Novo Resources - Annual Report 2020

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Annual Information Form

For the eleven month period ended December 31, 2020

580 Hornby Street, Suite 880 Vancouver, British Columbia, Canada V6C 3B6 www.novoresources.com

Dated: March 31, 2021

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GLOSSARY ................................................................................................................................................................. 1 PRELIMINARY NOTES ............................................................................................................................................ 4 CORPORATE STRUCTURE .................................................................................................................................... 6 NAME, ADDRESS AND INCORPORATION .................................................................................................................. 6 INTERCORPORATE RELATIONSHIPS ......................................................................................................................... 7 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................... 8 OVERVIEW OF THE BUSINESS .................................................................................................................................. 8 RECENT DEVELOPMENTS ........................................................................................................................................ 8 THREE YEAR HISTORY .......................................................................................................................................... 14 Transition Fiscal 2020 ....................................................................................................................................... 14 Fiscal 2020 ......................................................................................................................................................... 17 Fiscal 2019 ......................................................................................................................................................... 19 DESCRIPTION OF BUSINESS ............................................................................................................................... 22 SPECIALIZED SKILL AND KNOWLEDGE .................................................................................................................. 22 COMPETITIVE CONDITIONS ................................................................................................................................... 22 ENVIRONMENTAL PROTECTION ............................................................................................................................. 22 EMPLOYEES ........................................................................................................................................................... 22 FOREIGN OPERATIONS .......................................................................................................................................... 23 ENVIRONMENTAL POLICIES ................................................................................................................................... 23 RISK FACTORS....................................................................................................................................................... 23 Dependence on Future Financing ...................................................................................................................... 23 Dependence on Key Management Personnel ..................................................................................................... 24 COVID-19 .......................................................................................................................................................... 24 Risks Related to the Credit Facility and Indebtedness ........................................................................................ 24 Obligations as a Public Company ...................................................................................................................... 25 Acquisitions and Integration .............................................................................................................................. 26 Market Price of Securities .................................................................................................................................. 26 The Speculative Nature of the Exploration of Natural Resource Properties ..................................................... 27 Reclamation Costs .............................................................................................................................................. 27 Nature and Climatic Conditions ........................................................................................................................ 28 Information Technology ..................................................................................................................................... 28 Insurance and Uninsured Risks.......................................................................................................................... 29 Dependence on Principal Exploration Stage Projects ....................................................................................... 29 Previous Work on the Egina, Beatons Creek, and Karratha Properties May Give Rise to Environmental Liabilities ........................................................................................................................................................... 29 Negative Operating Cashflow ............................................................................................................................ 29 Uncertainty in Global Markets and Economic Conditions ................................................................................ 30 Price of Gold ...................................................................................................................................................... 30 Joint Ventures .................................................................................................................................................... 30 Permits ............................................................................................................................................................... 30 Danger of Exploration and Development Activities ........................................................................................... 31 Exploration and Mining Tenements May be Subject to Forfeiture .................................................................... 31 Uncertainty in the Estimation of Mineral Resources and Mineral Reserves ..................................................... 31 Government Regulation ..................................................................................................................................... 32 Community Relations ......................................................................................................................................... 32 Native Title and Aboriginal Heritage ................................................................................................................. 33 Competition ........................................................................................................................................................ 33 Currency Fluctuations ....................................................................................................................................... 33 Litigation ............................................................................................................................................................ 33 Enforcement of Civil Liabilities. ........................................................................................................................ 34 No Cash Dividends on Common Shares. ........................................................................................................... 34 Conflicts of Interest ............................................................................................................................................ 34 BEATONS CREEK PROPERTY ................................................................................................................................. 34

