, subject to a minimum of \$2,000 per annum (based on expenditure requirements current as at date of this report). The holder may apply for exemption from compliance with minimum expenditure requirements on certain grounds set out in the Mining Act or at the discretion of the Minister. A failure to comply with expenditure requirements, unless exempted, renders the prospecting licence liable to forfeiture.

Forfeiture of Prospecting Licences

The Warden, on the application of the Minister, mining registrar, an authorised officer of the DMIRS, or any other person, may make an order for forfeiture of a prospecting licence for any of the following reasons:

(i) refusal of an exemption from expenditure;

• (ii) failure by the holder to comply with a condition of a prospecting licence such as payment of rent, failure to meet minimum expenditure obligations or failure to lodgme a report as required by the Mining Act;
• (iii) failure by the holder to satisfy a request of the Minister; or
• (iv) if the holder is convicted of an offence under the Mining Act.

An application for forfeiture in respect of expenditure conditions must be made during the tenement year in which there is non-compliance, or within eight months thereafter.

A Warden may only make an order for forfeiture if the Warden is satisfied that non-compliance is of sufficient gravity to justify the forfeiture of the prospecting licence.

A Warden may, as he or she thinks fit in the circumstances, impose a penalty as an alternative to making an order for forfeiture of a prospecting licence. The penalty must not exceed \$10,000 in a case where expenditure conditions have not been complied with, and not exceed \$50,000 in any other case.

(b) Exploration Licences

An exploration licence permits the holder to explore over land up to a maximum 200 graticular blocks in designated areas of Western Australia and a maximum of 70 graticular blocks elsewhere. Graticular blocks comprise one minute of longitude by one minute of latitude and therefore range in area from approximately 2.8km² to 3.3 km². There is no limit to the number of exploration licences which may be held by any one person.

An exploration licence authorises the holder to enter land using vehicles, machinery and equipment as may be necessary or expedient for the purpose of exploring for minerals in, on or under the land.

Exploration licences are granted with five year terms which may be extended by one period of five years and then by further two year periods if the Minister is satisfied that a 'prescribed ground' for extension exists.

'Prescribed grounds' for extension include circumstances when the holder experienced difficulties or delays arising from governmental, legal, climatic or heritage reasons, where work carried out justifies further prospecting, or where the Minister considers the land has been unworkable for whole or a considerable part of any year of the term.

Exploration licences are subject to a requirement that the holder relinquishes 40% of the tenement area at the end of the initial five year period. The Minister may defer the relinquishment requirement for one further year if satisfied that a prescribed ground for deferral exists. No exemption from the relinquishment requirement is available.

During the first year of grant of an exploration licence, a legal or equitable interest in or affecting the exploration licence cannot be transferred or otherwise dealt with, whether directly or indirectly, without the prior written consent of the Minister. A transfer after the first anniversary of the grant of an exploration licence requires no such approval.

During the term of an exploration licence, the holder may apply for and have granted subject to the Mining Act, one or more mining leases over any part of land subject to the exploration licence. Where an application for a mining lease is made, and the term of the exploration licence is due to expire prior to the mining lease application being determined, the exploration licence will continue in force over the land subject to the mining lease application pending the outcome of that mining lease application.

Annual rent and shire rates are payable in respect of exploration licences. Exploration licences are subject to minimum annual expenditure requirements which are set out in the Schedule. The holder of an exploration licence may apply for exemption from compliance with minimum expenditure requirements on certain grounds set out in the Mining Act or at the discretion of the Minister. A failure to comply with expenditure requirements, unless exempted, renders the exploration licence liable to forfeiture.

Forfeiture of Exploration Licences

The Minister may make an order for the forfeiture of an exploration licence for any of the following reasons:

• (i) failure to pay rent or royalty;
• (ii) non-compliance with conditions of an exploration licence such as lodgment of a report as required by the Mining Act;
• (iii) failure to comply with certain provisions of the Mining Act;
• (iv) failure to satisfy minimum expenditure conditions; or
• (v) if the holder is convicted of an offence under the Mining Act.

A third party may also make an application to have an exploration licence forfeited due to a failure by the holder to comply with the terms of the exploration licence (most commonly, a failure to meet statutory minimum expenditure requirements). Such application for forfeiture in respect of expenditure conditions must be made during the tenement year in which there is non-compliance, or within eight months thereafter.

The Minister may only make an order for forfeiture if the Minister is satisfied that non-compliance is of sufficient gravity to justify the forfeiture of the exploration licence.

The Minister may impose a penalty instead of forfeiting the exploration licence. The penalty must not exceed \$10,000 in a case where minimum expenditure conditions have not been complied with, and not exceed \$50,000 in any other case.

(c) Mining Leases

A mining lease authorises the holder to work and mine the land, and take and remove from the land any minerals and dispose of them, and to do all acts and things necessary to effectually carry out mining operations in, on, or under the land subject to the mining lease.

A mining lease may only be granted if the application is accompanied by either a mining proposal or a 'statement' setting out information about the mining operations that are likely to be carried out on the mining lease together with a mineralisation report prepared by a qualified person. If a statement and mineralisation report are lodged, the Director, Geological Survey must be satisfied that there is significant mineralisation in, on, or under the land to which an application for a mining lease relates. For the purposes of the Mining Act 'significant mineralisation' is defined as a deposit of minerals where exploration results indicate that there is a reasonable prospect of minerals being obtained by mining operations.

Every granted mining lease is subject to a condition requiring the lessee, before carrying out mining operations of a prescribed kind on any part of the land the subject of the lease (including open-cut, underground, quarrying, dredging, harvesting, scraping, leaching and tailing treatment operations together with incidental construction activities), to lodge (and have approved) a mining proposal. Mining proposals are required to detail all matters relating to the environmental management of a proposed project including mine closure and rehabilitation.

A mining lease is granted for a term of 21 years and may be renewed for successive terms upon application to the Minister. A term of renewal must not exceed 21 years.

Annual rent and shire rates are payable in respect to mining leases and the holder of a mining lease must expend or cause to be expended \$100 per hectare (with a minimum of \$10,000) annually during each year of the term of the lease. If the mining lease does not exceed 5 hectares the minimum annual expenditure will be \$5,000.

Forfeiture of Mining Leases

The Minister may forfeit a mining lease in the same manner and for the same reasons as apply to an exploration licence (described above).

7. Royalties

Tenement holders must pay royalties on minerals (including material containing minerals) obtained from a mining tenement to the state government. Royalties are payable quarterly and must be accompanied by a royalty return in an approved form. The holder of a mining tenement must provide a quarterly production report commencing at the expiration of the first quarter during which any mineral is produced or obtained from that mining tenement. Royalty rates and methods of calculation differ depending on the type of mineral produced or obtained from a mining tenement.

8. Rehabilitation levies or securities

In Western Australia a mining rehabilitation levy system applies which requires a tenement holder to pay a levy based on the area it has disturbed on a tenement (and on the estimate of the cost of rehabilitation of such area). In certain circumstances, a tenement holder may also be required to lodge a bank guaranteed performance bond to secure the performance of a tenement holder's rehabilitation obligations on a mining tenement.

A tenement holder may also be liable to pay a safety levy based on the number of hours spent working on a group of tenements (including all employees or contractors).

9. Native Title

Native Title or claims for native title exist over large areas of Western Australia and will likely affect new mining tenements. The Schedule sets out relevant native title claims (if any) affecting the Tenements. The existence of a lodged claim does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that no native title exists in an area. The existence of native title will be established pursuant to the determination of claims by the Federal Court.

The grant of a mining tenement is a 'Future Act' for the purposes of the Native Title Act 1993 (Cth) (NTA). A Future Act is an activity or development on land or waters that affects native title. Native title claimants' gain the 'right to negotiate' in relation to the

grant of certain mining tenements if their native title claim is registered at the time the government issues a notice (known as a section 29 notice), stating it intends to do the act (ie grant the mining tenement), or if their claim becomes registered within four months after that notice. The right to negotiate might apply to the grant of any type of mining tenement, but in practice, it applies predominantly to the grant of a mining lease. The right to negotiate describes a process whereby the tenement applicant and native title claimant must negotiate in good faith to attempt to resolve any potential concerns the native title claimants may have arising from the mining lease application or its grant.

In some cases (predominantly in respect of exploration or prospecting licences) the Western Australia State Government applies a 'fast track' procedure (the 'expedited procedure') in place of the right to negotiate process. If the proposed grant of a mining tenement is advertised under the expedited procedure, native title parties can lodge an objection to the use of the expedited procedure for the grant of the mining tenement. If there is no objection lodged, the mining tenement can be granted. If an objection is lodged, the parties may either negotiate and reach agreement, or apply to the National Native Title Tribunal (NNTT) for a determination of the matter.

It is a policy of the DMIRS to apply the expedited procedure to the grant of exploration and prospecting licences where the applicant has executed a Regional Standard Heritage Agreement (RSHA) or has an existing Alternative Heritage Agreement (AHA) in place. In the absence of such an agreement, applications will be subject to the right to negotiate procedure.

A RSHA or AHA is intended to address potential Aboriginal heritage concerns with respect to work on the area subject to a mining tenement. The agreements generally provide for a native title party to withdraw their objection to the expedited procedure and consent to the grant of the mining tenement upon the terms of the agreement. Agreements commonly include a procedure for the carrying out of surveys ahead of ground disturbing activities to determine if any sites or objects of significance to Aboriginal people exist in the area. Other terms such as compensation payable to the native title party might be included.