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Summary ............................................................................................................................................................ 34 EGINA PROPERTIES................................................................................................................................................ 41 Summary ............................................................................................................................................................ 41 KARRATHA PROPERTIES ........................................................................................................................................ 44 Summary ............................................................................................................................................................ 45 DIVIDENDS ............................................................................................................................................................... 49 DESCRIPTION OF CAPITAL STRUCTURE....................................................................................................... 49 COMMON SHARES ................................................................................................................................................. 49 MARKET FOR SECURITIES ................................................................................................................................. 50 MARKET ................................................................................................................................................................ 50 TRADING PRICE AND VOLUME .............................................................................................................................. 50 DIRECTORS AND OFFICERS ............................................................................................................................... 51 NAME, OCCUPATION AND SECURITY HOLDING ..................................................................................................... 51 Term of Office .................................................................................................................................................... 52 Share Ownership ................................................................................................................................................ 52 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS .................................................................... 52 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................... 53 CONFLICTS OF INTEREST ....................................................................................................................................... 53 LEGAL PROCEEDINGS ............................................................................................................................................ 53 REGULATORY ACTIONS ......................................................................................................................................... 53 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................. 54 TRANSFER AGENT AND REGISTRAR .............................................................................................................. 54 MATERIAL CONTRACTS ..................................................................................................................................... 54 INTERESTS OF EXPERTS ..................................................................................................................................... 54 ADDITIONAL INFORMATION ............................................................................................................................. 55 AUDIT, RISK, AND CORPORATE GOVERNANCE COMMITTEE (THE “AUDIT COMMITTEE”) ..................................... 55 Composition of Audit Committee ....................................................................................................................... 55 Relevant Education and Experience .................................................................................................................. 55 Reliance of the Exemption in Subsection 3.3(2) or Section 3.6 .......................................................................... 56 Reliance on Section 3.8 ...................................................................................................................................... 56 Audit Committee Oversight ................................................................................................................................ 56 Pre-Approval Policies and Procedures .............................................................................................................. 56 GENERAL .............................................................................................................................................................. 56

APPENDIX A – AUDIT, RISK, AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

APPENDIX B – LIST OF TENEMENTS

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GLOSSARY

In addition to the terms defined elsewhere in this AIF, the terms below have the meanings shown.

“2018 Beatons Creek Technical Report” means the technical report entitled NI 43-101 Technical Report Resource Update, Beatons Creek Gold Project, Pilbara Region, Australia dated August 10, 2018 prepared by Leonel Lopez, AIPG-Geol. Eng. QP, SME-RM of Tetra Tech, Inc. The 2018 Beatons Creek Technical Report has been superseded by the 2019 Beatons Creek Technical Report (as defined below).

“2018 Karratha Technical Report” means the technical report entitled Novo Resources Corp. Technical Report on the Karratha Project, Australia dated May 31, 2018 prepared by Ian Glacken, FAusIMM(CP), FAIG, CEng. The 2018 Karratha Technical Report has been superseded by the 2019 Karratha Technical Report (as defined below).

“2018 Resource Estimate” means the resource estimate for the Beatons Creek Property as stated in the 2018 Beatons Creek Technical Report. The 2018 Resource Estimate has been superseded by the 2019 Resource Estimate (as defined below).

“2019 Beatons Creek Technical Report” means the technical report entitled Amended and Restated NI 43-101 Technical Report, Mineral Resource Update, Beatons Creek Conglomerate Gold Project, Pilbara Region, Western Australia dated October 22, 2020 (effective date: February 28, 2019) prepared by Dr. Simon C. Dominy, FAusIMM, CPGeo, and Dr. Quinton T. Hennigh, PGeo.

“2019 Karratha Technical Report” means the technical report entitled Amended and Restated Technical Report on the Karratha Project, Australia dated October 22, 2020 (effective date: April 30, 2019) prepared by Ian Glacken, FAusIMM(CP), FAIG, CEng, Dr. Christopher Doyle, MAIG, and Dr. Simon C. Dominy, FAusIMM, CPGeo.

“2019 Resource Estimate” means the resource estimate for the Beatons Creek Property as stated in the 2019 Beatons Creek Technical Report.

“ 2020 Egina Technical Report ” means the technical report entitled Amended and Restated NI 43-101 Technical Report: Egina Alluvial Project, Pilbara Region, Western Australia dated October 22, 2020 (effective date: April 30, 2020) prepared by Dr. Quinton T. Hennigh, PGeo, and Dr. Simon C. Dominy, FAusIMM, CPGeo.

“AIF” means an annual information form that is prepared pursuant to Part 6 of National Instrument 51-102 Continuous Disclosure Obligations .

“Artemis” means Artemis Resources Limited, a company listed on the Australian Securities Exchange.

“Artemis Agreements” means those agreements relating to the Company’s interest in the Karratha Properties entered into by the Company, Karratha Gold, Artemis Resources Limited and its subsidiaries, Karratha Metals Pty Ltd., Shear Zone Mining Pty Ltd., Western Metals Pty Ltd., KML No. 2 Pty Ltd., Fox Radio Hill Pty Ltd., and Armada Mining Pty Ltd. on August 15, 2017.