10. Validity of titles

(a) Right to Negotiate Procedure

Mining tenements granted after 23 December 1996 that affect native title will be valid only if the applicable processes of the NTA have been complied with. Under the right to negotiate procedures, parties are required to negotiate in relation to the grant of the proposed Future Act, eg the grant of a mining tenement. Negotiations are initiated to obtain the agreement of the relevant native title parties to the carrying out of the proposed Future Act. The right to negotiate procedure consists of a statutory minimum six month period of negotiation

between the relevant government party, the native title party and the grantee, during which time the parties must negotiate in good faith with a view to reaching agreement about the doing of the Future Act.

If parties cannot reach agreement as to the terms of grant, a negotiation party may apply to the NNTT (as the arbitral body) to make a determination as to whether the grant may proceed (and if so, on what conditions).

(b) Compensation

The Mining Act makes mining tenement holders liable for any native title compensation that may be payable as a result of the grant of the mining tenement. If the existence of native title is proven over any of the land subject to the Tenements, and the native title holders make an application to the Federal Court for compensation, the tenement holder may be liable to pay any compensation awarded.

(c) Conversion to Mining Lease

In relation to the tenements in Western Australia undergoing a conversion from an exploration licence or prospecting licence to a mining lease over an area where native title claims are lodged and registered, the mining lease will be subject to the right to negotiate process, unless Mt Malcolm has earlier entered into an agreement with the claimants that permits such conversion.

11. Aboriginal Heritage

(a) Commonwealth

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which can affect exploration activities. Compensation is payable by the Minister to a person who is, or is likely to be, affected by a permanent declaration of preservation.

(b) Western Australia

Holders of mining tenements in Western Australia are subject to the Aboriginal Heritage Act 1972 (WA) (WA Heritage Act), which protects sites that may be of spiritual, cultural or heritage significance to Aboriginal people (Aboriginal Site). The Western Australia Department of Planning, Land and Heritage (which incorporates the former Department of Aboriginal Affairs) maintains a register of

Aboriginal Sites but registration of an Aboriginal Site is not required by the WA Heritage Act.

To alter or damage an Aboriginal Site without approval is an offence under the WA Heritage Act that can lead to prosecution. Any party disturbing an area of the State has an obligation to avoid interfering with an Aboriginal Site. To satisfy this obligation, tenement holders commonly undertake Aboriginal heritage surveys which involve the relevant traditional owners and as necessary, an archaeologist or anthropologist walking the land identifying sites and discussing the impact of proposed exploration activity. The costs of a heritage survey are met by the tenement holder.

Surveys to identify sites and objects of significance to Aboriginal people are commonly carried out in accordance with terms set out in an RSHA or AHA (both described in Part 9 above). Where native title has been determined to exist, the obligation to carry out such survey, and the terms by which they must be carried out, may be set out in an "indigenous Land Use Agreement" (ILUA). ILUA's range from very detailed agreements negotiated by the State and the relevant native title holders to cover entire native title areas to agreements between individual companies and the native title holders. The National Native Title Tribunal maintains a register of ILUA's.

The Government of Western Australia has released the Aboriginal Cultural Heritage Bill 2020 for public consultation. Whilst the new Bill (if passed in its current form) fundamentally changes the way Aboriginal Cultural Heritage is managed in Western Australia, the practice described above, being the conduct of surveys to identify areas that may contain or constitute areas of Aboriginal Cultural Heritage before conducting exploration, will likely continue under the new Bill.

(c) Aboriginal Sites within the Tenements

Other than the search of the DPLH register described in part 4(c) of this report, we have not undertaken any searches or investigations as to whether there are or may be any sites protected by the Commonwealth Heritage Act or the WA Heritage Act within the area of the Tenements. It is common practice for an explorer to undertake heritage surveys only over areas about to be disturbed and only when work is imminent.

12. Consent

This report is given on 23 July 2021 and unless specified to the contrary, speaks only to the laws in force on that date. House Legal has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included and has not withdrawn that consent before the lodgement of the Prospectus with ASIC.

13. Disclosure of Interest

House Legal will be paid normal and usual professional fees for the preparation of this report and related matters, as set out elsewhere in the Prospectus.

Yours faithfully

Stuart House Principal

SCHEDULE 1 TENEMENTS

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
Calypso Project
P37/8791	Torian	Live	151 ha	7/10/2016	28/04/2017	27/04/2025	\$6,040	1 to 4, 49, 50, 54 to 56, 85
P37/8792	Torian	Live	160 ha	7/10/2016	28/04/2017	27/04/2025	\$6,400	1 to 5, 49, 50, 54 to 56, 85
P37/8793	Torian	Live	164 ha	7/10/2016	28/04/2017	27/04/2025	\$6,560	1 to 4, 49, 50, 54 to 56, 85
P37/9105	Torian	Live	98 ha	15/12/2017	6/07/2018	5/07/2022	\$3,920	1 to 5, 49, 50, 54 to 56, 85
Calypso (Raeside East)	Project
P37/8906	Magnetic	Live	154 ha	19/01/2017	21/08/2017	20/08/2021	\$6,160	1 to 5, 7, 8, 49, 50, 55 to 57, 87
P37/8907	Magnetic	Live	174 ha	19/01/2017	21/08/2017	20/08/2021	\$6,960	1 to 5, 7 to 9, 49, 50, 55 to 57, 87
P37/8908	Magnetic	Live	194 ha	19/01/2017	21/08/2017	20/08/2021	\$7,760	1 to 5, 7, 8, 49, 50, 55 to 57, 87
Calypso (Braiser)	Project
P37/8909	Magnetic	Live	189 ha	19/01/2017	21/08/2017	20/08/2021	\$7,560	1 to 5, 49, 50, 54, 55, 87

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8910	Magnetic	Live	197 ha	19/01/2017	21/08/2017	20/08/2021	\$7,880	1 to 5, 49, 50, 54, 55, 87
P37/8911	Magnetic	Live	198 ha	19/01/2017	21/08/2017	20/08/2021	\$7,920	1 to 5, 49, 50, 54, 55, 87
P37/8912	Magnetic	Live	198 ha	19/01/2017	21/08/2017	20/08/2021	\$7,920	1 to 5, 49, 50, 54, 55, 87
	Calypso (Wool Shed) Project
P37/9430	Aurum	Pending	138 ha	18/09/2020	N/A	N/A	N/A	54, 55
P37/9431	Aurum	Pending	154 ha	18/09/2020	N/A	N/A	N/A	54, 55
P37/9432	Aurum	Pending	194 ha	18/09/2020	N/A	N/A	N/A	54, 55
P37/9433	Aurum	Pending	164 ha	18/09/2020	N/A	N/A	N/A	54, 55
P37/9434	Aurum	Pending	194 ha	18/09/2020	N/A	N/A	N/A	54, 55
Emu Egg Project
P37/8568	Crew	Live	197 ha	30/03/2015	16/10/2015	15/10/2023	\$7,880	1 to 5, 10, 49 to 52, 58, 85
P37/8651	Stehn	Live	192.5 ha	29/01/2016	30/08/2016	29/08/2024	\$7,720	1 to 4, 49, 50, 58, 85, 93
P37/8665	Stehn	Live	155 ha	22/02/2016	9/09/2016	8/09/2024	\$6,200	1 to 5, 11, 49, 50, 53, 59, 85, 93
P37/8890	Torian	Live	65 ha	19/12/2016	26/07/2017	25/07/2021	\$2,600	1 to 6, 49, 50, 58, 85
P37/8891	Torian	Live	200 ha	19/12/2016	26/07/2017	25/07/2021	\$8,000	1 to 6, 49, 50, 58, 85

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8892	Allan	Live	200 ha	20/12/2016	26/07/2017	25/07/2021	\$8,000	1 to 6, 49, 50, 58, 85
P37/8893	Allan	Live	200 ha	20/12/2016	26/07/2017	25/07/2021	\$8,000	1 to 6, 49, 50, 58, 85
P37/8894	Allan	Live	153 ha	20/12/2016	26/07/2017	25/07/2021	\$6,120	1 to 6, 49, 50, 58, 85
P37/8895	Allan	Live	189 ha	20/12/2016	26/07/2017	25/07/2021	\$7,560	1 to 6, 49, 50, 58, 85
P37/8896	Allan	Live	174 ha	20/12/2016	26/07/2017	25/07/2021	\$6,960	1 to 6, 49, 50, 58, 85
P37/8897	Allan	Live	185 ha	20/12/2016	26/07/2017	25/07/2021	\$7,400	1 to 6, 49, 50, 58, 85
P37/8898	Allan	Live	175 ha	20/12/2016	26/07/2017	25/07/2021	\$7,000	1 to 6, 49, 50, 58, 85
P37/8899	Allan	Live	200 ha	20/12/2016	26/07/2017	25/07/2021	\$8,000	1 to 6, 49, 50, 58, 85
P37/8900	Allan	Live	200 ha	20/12/2016	26/07/2017	25/07/2021	\$8,000	1 to 6, 49, 50, 58, 85
P37/9239	Crew 50% Dixon 50%	Live	89.3 ha	30/05/2019	3/02/2020	2/02/2024	\$3,600	1 to 5, 49, 50, 58, 85, 88
	Emu Egg (Braemore) Project
P37/8649	Stehn	Live	148 ha	1/02/2016	30/08/2016	29/08/2024	\$5,920	1 to 5, 49, 50, 53, 59, 85, 93
P37/8659	Stehn	Live	193.5 ha	22/02/2016	9/09/2016	8/09/2024	\$7,760	1 to 4, 49, 50, 53, 59, 85, 93

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8660	Stehn	Live	131.6 ha	22/02/2016	9/09/2016	8/09/2024	\$5,280	1 to 4, 49, 50, 53, 60, 85, 93
P37/8661	Stehn	Live	192.1 ha	22/02/2016	9/09/2016	8/09/2024	\$7,720	1 to 4, 49, 50, 53, 60, 85, 93
P37/8664	Stehn	Live	176.2 ha	22/02/2016	9/09/2016	8/09/2024	\$7,080	1 to 4, 49, 50, 53, 59, 85, 93
Gertmatong Project
P37/8652	Stehn	Live	196 ha	1/02/2016	30/08/2016	29/08/2024	\$7,840	1 to 4, 49, 50, 58, 61, 85
P37/8653	Stehn	Live	113 ha	1/02/2016	30/08/2016	29/08/2024	\$4,520	1 to 5, 49, 50, 58, 61, 85
	Germatong (Rabbit Warren South) Project
P37/8650	Stehn	Live	116 ha	1/02/2016	30/08/2016	29/08/2024	\$4,640	1 to 4, 12, 49, 50, 58, 61, 85
Germatong (South) Project
P37/8663	Stehn	Live	121.4 ha	22/02/2016	1/02/2017	31/01/2025	\$4,880	1 to 5, 13, 49, 50, 58, 61, 85
Malcolm Dam Project
P37/8730	Stehn	Live	127.5 ha	28/06/2016	9/02/2017	8/02/2025	\$5,120	1 to 5, 49, 50, 62, 63, 85

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8731	Stehn	Live	134.3 ha	28/06/2016	9/02/2017	8/02/2025	\$5,400	1, 2, 5, 14 to 16, 49, 50, 64, 85
P37/8733	Stehn	Live	78.4 ha	28/06/2016	9/02/2017	8/02/2025	\$3,160	1, 2, 49, 50, 64, 85
P37/8745	Torian	Live	149.8 ha	1/08/2016	14/03/2017	13/03/2025	\$6,000	1 to 5, 49, 50, 63, 65, 85
P37/8746	Torian	Live	181.4 ha	1/08/2016	14/03/2017	13/03/2025	\$7,280	1 to 5, 49, 50, 63, 66, 85
P37/8747	Torian	Live	181.8 ha	1/08/2016	14/03/2017	13/03/2025	\$7,280	1 to 5, 49, 50, 62, 63, 85
P37/8864	Dixon	Live	84 ha	21/11/2016	21/08/2017	20/08/2021	\$3,360	1, 2, 5, 49, 50, 63, 64, 85
P37/8866	Dixon	Live	119 ha	21/11/2016	21/08/2017	20/08/2021	\$4,760	1, 2, 5, 49, 50, 64, 85
	Malcolm Dam (Devine Well) Project
P37/8748	Torian	Live	115.7 ha	1/8/2016	14/03/2017	13/03/2025	\$4,640	1, 2, 49, 50, 64, 85
P37/8754	Torian	Live	73.4 ha	1/08/2016	14/03/2017	13/03/2025	\$2,960	1, 2, 5, 49, 50, 64, 85
P37/9204	Magnetic	Live	166 ha	27/09/2018	16/05/2019	15/05/2023	\$6,640	1 to 5, 17, 49, 50, 64, 85, 86
P37/9205	Magnetic	Live	152 ha	27/09/2018	16/05/2019	15/05/2023	\$6,080	1 to 5, 17, 49, 50, 64, 85, 86
P37/9206	Magnetic	Live	168 ha	27/09/2018	16/05/2019	15/05/2023	\$6,720	1 to 5, 17, 49, 50, 64, 85, 86

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/9207	Magnetic	Live	175 ha	27/09/2018	10/06/2019	9/06/2023	\$4,526	1 to 5, 17, 18, 49, 64, 85, 86
	Malcolm Dam (Golden Crown) Project
M37/475	Dixon	Live	120.6 ha	6/07/1994	7/11/1994	6/11/2036	\$12,100	1, 2, 10, 17, 19, 20, 63, 64, 85
P37/8523	Dixon	Live	200 ha	3/11/2014	9/06/2015	8/06/2023	\$8,000	1 to 5, 10, 13, 14, 21, 22, 49 to 52, 67, 68, 85
P37/8524	Dixon	Live	200 ha	3/11/2014	9/06/2015	8/06/2023	\$8,000	1 to 5, 10, 13, 14, 21, 23, 49 to 52, 63, 67, 68, 85
	Malcolm Dam (Golden Valley) Project
P37/8865	Dixon	Live	119 ha	21/11/2016	21/08/2017	20/08/2021	\$4,760	1, 2, 5, 49, 50, 64, 85
	Malcolm Dam (Malcolm King) Project
P37/9208	Crew 50% Bhasin 50%	Live	189 ha	16/01/2019	16/09/2019	15/09/2023	\$7,560	1, 2, 5, 49, 50, 63, 64, 85, 88, 89
	Malcolm Dam (Melita) Project
E37/1367	Magnetic	Live	5 blocks	9/11/2018	3/07/2019	2/07/2024	\$15,000	1 to 5, 8, 13. 24, 25, 49, 50, 63, 64, 85, 86

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
	Malcolm Dam (South) Project
E37/1419	Magnetic	Live	2 blocks	10/09/2020	14/06/2021	13/06/2026	\$15,000	1 to 5, 49, 50, 56, 69, 85, 86
Mt George Project
P37/8314	Dixon	Live	200 ha	2/11/2012	30/07/2013	29/07/2021	\$8,000	1 to 5, 10, 26 to 28, 49 to 53, 70, 71, 83, 85
P37/8648	Stehn	Live	98.3 ha	1/02/2016	30/08/2016	29/08/2024	\$3,960	1 to 5, 49, 50, 59, 61, 85
P37/8662	Stehn	Live	153 ha	22/02/2016	9/09/2016	8/09/2024	\$6,120	1 to 4, 27, 49, 50, 72, 85
P37/8862	Dixon	Live	133 ha	21/11/2016	21/08/2017	20/08/2021	\$5,320	1 to 5, 27, 49, 50, 72, 85
P37/8863	Dixon	Live	86 ha	21/11/2016	21/08/2017	20/08/2021	\$3,440	1 to 5, 27, 49, 50, 58, 85
P37/8928	Iwanow	Live	102 ha	23/02/2017	21/09/2017	20/09/2021	\$4,080	1, 2, 5, 27, 49, 50, 73, 85
P37/9479	Maher	Pending	192 ha	11/11/2020	N/A	N/A	N/A	72, 85, 95
P37/9480	Maher	Pending	192 ha	11/11/2020	N/A	N/A	N/A	72, 85, 95
P37/9481	Maher	Pending	192 ha	11/11/2020	N/A	N/A	N/A	61, 72, 85, 95
M37/1363	Dixon	Pending	200 ha	23/07/2021	N/A	N/A	N/A	83

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
	Malcolm Mining Centre Project
P37/8820	Dixon	Live	90 ha	27/10/2016	21/08/2017	20/08/2021	\$3,600	1 to 5, 8, 14, 22, 28, 49, 50, 64, 85
P37/8821	Dixon	Live	120 ha	27/10/2016	21/08/2017	20/08/2021	\$4,800	1 to 5, 8, 14, 28 to 31, 49, 50, 64, 85
P37/8825	Dixon	Live	195 ha	27/10/2016	21/08/2017	20/08/2021	\$7,800	1, 2, 5, 7, 8, 49, 50, 56, 64, 85
P37/9369	Dixon	Pending	56 ha	15/06/2020	N/A	N/A	N/A	54, 85
P37/9497	MMGH	Pending	9.7 ha	16/02/2021	N/A	N/A	N/A
	Malcolm Mining Centre (First & Last) Project
P37/8823	Dixon	Live	161.3 ha	27/10/2016	21/08/2017	20/08/2021	\$6,480	1, 2, 5, 14, 49, 50, 56, 64, 85
	Malcolm Mining Centre (Dover Castle) Project
P37/8824	Dixon	Live	171.7 ha	27/10/2016	21/08/2017	20/08/2021	\$6,880	1, 2, 5, 7, 8, 32, 49, 50, 64, 85
	Malcolm Mining Centre (Nicks Knob) Project
P37/8822	Dixon	Live	197 ha	27/10/2016	21/08/2017	20/08/2021	\$7,880	1, 2, 5, 49, 50, 56, 64, 85