“ ASX ” means the Australian Securities Exchange.

“Beatons Creek Gold” means Beatons Creek Gold Pty Ltd, a wholly-owned subsidiary of the Company.

“Beatons Creek Tenements” means Mining Leases 46/9, 46/10, 46/11, and 46/532.

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“Beatons Creek Property” means the Beatons Creek Tenements, certain tenements peripheral to the Beatons Creek Tenements, which are subject to a joint venture with the Creasy Group, and certain of the 100% owned tenements held through Grant’s Hill.

“ Blue Spec Property ” means the 21 tenements listed in Appendix B hereto.

“CEO” means chief executive officer.

“CFO” means chief financial officer.

“ CIL ” means carbon in leach

“Comet Well Agreements” means those agreements relating to the Company’s interest in the Comet Well Project.

“ Comet Well Project ” means the five tenements listed under the Comet Well JV project in Appendix B hereto.

“Common Shares” means the common shares without par value in the authorized capital of the Company.

“Company” or “Novo” means Novo Resources Corp. and its subsidiaries on a consolidated basis unless otherwise indicated.

“ COVID-19 ” means the novel coronavirus disease outbreak declared a pandemic by the World Health Organization on March 11, 2020.

“Creasy Group” means Mark Gareth Creasy of Western Australia and entities controlled by him.

“Egina Properties” means those tenements listed in Appendix B hereto, which include Egina in the project description.

“Farno-McMahon” means Farno-McMahon Pty Ltd, a wholly-owned subsidiary of the Company.

“Fiscal 2019” means the Company’s fiscal year ended January 31, 2019.

“ Fiscal 2020 ” means the Company’s fiscal year ended January 31, 2020.

“ Golden Eagle Mill ” means the Company’s processing facility in Nullagine, Western Australia, acquired pursuant to the Millennium Acquisition and operationally restored as of February 3, 2021.

“ Grant’s Hill ” means Grant’s Hill Gold Pty Ltd, a wholly-owned subsidiary of the Company.

“ IFRS ” means International Financial Reporting Standards.

“ IMC ” means IMC Resources Gold Holdings Pte Ltd, Heritas Capital Management (Australia) Pty Ltd., and IMC Resources Ltd, collectively.

“ Indicated Mineral Resource ” has the meaning given in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (CIM, 2014).

“ Inferred Mineral Resource ” has the meaning given in the CIM Definition Standards on Mineral

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Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (CIM, 2014).

“ JORC ” means the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

“Karratha Gold” means Karratha Gold Pty Ltd, a wholly-owned subsidiary of the Company.

“Karratha Properties” means the tenure associated with the Artemis Agreements and the Comet Well Agreements along with certain other tenure in the nearby area which is wholly-owned by the Company.

“ Listed Warrants ” means the 8,596,184 Common Share purchase warrants exercisable at $4.40, expiring on August 27, 2023, and listed for trading on the TSX.

“ Measured Mineral Resource ” has the meaning given in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (CIM, 2014).

“ Millennium ” means Millennium Minerals Pty Ltd.

“ Millennium Acquisition ” means the Company’s acquisition of all of the outstanding shares of Millennium from IMC.

“ Mineral Reserve ” has the meaning given in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (CIM, 2014).

“ Mineral Resource ” has the meaning given in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (CIM, 2014).

“NI 43-101” means National Instrument 43-101 Standards of Disclosure for Mineral Projects

“ NI 52-110 ” means National Instrument 52-110 Audit Committees .

“Nullagine Gold” means Nullagine Gold Pty Ltd., a wholly-owned subsidiary of the Company.

“ OTCQX ” means the OTCQX[®] Best Market.

“Purdy’s Reward Project” means the primary tenement which is, in part, the subject of the Artemis Agreements.

“RC” means reverse circulation.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“ Sumitomo ” means Sumitomo Corporation of Tokyo, Japan.

“ Transition Fiscal 2020 ” means the Company’s 11-month fiscal year ended December 31, 2020.

“ TSX ” means Toronto Stock Exchange.

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“TSXV” means the TSX Venture Exchange.

“ VWAP ” means volume-weighted average price.

PRELIMINARY NOTES

Date of Information

Unless otherwise stated, the information herein is presented as at December 31, 2020.

Currency and Exchange Rates

Unless otherwise specified, in this AIF all references to “dollars” or to “$” are to Canadian (“C”) dollars .