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
	Malcolm Mining Centre (Nine of Hearts) Project
P37/8732	Stehn	Live	190.4 ha	28/06/2016	9/02/2017	8/02/2025	\$7,640	1, 2, 8, 15, 16, 18, 22, 33, 49, 50, 64, 85
	Malcolm Mining Centre (Dumbartons) Project
P37/8826	Dixon	Live	199 ha	27/10/2016	21/08/2017	20/08/2021	\$7,960	1 to 5, 7, 8, 49, 50, 55, 56, 74, 85
	Malcolm Mining Centre (Golden Valley) Project
P37/9495	MMGH	Pending	182 ha	16/02/2021	N/A	N/A	N/A	67, 75
	Malcolm Mining Centre (Malcolm South) Project
E37/1331	Magnetic	Live	8 blocks	6/09/2017	16/11/2018	15/11/2023	\$20,000	1 to 5, 8, 16, 22, 28, 31, 34 to 36, 49, 50, 56, 69, 76, 85, 86
	Malcolm Mining Centre (Raeside East) Project
P37/8905	Magnetic	Live	200 ha	19/01/2017	21/08/2017	20/08/2021	\$8,000	1 to 5, 8, 49, 50, 55, 75, 87

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
Mt Stewart Project
M37/1361	Sullivan	Pending	108 ha	3/05/2021	N/A	N/A	N/A	37, 54, 55, 85, 94
M37/1362	Sullivan	Pending	114 ha	3/05/2021	N/A	N/A	N/A	37, 55, 75, 85, 94
P37/8623	Stehn	Live	104.2 ha	24/12/2015	13/07/2016	12/07/2024	\$4,200	1 to 5, 37, 38, 49, 50, 55, 77, 78, 85, 93
P37/8624	Stehn	Live	70.3 ha	24/12/2015	13/07/2016	12/07/2024	\$2,840	1 to 4, 38, 49, 50, 55, 79, 85, 93
P37/8625	Stehn	Live	115.6 ha	24/12/2015	13/07/2016	12/07/2024	\$4,640	1 to 4, 15, 29, 38, 49, 50, 55, 79, 85
P37/8626	Stehn	Live	118.9 ha	24/12/2015	13/07/2016	12/07/2024	\$4,760	1 to 4, 15, 39, 38, 49, 50, 55, 79, 85, 93
P37/8627	Stehn	Live	118 ha	24/12/2015	13/07/2016	12/07/2024	\$4,720	1 to 5, 37 to 40, 49, 50, 53, 55, 77, 85, 93
P37/8628	Stehn	Live	117.6 ha	24/12/2015	13/07/2016	12/07/2024	\$4,720	1 to 4, 15, 29, 38, 41, 42, 49, 50, 55, 79, 85
P37/8629	Stehn	Live	121.4 ha	24/12/2015	13/07/2016	12/07/2024	\$4,880	1 to 4, 15, 29, 37, 38, 49, 50, 55, 77, 78, 85
P37/8630	Stehn	Live	121.3 ha	24/12/2015	13/07/2016	12/07/2024	\$4,880	1 to 4, 15, 29, 37, 38, 49, 50, 55, 64, 79, 85, 93

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8631	Stehn	Live	121.4 ha	24/12/2015	13/07/2016	12/07/2024	\$4,880	1, 2, 38, 43, 49, 50, 64, 85, 93
P37/8632	Stehn	Live	121.4 ha	24/12/2015	13/07/2016	12/07/2024	\$4,880	1 to 5, 38, 49, 50, 64, 85, 93
P37/9367	Dixon	Pending	177 ha	15/06/2020	N/A	N/A	N/A	55, 77, 85
P37/9368	Dixon	Pending	195 ha	15/06/2020	N/A	N/A	N/A	54, 55, 85
P37/9370	Dixon	Pending	194 ha	15/06/2020	N/A	N/A	N/A	54, 55, 85
P37/9496	MMGH	Pending	182 ha	16/02/2021	N/A	N/A	N/A	55, 64
	Mt Stewart (Paleochannel) Project
P37/8578	Wiltshire	Live	120 ha	14/05/2015	19/04/2016	18/04/2024	\$4,800	1 to 4, 38, 49, 50, 55, 79, 85, 92
P37/8579	Wiltshire	Live	96.6 ha	14/05/2015	19/04/2016	18/04/2024	\$3,880	1 to 4, 38, 49, 50, 55, 79, 85, 92
P37/8580	Wiltshire	Live	120 ha	14/05/2015	19/04/2016	18/04/2024	\$4,800	1 to 4, 38, 44, 49, 50, 55, 62, 85, 92
P37/8581	Wiltshire	Live	120 ha	14/05/2015	19/04/2016	18/04/2024	\$4,800	1 to 4, 38, 49, 50, 55, 62, 85, 92
	Mt Stewart (Wool Shed) Project
P37/9428	Aurum	Pending	199 ha	18/09/2020	N/A	N/A	N/A	54, 55
P37/9429	Aurum	Pending	198 ha	18/09/2020	N/A	N/A	N/A	54, 55

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
Pig Well Project
P 37/9182	Drillgold 50% Zanil 50%	Live	199 ha	10/09/2018	3/04/2019	2/04/2023	\$7,960	1 to 5, 49, 50, 60, 80, 85, 90
P 37/9183	Drillgold 50% Zanil 50%	Live	200 ha	10/09/2018	3/04/2019	2/04/2023	\$8,000	1 to 5, 49, 50, 59, 81, 85, 90
P 37/9184	Drillgold 50% Zanil 50%	Live	199 ha	10/09/2018	3/04/2019	2/04/2023	\$7,960	1 to 5, 49, 50, 60, 85, 90
P 37/9185	Drillgold 50% Zanil 50%	Live	200 ha	10/09/2018	3/04/2019	2/04/2023	\$8,000	1 to 5 and 17, 49, 50, 60, 85, 90
P 37/9186	Drillgold 50% Zanil 50%	Live	185 ha	10/09/2018	3/04/2019	2/04/2023	\$7,400	1 to 5 and 17, 49, 50, 82, 85, 90
P 37/9187	Drillgold 50% Zanil 50%	Live	200 ha	10/09/2018	3/04/2019	2/04/2023	\$8,000	1 to 5 and 17, 49, 50, 82, 85, 90
P 37/9188	Drillgold 50% Zanil 50%	Live	196 ha	10/09/2018	3/04/2019	2/04/2023	\$7,840	1 to 5, 49, 50, 79, 85, 90
P 37/9189	Drillgold 50% Zanil 50%	Live	198 ha	10/09/2018	3/04/2019	2/04/2023	\$7,920	1 to 5, 49, 50, 79, 85, 90
P 37/9190	Drillgold 50% Zanil 50%	Live	199 ha	10/09/2018	26/04/2019	25/04/2023	\$7,960	1 to 5, 45, 49, 50, 79, 85, 90
P 37/9191	Drillgold 50% Zanil 50%	Live	198 ha	10/09/2018	26/04/2019	25/04/2023	\$7,920	1 to 5, 38, 45, 46, 49, 50, 79, 85, 90
P 37/9192	Drillgold 50% Zanil 50%	Live	197 ha	10/09/2018	26/04/2019	25/04/2023	\$7,880	1 to 5, 38, 49, 50, 79, 85, 90

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P 37/9193	Drillgold 50% Zanil 50%	Live	190 ha	10/09/2018	26/04/2019	25/04/2023	\$7,600	1 to 5, 38, 49, 50, 79, 85, 90
P 37/9194	Drillgold 50% Zanil 50%	Live	198 ha	10/09/2018	26/04/2019	25/04/2023	\$7,920	1 to 5, 38, 49, 50, 79, 85, 90
P 37/9195	Drillgold 50% Zanil 50%	Live	192 ha	10/09/2018 26/04/2019 25/04/2023 \$7,680				1 to 5, 38, 49, 50, 79, 85, 90
P 37/9196	Drillgold 50% Zanil 50%	Live	194 ha	10/09/2018	26/04/2019	25/04/2023	\$7,760	1 to 5, 38, 49, 50, 79, 85, 90
P 37/9197	Drillgold 50% Zanil 50%	Live	169 ha	10/09/2018	26/04/2019	25/04/2023	\$6,760	1 to 5, 38, 46, 49, 50, 79, 85, 90
P 37/9198	Drillgold 50% Zanil 50%	Live	199 ha	10/09/2018	26/04/2019	25/04/2023	\$7,960	1 to 5, 38, 49, 50, 79, 85, 90
P 37/9199	Drillgold 50% Zanil 50%	Live	200 ha	10/09/2018	26/04/2019	25/04/2023	\$8,000	1 to 5, 38, 49, 50, 55, 79, 85, 90
P 37/9200	Drillgold 50% Zanil 50%	Live	191 ha	10/09/2018	26/04/2019	25/04/2023	\$7,640	1 to 5, 38, 49, 50, 55, 79, 85, 90
P 37/9201	Drillgold 50% Zanil 50%	Live	170 ha	10/09/2018	26/04/2019	25/04/2023	\$6,800	1 to 5, 38, 45, 46, 49, 50, 55, 62, 85, 90
P 37/9202	Drillgold 50% Zanil 50%	Live	149 ha	10/09/2018	26/04/2019	25/04/2023	\$5,960	1 to 5, 38, 46, 49, 50, 79, 85, 90
P37/8608	Dixon	Live	195 ha	3/09/2015	23/03/2016	22/03/2024	\$7,800	1 to 4, 47, 48, 49, 50, 53, 60, 81, 85

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
M37/1353	Dixon 50% Saruman 50	Live	192 ha	6/11/2020	01/07/2021	30/06/2042	\$19,200	1 to 5, 19, 49, 50, 60, 81, 85, 91
	Pig Well (Allan Well) Project
P37/9462	Aurum	Pending	150 ha	26/10/2020	N/A	N/A	N/A	55, 79
P37/9463	Aurum	Pending	200 ha	26/10/2020	N/A	N/A	N/A	55, 79
P37/9464	Aurum	Pending	199 ha	26/10/2020	N/A	N/A	N/A	55, 79
P37/9465	Aurum	Pending	145 ha	26/10/2020	N/A	N/A	N/A	55, 79
Sunday Picnic Project
P37/9361	Dixon	Live	200 ha	20/04/2020	26/02/2021	25/02/2025	\$8,000	1 to 5, 49, 50, 84, 85
P37/9362	Dixon	Live	200 ha	20/04/2020	26/02/2021	25/02/2025	\$8,000	1 to 5, 49, 50, 84, 85
P37/9366	Dixon	Live	59.8 ha	15/06/2020	26/02/2021	25/02/2025	\$2,400	1 to 5, 49, 50, 79, 85
P37/8871	Dixon	Live	114 ha	12/12/2016	20/07/2017	19/07/2021	\$4,560	1, 2, 5, 6, 45, 49, 50, 64, 85
P37/8872	Dixon	Live	179 ha	12/12/2016	20/07/2017	19/07/2021	\$7,160	1 to 6, 38, 45, 49, 50, 55, 62, 85
P37/8874	Dixon	Live	194 ha	12/12/2016	20/07/2017	19/07/2021 \$7,760		1 to 6, 49, 50, 79, 85
P37/8876	Dixon	Live	122 ha	12/12/2016	20/07/2017	19/07/2021 \$4,880		1, 2, 5, 6, 45, 49, 50, 64, 85

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8877	Dixon	Live	187 ha	12/12/2016	20/07/2017	19/07/2021	\$7,480	1 to 6, 38, 45, 49, 50, 55, 62, 85
P37/8879	Dixon	Live	199 ha	13/12/2016	20/07/2017	19/07/2021	\$7,960	1 to 6, 49, 50, 79, 85
P37/9071	Dixon	Live	122 ha	8/09/2017	16/04/2018	15/04/2022	\$4,880	1 to 5, 49, 50, 79, 85
P37/9072	Dixon	Live	122 ha	8/09/2017	16/04/2018	15/04/2022	\$4,880	1 to 5, 49, 50, 62, 85
P37/9073	Dixon	Live	122 ha	8/09/2017	16/04/2018	15/04/2022	\$4,880	1 to 5, 49, 50, 79, 85
P37/9074	Dixon	Live	199 ha	8/09/2017	16/04/2018	15/04/2022	\$7,960	1 to 5, 49, 50, 62, 85
P37/9075	Dixon	Live	122 ha	8/09/2017	16/04/2018	15/04/2022	\$4,880	1 to 5, 49, 50, 64, 85
P37/9076	Dixon	Live	98.7 ha	8/09/2017	20/03/2018	19/03/2022	\$3,960	1 to 5, 45, 49, 50, 62, 85
P37/9077	Dixon	Live	122 ha	8/09/2017	20/03/2018	19/03/2022	\$4,880	1 to 5, 38, 45, 49, 50, 64, 85
	Sunday Picnic (Around Picnic) Project
P37/8878	Dixon	Live	195 ha	13/12/2016	20/07/2017	19/07/2021	\$7,800	1 to 5, 6, 49, 50, 79, 85
	Sunday Picnic (Orphan) Project
P37/8873	Dixon	Live	173 ha	12/12/2016	20/07/2017	19/07/2021	\$6,920	1 to 6, 49, 50, 79, 85

Holders

Allan	Peter Gerard Allan
Aurum	Aurum Mining Pty Ltd ACN 640 738 272
Bhasin	Neelesh Bhasin
Crew	Ross Frederick Crew
Dixon	Trevor John Dixon
Drillgold	Drillgold Pty Ltd ACN 062 857 827
Goldlake	Goldlake Two Holdings Pty Ltd ACN 621 968 492
Iwanow	Peter Iwanow
Kazoo	Kazoo Nominees Pty Ltd ACN 124 403 578
Magnetic	Magnetic Resources NL ACN 121 370 232
Maher	Paul Joseph Maher
MMGH	Mt Malcolm Gold Holdings Pty Ltd ACN 638 371 909
Saruman	Saruman Holdings Pty Ltd ACN 009 016 157
Stehn	Anthony Paterson Stehn
Sullivan	Emma Sullivan
Torian	Torian Resources Limited ACN 002 261 565
Wiltshire	Peter Andrew Wiltshire
Zanil	Zanil Pty Ltd ACN 065 236 839

Notes

Conditions and endorsements

Each of the Tenements are subject to standard statutory conditions. These standard conditions compel the tenement holder to promptly report to the Minister responsible for the administration of the Mining Act all minerals of economic interest discovered within the Tenements. The standard conditions also stipulate that a tenement holder obtain the consent of an officer of the Department of Mines, Industry Regulation and Safety (DMIRS) prior to conducting any ground disturbing work, basic environmental and rehabilitation conditions (such as filling or

otherwise making safe all holes, pits, trenches and other disturbances to the surface of the land which are made whilst exploring for minerals) and a requirement to prevent fire, damage to trees or other property, damage to livestock. In addition to these standard conditions, the following applies:

• 1. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
• 1. Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
• 1. The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
• 1. The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
• a. the grant of the Licence; or
• b. registration of a transfer introducing a new Licensee;

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

• 1. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
• 1. An application has been made to extend this tenement for a further 4 years.
• 1. No excavation, excepting shafts, approaching closer to the Kookynie Malcolm Road , Road verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Kookynie Malcolm Road or Road verge being confined to below a depth of 30 metres from the natural surface, and on any other road or road verge, to below a depth of 15 metres from the natural surface.

• 1. No mining within 30 metres of either side and to a depth of 15 metres of the Rail Corridor Land RCL1/14 Kookynie to Leonora as shown in TENGRAPH (Rail Safety Zone) without the prior written approval of the Minister responsible for the Mining Act 1978.
• a. No surface excavation approaching closer to the boundary of the Rail Safety Zone than a distance equal to three times the depth of the excavation without the prior written approval of the Resources Safety Division, DMIRS.
• b. Mining below 15 metres from the natural surface of the land in the Rail Safety Zone being approved by the Resources Safety Division, DMIRS in consultation with the operator of the railway on corridor land.
• c. No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the Rail Safety Zone without the prior approval of the operator of the railway on corridor land.
• d. The Licensee not excavating, drilling, installing, erecting, depositing or permitting to be excavated, drilled, installed, erected or deposited within the Rail Safety Zone any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever without the prior written consent of the Resources Safety Division, DMIRS.
• e. No explosives being used or stored within one hundred and fifty (150) metres of the rail corridor land without the prior written consent of the Director, Dangerous Goods and Petroleum Safety Branch, DMIRS.
• f. The rights of ingress to and egress from the rail corridor land being at all times preserved to the employees, contractors and agents of the operator of the railway on corridor land, and the Public Transport Authority of WA.
• g. Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the rail corridor land.
• 1. No prospecting activities on Cemetery Reserve CR 13149 and such activities within a distance of 140 metres laterally from the Reserve being confined to below a depth of 50 metres from the lowest part of the surface of the land with rights of ingress to and egress from the said Reserve being at all times preserved to the public.
• 1. All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
• 1. The tenement holder has been authorized to remove an additional 1,205 tonnes of ore from this tenement.
• 1. The tenement holder has been authorized to remove an additional 20,000 tonnes of ore from this tenement as a sample to determine future viability.

• 1. The rights of ingress to and egress from Miscellaneous Licence 37/196 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on Recreation and Water CR 8946.
• 1. No excavation, excepting shafts, approaching closer to the Laverton Leonora Highway, Highway verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Laverton Leonora Highway or Highway verge being confined to below a depth of 30 metres from the natural surface.
• 1. No mining within 25 metres of either side of the Gas/Petroleum pipeline (Gas Safety Zone) contained within Petroleum Pipeline Licence No 36 as shown in TENGRAPH.
• a. No surface excavation approaching closer to the boundary of the Gas Safety Zone than a distance equal to three times the depth of the excavation without the prior written approval of the Director Petroleum DMIRS.
• b. No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the Gas Safety Zone without the prior approval of the operators of the Gas/Petroleum pipeline.
• c. The Licensee shall not excavate, drill, install, erect, deposit or permit to be excavated, drilled, installed, erected or deposited within the Gas Safety Zone, any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever without the prior written consent of the Director Petroleum DMIRS.
• d. No explosives being used or stored within one hundred and fifty (150) metres of the Gas/Petroleum pipeline without the prior written consent of the Director Petroleum DMIRS.
• e. Mining on the Gas Safety Zone being confined to below a depth of 50 metres from the natural surface unless otherwise approved by the Director Petroleum DMIRS.
• f. The rights of ingress to and egress from the Gas Safety Zone being at all times preserved for employees, contractors and agents of the operators of the Gas/Petroleum pipeline.
• g. Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the Gas/Petroleum pipeline.