“ AUD ” is used to indicate Australian dollar values. The closing rate of exchange on December 31, 2020 as reported by the Bank of Canada for the conversion of Canadian dollars into Australian dollars was C $1.00 equals AUD $1.0168. The following table shows the conversion of Canadian dollars into Australian dollars as reported by the Bank of Canada for each of the three years ended December 31, 2020, January 31, 2020, and January 31, 2019.

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Transitional Fiscal Fiscal
Fiscal 2020 2020 2019
AUD AUD AUD
Closing 1.0168 1.1287 1.0459
High 1.1942 1.1287 1.0951
Low 1.0168 1.0436 0.9797
Average 1.0798 1.0899 1.0363
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“ USD ” is used to indicate United States dollar values. The closing rate of exchange on December 31, 2020 as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was C $1.00 equals USD $0.7854. The following table shows the conversion of Canadian dollars into United States dollars as reported by the Bank of Canada for each of the three years ended December 31, 2020, January 31, 2020, and January 31, 2019.

Transitional	Fiscal	Fiscal
Fiscal 2020	2020	2019
USD Closing 0.7854 High 0.7863 Low 0.6898 Average 0.7444	USD 0.7557 0.7393 0.771 0.7548	USD 0.7608 0.733 0.8138 0.7675

Cautionary Statement Regarding Forward-Looking Statements

This AIF contains “forward-looking information” within the meaning of Canadian securities laws. Forward-looking information in this AIF includes, but is not limited to, information with respect to the impact of COVID-19 on the Company’s business and future cash flows; the use of proceeds from the Offering (hereinafter defined) and other available funds; the successful restart of the production infrastructure held by Millennium recently acquired by the Company pursuant to the Millennium

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Acquisition; the expected commencement of the mechanical sorting trial on the Comet Well Project and Purdy’s Reward Project within the Karratha Properties; the value of certain Company assets, in particular the fair value of marketable securities held by the Company; the Company’s planned production from, and further potential of, the Company’s mineral properties; the Company’s ability to raise additional funds; the future price of minerals, particularly gold; the estimation of mineral resources; the realization of mineral resource estimates; capital expenditures; success of exploration activities; exploration and development issues; currency exchange rates; government regulation of exploration, development, and mining operations; and environmental risks. Estimates regarding the anticipated timing, amount and cost of exploration and development activities are based on numerous factors including but not limited to assumptions underlying mineral resource estimates and the realization of such estimates, the successful integration of Millennium following the completion of the Millennium Acquisition and the ability to successfully restart Millennium’s production infrastructure. Capital and development cost estimates are based on extensive research of the Company, purchase orders placed by the Company to date, recent estimates of development and operating costs and other factors. Forward-looking information is characterized by words such as “plan”, “expect”, “budget”, “target”, “schedule”, “estimate”, “forecast”, “project”, “intend”, “believe”, “anticipate” and other similar words or statements that certain events or conditions “may”, “could”, “would”, “might”, or “will” occur or be achieved. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: risks relating to the ongoing COVID-19 pandemic and measures intended to prevent its spread; the fluctuating price of gold; success of exploration, development and operations activities; including the ability to successfully restart Millennium’s production infrastructure; the ability to successfully integrate the operations and personnel of Millennium and realize the anticipated benefits of the Millennium Acquisition; the ability to comply with and maintain the Credit Facility (hereinafter defined) in good standing; health, safety and environmental risks; risks relating to foreign operations and expropriation or nationalization of operations; variations in the estimation of mineral resources; uncertainty relating to mineral resources; the potential of cost overruns; risks relating to government regulation; the impact of Australian laws regarding foreign investment; access to additional capital; volatility in the market price of the Company’s securities; liquidity risk; risks relating to native title and Aboriginal heritage; risks relating to the construction and development of new operations; the availability of adequate infrastructure; the availability of adequate energy sources; seasonality and unanticipated weather conditions; limitations on insurance coverage; the prevalence of competition within the industry; currency exchange rates (such as the United States dollar and the Australian dollar versus the Canadian dollar); risks associated with foreign tax regimes; risks relating to potential litigation; risks relating to the dependence of the Company on outside parties and key management personnel; risks in the event of a potential conflict of interest; as well as those risk factors discussed or referred to herein and in the Company’s annual management’s discussion and analysis, which are incorporated herein by reference and are also available under the Company’s profile on the SEDAR website at www.sedar.com.