• 1. Mining on any road, road verge or road reserve being confined to below a depth of 15 metres from the natural surface.
• 1. All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
• 1. No developmental or productive mining or construction activity being commenced until the tenement holder has submitted a plan of the proposed operations and measures to safeguard the environment to the Director, Environment, DMIRS for assessment; and until his written approval has been obtained.
• 1. Mining on a strip of land 20 metres wide with any water main as the centreline being confined to below a depth of 31 metres from the natural surface and no mining material being deposited upon such strip and the rights of ingress to and egress from the facility being at all times preserved to the owners thereof.
• 1. No interference with the transmission line or the installations in connection therewith, and the rights of ingress to and egress from the facility being at all times preserved to the owners thereof.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on State Geodetic Infrastructure CR 7147.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on CR 6784 Explosives, CR 4085 Sanitary Site, CR 4083 Cemetery, CR 10096 Excepted From Sale & CR 8946 Recreation & Water.
• 1. No mining within 25 metres of either side of the petroleum pipeline licence area of PPA 69 and to a depth of 50 metres being the Consultation Area as shown in TENGRAPH, without the mining tenement holder and the petroleum pipeline licensee consulting with each other and reaching agreement on access and mining activities to be undertaken within the Consultation Area.
• a. No surface excavation approaching closer to the boundary of the Consultation Area than a distance equal to three times the depth of the excavation without the mining tenement holder and the petroleum pipeline licensee reaching agreement as to a lesser distance.
• b. No explosives being used or stored within 150 metres of the petroleum licence area without the mining tenement holder and the petroleum pipeline licensee reaching agreement as to a lesser distance.

• c. The rights of ingress to and egress from the petroleum pipeline licence area being at all times preserved for the employees, contractors and agents of the owners and operators of the pipeline.
• d. Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purposes of protecting the pipeline and any existing condition imposed for this purpose may be cancelled or varied.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on CR 11267, CR 10867 (Water Supply),
• 1. No prospecting activities being carried out on Peak Hill Stock Route Reserve CR 9699 which restrict the use of the reserve.
• 1. Mining on a strip of land 20 metres wide with any pipeline as the centreline being confined to below a depth of 31 metres from the natural surface and no mining material being deposited upon such strip and the rights of ingress to and egress from the facility being at all times preserved to the owners thereof.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on the Townsite Boundary, Malcolm.
• 1. No mining within 25 metres of either side of the Gas/Petroleum pipeline contained within Petroleum Pipeline Licence No PL 36 as shown in TENGRAPH (PPL Safety Zone).
• a. No surface excavation approaching closer to the boundary of the PPL Safety Zone than a distance equal to three times the depth of the excavation without the prior written approval of the Director Petroleum DMIRS.
• b. No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the PPL Safety Zone without the prior approval of the operators of the Gas/Petroleum pipeline.
• c. The Licensee shall not excavate, drill, install, erect, deposit or permit to be excavated, drilled, installed, erected or deposited within the PPL Safety Zone, any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever without the prior written consent of the Director Petroleum DMIRS.
• d. No explosives being used or stored within one hundred and fifty (150) metres of the Gas/Petroleum pipeline without the prior written consent of the Director Petroleum DMIRS.

• e. Mining on the PPL Safety Zone being confined to below a depth of 50 metres from the natural surface unless otherwise approved by the Director Petroleum DMIRS.
• f. The rights of ingress to and egress from the PPL Safety Zone hereof being at all times preserved for employees, contractors and agents of the operators of the Gas/Petroleum pipeline.
• g. Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the Gas/Petroleum pipeline.
• 1. No excavation, excepting shafts, approaching closer to the Laverton Leonora Road , Road verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Laverton Leonora Road or Road verge being confined to below a depth of 30 metres from the natural surface, and on any other road or road verge, to below a depth of 15 metres from the natural surface.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on Unnumbered Labd Act Reserve UNN 17, Water CR 4619, Recreation and Water CR 8946 & Townsite Boundary Malcolm.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on Unnumbered Land Act Reserve 18, Quarry CR 30029 and Malcolm Townsite Boundary.
• 1. In the event of Explosive Reserve CR 6784 being utilized for storage and/or manufacture of explosives;
• a. mining on the reserve being confined to below a depth of 15 metres from the natural surface;
• b. no mining whatsoever being conducted within such distance of the explosives storage area within the reserve as may be determined by the Chief Inspector Dangerous Goods and Petroleum Safety, Department of Mines, Industry Regulation and Safety (DMIRS); and
• c. all excavations and other disturbances to the surface of the land within the reserve made in the course of prospecting being filled in to the satisfaction of the Environmental Officer, DMIRS.
• 1. No exploration activities on Cemetery Reserve CR 4083 and such activities within a distance of 140 metres laterally from the Reserve being confined to below a depth of 50 metres from the lowest part of the surface of the land with rights of ingress to and egress from the said Reserve being at all times preserved to the public.

• 1. Consent to explore on Excepted from Sale CR 10096, Sanitary Site CR 4085 and Recreation & Water CR 8946 granted by the Minister responsible for the Mining Act 1978.
• 1. Minara Pastoral Holdings Pty Ltd has objected to this application.
• 1. Consent to Prospect on Quarry Reserve 30029 granted by the Minister responsible for the Mining Act 1978.
• 1. The rights of ingress to and egress from Miscellaneous Licence 37/195 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on Trigonometrical Stattion CR 7480.
• 1. The tenement holder has been authorized to remove an additional 3,200 tonnes of material from this tenement.
• 1. No interference with Geodetic Survey Station SSM-LAVERTON 39T and SSM-LAVERTON 39 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
• 1. The tenement holder has been authorized to remove an additional 6,200 tonnes of material from this tenement.
• 1. The rights of ingress to and egress from Miscellaneous Licence 37/1063 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The rights of ingress to and egress from Miscellaneous Licence 37/149 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The rights of ingress to and egress from Miscellaneous Licence 37/106 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The rights of ingress to and egress from Miscellaneous Licence 37/128 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on CR 12396 Water Act 57 Vic No 20.
• 1. The tenement holder has been authorized to remove an additional 1,000 tonnes of material from this tenement.

• 1. In respect to Water Resource Management Areas (WRMA) (which affects all of the licence) the following endorsements apply:
• a. The Licensee's attention is drawn to the provisions of the:
  • i. Waterways Conservation Act, 1976;
  • ii. Rights in Water and Irrigation Act, 1914;
  • iii. Metropolitan Water Supply, Sewerage and Drainage Act, 1909;
  • iv. Country Areas Water Supply Act, 1947; and
  • v. Water Agencies (Powers) Act 1984.
• b. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water and Environmental Regulation (DWER) for inspection and investigation purpose.
• c. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the DWER relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.
• d. The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by DWER.
• e. Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of adjacent areas, receiving catchments and waterways.
• f. All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks, and riparian and other water dependent vegetation.
• 1. In respect to Proclaimed Ground Water Areas (which affects all of the licence) the following endorsement applies:
• a. The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by the DWER, unless an exemption otherwise applies.
• 1. In respect to Proclaimed Ground Water Areas the following endorsement applies:

• a. The abstraction of groundwater is prohibited unless a current licence to construct/alter a well and a licence to take groundwater has been issued by the DoW.
• 1. In respect to Waterways the following endorsement applies:
• a. Advice shall be sought from the DoW if proposing any prospecting within a defined waterway and within a lateral distance of:
  • i. 50 metres from the outer-most water dependent vegetation of any perennial waterway, and
  • ii. 30 metres from the outer-most water dependent vegetation of any seasonal waterway.
• 1. In respect to Public Drinking Water Source Areas (PDWSA) Water Reserve WR 65 the following endorsement applies
• a. All activity within proclaimed public drinking water source areas shall comply with the current published version of the DoWs 'Quality Protection Note 25 Land Use Compatibility in Public Drinking Water Source Areas'. Key issues that need to be considered within the Water Quality Protection Note are:
  • i. all prospecting involving the storage, transport and use of toxic and hazardous substances (including human wastes) within public drinking water source areas being prohibited unless approved in writing by the DoW.
  • ii. seek written advice from the DoW if handling, storing and/or using hydrocarbons and potentially hazardous substances.

Underlying land uses, native title and Aboriginal Heritage sites

• 1. This tenement overlies the Glenorn Pastoral Lease (PL N049808).
• 1. This tenement overlies the Nyalpa Pimiku (WC2019/002) native title claim.
• 1. This tenement overlies the Lake Reyside (Raeside) (ID 2708) registered aboriginal site (Mythological).
• a. P37/8791, P37/8906, P37/8823, P37/8822, E37/1331 approximately 60% of the tenement area affected;
• b. P37/8792, P37/8793, E37/1419, M37/1164 approximately 15% of the tenement area affected;
• c. P37/9105 approximately 85% of the tenement area affected;
• d. P37/8907, P37/8908 100% of the area of the tenement affected; and
• e. P37/8825, P37/8826 approximately 20% of the area of the tenement affected.

• 1. This tenement overlies both the Glenorn Pastoral Lease (PL N049808) and the Melita Pastoral Lease (PL N050242).
• 1. This tenement overlies the Braemore Pastoral Lease (PL N049916).
• 1. This tenement overlies both the Braemore Pastoral Lease (PL N049916) and the Clover Downs Pastoral Lease (PL N049676).
• 1. This tenement overlies the Clover Downs Pastoral Lease (PL N049676).
• 1. This tenement overlies the WLN01 Creek (ID 20014) registered aboriginal site (Historical, mythological, camp, natural feature).
• a. P37/8652, P37/9481 approximately 20% of the area of the tenement affected;
• b. P37/8653 approximately 85% of the area of the tenement affected;
• c. P37/8650, P37/8663 less than 5% of the area of the tenement affected; and
• d. P37/8648 approximately 50% of the area of the tenement affected.
• 1. This tenement overlies both the Minara Pastoral Lease (PL N049712) and a "C" class common reserve.
• 1. This tenement overlies the Mt Malcolm (ID 1738) registered aboriginal site (Mythological).
• a. P37/8730 approximately 10% of the area of the tenement affected;
• b. P37/8745, P37/8746, E37/1367 approximately 5% of the area of the tenement affected;
• c. P37/8747 less than 5% of the area of this tenement affected;
• d. P37/8864, M37/475 approximately 40% of the area of this tenement affected;
• e. P37/8524 approximately 60% of the tenement affected; and
• f. P37/9208 over 90% of the tenement affected.
• 1. This tenement overlies a "C" class common reserve.
• 1. This tenement overlies both the Braemore Pastoral Lease (PL N049916) and a "C" class common reserve.
• 1. This tenement overlies both the Braemore Pastoral Lease (PL N049916), Minara Pastoral Lease (PL N049712) and a "C" class common reserve.

• 1. This tenement overlies an area of private land (comprising less than 5% of the tenement area).
• 1. This tenement overlies a "C" class common reserve and a "C" Class recreation and water reserve (as to approximately 10% of the tenement area).
• 1. This tenement overlies the Melita Pastoral Lease (PL N050242) and a "C" Class common reserve.
• 1. This tenement overlies a "C" Class water supply reserve and a "C" Class stock route reserve.
• 1. This tenement overlies the Leonora Water Reserve (as to 30% of the area of the tenement).
• 1. This tenement overlies both the Braemore Pastoral Lease (PL N049916) and a "C" class stock route reserve.
• 1. This tenement overlies a "C" class stock route reserve.
• 1. This tenement overlies both the Glenorn Pastoral Lease (PL N049808), the Melita Pastoral Lease (PL N050242) and a "C" Class common reserve.
• 1. This tenement overlies both the Glenorn Pastoral Lease (PL N049808) and a "C" Class common reserve.
• 1. This tenement overlies a "C" Class exempt from sale reserve, and a "C" Class recreation and water reserve (as to approximately 10% of the tenement area).
• 1. This tenement overlies both the Minara Pastoral Lease (PL N049712) and Glenorn Pastoral Lease (PL N049808).
• 1. This tenement overlies a "C" class quarry reserve.
• 1. This tenement overlies the Minara Pastoral Lease (PL N049712).
• 1. This tenement overlies three registered aboriginal sites, Kakata (ID 1177 mythological, water source) covering approximately 90% of the tenement, Pig Well Bore 3 (ID 1398 – man-made structure, water source) covering approximately 20% of the tenement and Pig Well (ID 2868 – man- made structure) covering approximaty 40% of the tenement.
• 1. This tenement overlies registered aboriginal sites, Kakata (ID 1177 mythological, water source).
• a. P37/9183, P37/8608 approximately 20% of the area of the tenement affected; and
• b. M37/1353 100% of the tenement affected.

• 1. This tenement overlies both the Minara Pastoral Lease (PL N049712) and Clover Downs Pastoral Lease (PL N049676).
• 1. Application for M37/1363 has been applied for as a conversion of P37/8314. The term of P37/8314 will continue beyond its listed expiry date until determination of M37/1363. The underlying details of landholdings affected by M37/1363 and any affected aboriginal sites are, as at the time of preparation of this report, unrecorded on the Government databases but will be identical to the underlying P37/8314.
• 1. This tenement overlies both the Minara Pastoral Lease (PL N049712) and Braemore Pastoral Lease (PL N049916).
• 84A. The tenement holder must give the Wongatha People notice of any application that is made to disturb an aboriginal site within the area of this tenement and a copy of any proposal to undertake developmental or productive mining or construction activity (excluding commercially sensitive data) which is submitted to the DMIRS.

Tenement ownership, interests and royalties

• 1. Mt Malcolm Gold Holdings Pty Ltd holds a fully executed (unstamped) transfer form transferring the whole of the shares in this tenement from the current registered holder into Mt Malcolm Gold Holdings Pty Ltd.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd and Magnetic Resources NL dated 31 May 2021 which grants Magnetic 2% gross revenue royalty.
• 1. This tenement is subject to the tenement sale agreement between Mt Malcolm Gold Holdings Pty Ltd (MMGH), Magnetic Resources NL and Mt Malcolm Mines NL whereby MMGH has purchased the tenement subject to a condition subsequent that an extension of term for the tenement is granted. On completion of the sale, the tenement will be subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd and Magnetic Resources NL dated 31 May 2021 which grants Magnetic 2% gross revenue royalty.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd and Ross Frederick Crew dated 31 May 2021 which grants Ross Frederick Crew a 1.25% gross revenue royalty.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd and Neelesh Bhasin dated 31 May 2021 which grants Neelesh Bhasin a 1.25% gross revenue royalty.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd, Drillgold Pty Ltd and Zanil Pty Ltd dated 31 May 2021 which grants both Drillgold Pty Ltd and Zanil Pty Ltd a 1% gross revenue royalty each (total 2% gross revenue royalty).

• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd and Saruman Holdings Pty Ltd dated 31 May 2021 which grants Saruman Holdings Pty Ltd a 1.25% gross revenue royalty.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd and Peter Andrew Wiltshire dated 31 May 2021 which grants Peter Andrew Wiltshire a 2.5% gross revenue royalty.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd, James Paul Sullivan, Emma Sullivan and Boulder Resource Consultants Pty Ltd dated 31 May 2021 which grants James Sullivan a 0.98% gross revenue royalty.
• 1. This tenement is subject to the "Royalty Deed" between Mt Malcolm Gold Holdings Pty Ltd, James Paul Sullivan, Emma Sullivan and Boulder Resource Consultants Pty Ltd dated 31 May 2021 which grants Boulder Resource Consultants Pty Ltd a 0.98% gross revenue royalty.

ANNEXURE C – INVESTIGATING ACCOUNTANT'S REPORT

RSM Corporate Australia Pty Ltd

Level 32, Exchange Tower, 2 The Esplanade Perth WA 6000

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9199

www.rsm.com.au

2 August 2021

The Directors Mt Malcolm Mines NL 8 Sarich Court OSBORNE PARK WA 6017

Dear Directors

Independent Limited Assurance Report ("Report") on Mt Malcolm Mines NL Historical and Pro Forma Historical Financial Information

Introduction

We have been engaged by Mt Malcolm Mines NL (the "Company") to report on the historical and pro forma financial information of the Company and its subsidiaries included in the prospectus ("Prospectus") of the Company to be dated on or around 2 August 2021.

The Prospectus is in connection with the Company's initial public offering and listing on the Australian Securities Exchange ("ASX"), pursuant to which the Company is offering 40,000,000 ordinary shares at an issue price of \$0.20 per share to raise \$8 million before costs ("Offer").

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

The future prospects of the Company, other than the preparation of Pro Forma Historical Financial Information, assuming completion of the transactions summarised in Section 6.5.1 of the Prospectus, are not addressed in this Report.

Background

Mt Malcolm Mines NL was incorporated on 9 December 2020 and on 23 December 2020 acquired the entire issued share capital of Aurum Mining Pty Ltd ("Aurum") and Mt Malcolm Gold Holdings Pty Ltd ("MMGH"). The Company and its subsidiaries subsequently acquired a number of tenements prospective for gold in the Malcolm area of Western Australia through exercising an option over certain interests held by Torian Resources Limited and entering into a series of tenement acquisition agreements with a number of other parties.

Scope

Historical financial information

You have requested RSM Corporate Australia Pty Ltd ("RSM") to review the historical financial information of the Company included in Section 6 of the Prospectus, and comprising:

• the consolidated statement of financial position of the Company as at 31 December 2020;
• the consolidated statement of profit or loss and consolidated statement of cash flows of the Company for the period from 9 December 2020 to 31 December 2020;
• the statement of profit or loss and statement of cash flows of Aurum for the period from 6 May 2020 to 30 June 2020 and for the period from 1 July 2020 to 23 December 2020; and
• the statement of profit or loss and statement of cash flows of MMGH for the period from 9 January 2020 to 30 June 2020 and for the period from 1 July 2020 to 23 December 2020.

(together the "Historical Financial Information").

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

• the general purpose interim financial statements of the Company for the period from 9 December 2020, its date of incorporation, to 31 December 2020, which were reviewed by RSM Australia Partners in accordance with Australian Auditing Standards applicable to review engagements, and on which RSM Australia Partners issued an unmodified review conclusion;
• the special purpose financial statements of Aurum for the period from 6 May 2020, its date of incorporation, to 30 June 2020, which were audited by RSM Australia Partners in accordance with Australian Auditing Standards and the Corporations Act 2001, and on which RSM Australia Partners issued an unmodified audit opinion;
• the special purpose financial statements of MMGH for the period from 9 January 2020, its date of incorporation, to 30 June 2020, which were audited by RSM Australia Partners in accordance with Australian Auditing Standards and the Corporations Act 2001, and on which RSM Australia Partners issued an unmodified audit opinion; and
• management accounts of Aurum and MMGH for the period from 1 July 2020 to 23 December 2020, which have been subject to review procedures undertaken by RSM in connection with the preparation of this Report.