If any of these risks or uncertainties materialize, or if assumptions underlying the forward looking statements prove incorrect, actual results might vary materially from those anticipated in those forward looking statements. The assumptions referred to above and described in greater detail under “ Risk Factors ” should be considered carefully by readers.

The Company’s forward looking statements are based on the reasonable beliefs, expectations and opinions of management on the date of this AIF (or as of the date they are otherwise stated to be made). Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

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Accordingly, readers should not place undue reliance on forward looking statements. The Company does not undertake to update or revise any forward looking statements, except as, and to the extent required by, applicable securities laws in Canada.

Note to United States Investors Concerning Estimates of Mineral Reserves and Mineral Resources

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements in the United States securities laws. The terms “measured”, “indicated” and “inferred” resources are Canadian mining terms as defined in accordance with NI 43-101. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.

Alternative Performance Measures (Non-IFRS Measures)

Certain items in this AIF are alternative performance measures. Alternative performance measures are furnished to provide additional information. These non-IFRS measures are included in this AIF because the Company believes these statistics are key performance measures that provide investors, analysts, and other stakeholders with additional information to understand the costs associated with the Beatons Creek Properties. These performance measures do not have a standard meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.

“Cash costs” are a non-IFRS measure reported by the Company on an ounces of gold sold basis. Cash costs include mining, processing, refining, general and administration costs and royalties, but exclude depreciation, reclamation, income taxes, capital, and exploration costs for the life of mine of the Beatons Creek Properties, defined above as 6 years.

“AISC” is a non-IFRS measure reported by the Company on a per ounce of gold sold basis that includes all cash costs noted above as well as sustaining capital and closure costs, but excludes depreciation, capital costs, and income taxes.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on October 28, 2009 under the laws of British Columbia pursuant to the Business Corporations Act (British Columbia) under the name Galliard Resources Corp. The Company changed its name to Novo Resources Corp. on June 27, 2011.

The head office of the Company is located at care of 595 Burrard Street, Suite 2900, Vancouver, BC, Canada, V7X 1J5 and its operational office is located at Level 1, 680 Murray Street, West Perth, WA, Australia, 6005. The Company’s registered office is located at 595 Burrard Street, Suite 2900, Vancouver, BC, Canada, V7X 1J5.

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Intercorporate Relationships

The following corporate organization chart shows certain of the Company’s direct subsidiaries as at the date of this AIF. The corporate jurisdiction of each entity is shown within parentheses.

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GENERAL DEVELOPMENT OF THE BUSINESS

Overview of the Business

The Company is engaged primarily in the business of exploring and developing gold properties. The Company holds approximately 14,000 km[2] of land in the Pilbara region of Western Australia as outlined in Figure 1 below. The Company is a reporting issuer in the Canadian provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Nova Scotia. The Common Shares trade on the TSX under the symbol “NVO” and on the OTCQX under the symbol “NSRPF”. The Listed Warrants trade on the TSX under the symbol “NVO.WT”.

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( Figure 1: Map of Novo’s current tenure.)

Except as otherwise indicated, Dr. Quinton Hennigh, the Company’s, president and chairman and a “qualified person” as defined by NI 43-101, has approved the technical contents in this section, “ General Development of the Business ”.

Recent Developments

On March 31, 2021, the Company announced the completion of a preliminary economic assessment (“ PEA ”) for the Beatons Creek Property. In addition to the potential viability of mineral resources at the Beatons Creek Property reported by the PEA, the Beatons Creek Property displays significant upside resource potential from deposit extensions.

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Beatons Creek Property PEA highlights:

The potential for average 100,000 oz conglomerate gold production per year over 6 years for 627,000[1] oz potential total production over life of mine (“ LOM ”), excluding current underground resources
Comparable production costs among the field of current and imminent Australian gold producers : LOM C1 cash costs of USD $702/oz and LOM all-in sustaining costs (“ AISC ”) of USD $974/oz.
Robust base-case scenario : at a gold price of USD $1,700/oz and an AUD-USD foreign exchange rate of 0.75:1[2,3] , potential for pre-tax USD $318 million ($400 million) NPV5% and average annual EBITDA of USD $88 million/post-tax USD $250 million ($315 million) NPV5%.
Synergistic combination of the Beatons Creek Property with pre-existing production infrastructure acquired pursuant to the acquisition of Millennium.
Considerable upside potential recognized in the Beatons Creek Property conglomerate resource expansion potential as well as throughout the consolidated Nullagine mining camp.