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

Pro forma historical financial information

You have requested RSM to review the Company's pro forma historical statement of financial position as at 31 December 2020 ("Pro Forma Historical Financial Information"), as set out in Section 6.4 of the Prospectus.

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

Directors' responsibility

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

Our responsibility

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

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. Our procedures included:

• A consistency check of the application of the stated basis of preparation to the Historical Financial Information and the Pro Forma Historical Financial Information;
• A review of the Company's and its auditor's work papers, accounting records and other documents;
• Additional review procedures on the financial information of Aurum and MMGH for the period 1 July 2020 to 23 December 2020;
• Enquiry of directors, management personnel and advisors; and
• Consideration of the pro forma adjustments described in the Prospectus.

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

Conclusions

Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as set out in Section 6 of the Prospectus, and comprising:

• the consolidated statement of financial position of the Company as at 31 December 2020;
• the consolidated statement of profit or loss and consolidated statement of cash flows of the Company for the period from 9 December 2020 to 31 December 2020;
• the statement of profit or loss and statement of cash flows of Aurum for the period from 6 May 2020 to 30 June 2020 and for the period from 1 July 2020 to 23 December 2020; and
• the statement of profit or loss and statement of cash flows of MMGH for the period from 9 January 2020 to 30 June 2020 and for the period from 1 July 2020 to 23 December 2020.

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 6.2 of the Prospectus.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information, as set out in Section 6.4 of the Prospectus, and comprising the pro forma consolidated statement of financial position of the Company as at 31 December 2020, is not presented fairly in all material respects, in accordance with the stated basis of preparation, as described in Section 6.5.1 of the Prospectus.

Restriction on Use

Without modifying our conclusions, we draw attention to 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.

Responsibility

RSM has consented to the inclusion of this assurance report in the Prospectus in the form and context in which it is included. RSM has not authorised the issue of the Prospectus. Accordingly, RSM makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

Disclosure of Interest

RSM does not have any pecuniary interest that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. RSM will receive a professional fee for the preparation of this Report.

Yours faithfully

JUSTIN AUDCENT Director

							Share Registrars use only								Broker/Dealer stamp only
						Mt Malcolm Mines NL ACN:646 466 435
										OFFER		APPLICATION FORM
							access to the Prospectus and any additional supplementary prospectuses (if applicable).																				This is an Application Form for Shares in Mt Malcolm Mines NL (Company) and relates to the offer of 40,000,000 Shares at an issue price of \$0.20 per Share to raise \$8,000,000 (before costs). (The Offer). The Offer is scheduled to close at 5:00pm (WST) on 25 August 2021 (Closing Date) unless extended, closed early or withdrawn. Applications must be received before that time to be valid. A person who gives another person accessto this Application Form must at the same time give the other person The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in
1			Number of Shares you are applying for									2					doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. Total amount payable (multiply box 1 by \$0.20 per Share)
				,			,					A\$			,					,
3			Name of Applicant 1				Write the name(s) you wish to register the Shares in (see reverse for instructions)										Applications under the Offer must be for a minimum of \$2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of \$500 worth of Shares (2,500 Shares).
			Name of Applicant 2 or
			Name of Applicant 3 or
4							Write your postal address here – to be registered against your holding
		Number/Street
	Suburb/Town																			State				Postcode
5							CHESS Participants only – Holder Identification Number (HIN)										Note: if the name and address details in sections 3 & 4 above do not match exactly with your
X												on the Issuer Sponsored subregister.					registration details held at CHESS, any Shares issued as a result of your Application will be held
6																	EMAIL ADDRESS (see reverse of form – this is for all communications legally permissible and despatched by the Company)
7			TFN/ABN/EXEMPTION CODE
	Applicant 1								Applicant 2									Applicant 3
																	If NOT an individual TFN/ABN, please note the type in the box
8			PAYMENT DETAILS														C = Company; P = Partnership; T = Trust; S = Super Fund
																											You may elect to pay your Application Monies via either BPAY®or cheque (further details overleaf). Please indicate which payment option you have chosen by marking
			the relevant box below.																								Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to "MT MALCOLM MINES NL" crossed "NOT NEGOTIABLE"
			Payment By Cheque:					Drawer			and forwarded to Advanced Share Registry to arrive no later than the Closing Date. Bank								Branch	Amount
			Please enter cheque, bank draft or money order details																				\$
	OR
							to your nominated email address.										Payment by BPAY® (if selected, your Application Form does not need to be completed and returned):										To pay via BPAY® please complete the online form available at www.advancedshare.com.au/IPO-Offers and payment details will then be emailed
9			CONTACT DETAILS														Please use details where we can contact you between the hours of 9:00am and 5:00pm (WST) should we need to speak to you about your application.
		Telephone number															Contact name (PRINT)
(	)
10			DECLARATION AND STATEMENTS By lodging this Application Form:
• Offer.																											I/We declare that I/we have received a copy of the Prospectus dated 2 August 2021 issued by Mt Malcolm Mines NL and that I/we are eligible to participate in the
• •							I/We declare that all details and statements made by me/us are complete and accurate.										I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company.
• •																	I/We acknowledge that the Company will send me/us a paper copy of the Prospectus free of charge if I/we request so during the currency of the Prospectus. I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Shares to me/us; and

• I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in Mt Malcolm Mines NL and that no notice of acceptance of the Application will be provided.

• I/We acknowledge that the Company retains absolute discretion to allocate any/all of the amount of Shares I/we have applied for under the Offer as these terms are defined in the Prospectus.

INSTRUCTIONS FOR COMPLETION OF THIS APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM

Please complete all relevant sections of this Application Form using BLOCK LETTERS The below instructions are cross-referenced to each section of the Application Form.

1 Number of Shares

Insert the number of Shares you wish to apply for in section 1. Applications under the Offer must be for a minimum of \$2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of \$500 worth of Shares (2,500 Shares).

2 Payment Amount

Enter into section 2 the total amount payable. Multiply the number of Shares applied for by \$0.20 – the Offer Price per Share.

3 Name(s) in which the Shares are to be registered

Note thatONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food Help Club A/C>	Food Help Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

4 Postal Address

Enter into section 4 the postal addressto be used for all written correspondence. Only one address can be recorded against a holding. With exception to annual reports, all communications to you from the Company will be mailed to the person(s) and address shown. Annual reports will be made available online when they are released. Should you wish to receive a hard copy of the annual report you must notify the Share Registry. You can notify any change to your communication preferences by visiting the registry website – www.advancedshare.com.au

5 CHESS Holders

If you are sponsored by a stockbroker or other participant and you wish to have your allocation directed into your HIN, please complete the details in section 5.

6 Email Address

You may elect to receive communications despatched by Mt Malcolm Mines NL electronically (where legally permissible), such as the Company's annual report.

7 TFN/ABN/Exemption

If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details in section 7. Collection of TFN's is authorised by taxation laws but quotation is not compulsory, and it will not affect your Application Form.

8 PAYMENT DETAILS

By making your payment, you confirm that you agree to all of the terms and conditions of the Offer as outlined on this Application Form and within the Prospectus. Payment by Cheque

If Paying by Cheque, your cheque should be made payable to "MT MALCOLM MINES NL" in Australian currency, crossed "NOTNEGOTIABLE" and drawn on an Australian branch of a financial institution. Please complete your cheque with the details overleaf and ensure that you submit the correct amount as incorrect payments may result in your Application being rejected.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Form. Cash will not be accepted. A receipt for payment will not be forwarded.

If the amount you pay is insufficient to pay for the number of Shares you apply for, you will be taken to have applied for such lower number of Shares as that amount will pay for, or your Application will be rejected.

Payment by BPAY®

If paying by BPAY, please complete the online form available at www.advancedshare.com.au/IPO-Offers and payment details will then be emailed to your nominated email address.

9 Contact Details

Please enter contact details where we may reach you between the hours of 9:00am and 5:00pm (WST) should we need to speak to you about your application.

10 Declaration

Before completing the Application Form the Applicant(s) should read the Prospectus in full. By lodging the Application Form, the Applicant(s) agrees that this Application is for Shares in the Company, upon and subject to the terms of the Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section 1 that may be issued to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign this Application Form.

Privacy Statement

Personal information is collected on this form by ASW, as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by ASW, or you would like to correct information that is inaccurate, incorrect or out of date, please contact ASW. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting ASW. You can contact ASW using the details provided on the front of this form.

HOW TO LODGE YOUR APPLICATION FORM

Mail or deliver your completed Application Form with your cheque to the following address.

Mt Malcolm Mines NL C/- Advanced Share Registry PO Box 1156 Nedlands, WA 6909

Mailing Address Hand Delivery (Please do not use this address for mailing purposes) Mt Malcolm Mines NL C/- Advanced Share Registry 110 Stirling Highway Nedlands, WA 6009