The PEA is preliminary in nature, and is based on a mineral resource estimate that includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Novo also reports that its board of directors has ratified management’s recommendation to mine the Beatons Creek Property. The Company is currently in the late stages of commissioning the Golden Eagle Mill and continues to ramp up mining and production into Q2 2021. The decision by the Company to produce at the Beatons Creek Property was not based on a feasibility study of mineral reserves demonstrating economic and technical viability and, as a result, there is an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit. Historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that that anticipated production costs will be achieved. Failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability.

Beatons Creek Property PEA Summary

The PEA was prepared by Jason Froud (BSc Hons, Grad Dip (Fin Mkts), MAIG) and Andrew Grubb (BE (Mining), FAusIMM), and peer reviewed by Ian Glacken (BSc Hons, MSc (Mining Geology), MSc (Geostatistics) PGCert (comp), DIC, FAusIMM(CP), FAIG, CEng, MIMMM) of Optiro Pty Ltd of Perth, Australia. Optiro was supported by William George Gosling (BE (Extractive Metallurgy), FAusIMM) of GR Engineering Services, also of Perth, Australia. The Company plans to file an updated technical report in respect of Beatons Creek reporting on the PEA, in compliance with NI 43-101, under the Company’s profile on the SEDAR website at www.sedar.com within 45 days.

1 Current LOM production extends into year 7 with the potential for 23,000 oz in year 7. The potential for 604,000 oz over 6 years is rounded to 100,000 oz average gold production per year over the first 6 years of LOM.

2 See “Key Assumptions” section below for further details.

3 Figures are at asset level and do not include repayment of existing debt facility with Sprott Private Resource Lending II (Collector), LP.

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PEA Economics	Unit	Pre-Tax Post-Tax	Pre-Tax Post-Tax
NPV5%	USD millions	$318	$250
Average annual cash flow	USD millions	$64	$50
LOM unlevered cash flow(undiscounted)	USD millions	$386	$260
Mine life	Years	6
Average annualproduction over LOM	Oz/year	101
LOMproduction	Oz	627

Economic Sensitivities to Gold Price (post-tax)	Economic Sensitivities to Gold Price (post-tax)
Per ounce of gold (USD)	NPV5% (USD millions)
$1,600	$216
$1,700	$250
$1,800	$285
$1,900	$319
$2,000	$354

Opportunities

Novo owns approximately 1,250 km[2] of prospective tenure within the Nullagine gold camp, approximately 283 km[2] of which was acquired with Millennium, and plans to aggressively pursue near-term exploration and production opportunities across the gold field. Of highest importance are extensions of conglomerate gold mineralization around the Beatons Creek Property and a recent conglomerate gold discovery located approximately 2 km southwest of the Beatons Creek Property called Skyfall. Novo also sees potential to unlock its other assets across the East Pilbara region including, but not limited to, its wholly-owned Talga Talga, Virgin Creek, Contact Creek, and Mt. Elsie projects.

PEA Details

The Beatons Creek Property has been explored extensively by various companies since the late 1960’s. The Company acquired an initial interest in the Beatons Creek Property from Millennium in 2011 before acquiring a 100% interest in 2015. The Company most recently announced an updated mineral resource estimate in April 2019 outlining indicated mineral resources comprising 6.6 million tonnes at 2.1 g/t Au for 457,000 oz contained gold, with additional inferred mineral resources of 4.3 million tonnes at 3.2 g/t Au for 446,000 oz contained gold ( refer to the resource summary table outlined below as well as the 2019 Beatons Creek Technical Report ). Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Mining and Processing

The Beatons Creek Property mining plan utilizes conventional open pit mining methods. Iron Mine Contracting Pty Ltd were awarded preferred contractor status by the Company in November 2020 and have been ramping up commissioning efforts to date. Mineralized material is stockpiled at a run of mine (“ ROM ”) pad at Beatons Creek before being hauled approximately 14 km to a ROM

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pad at the Golden Eagle Mill. Mineralized material passes through a single-stage jaw crusher before being ground to 150 µm utilizing a semi-autogenous grinding (“ SAG ”) mill. Gravity recovery is handled by a centrifugal concentrator and intensive cyanidation leach reactor. Leaching occurs in two tanks, and subsequent carbon adsorption occurs in seven carbon-in-leach tanks, the first three of which incorporate oxygen addition.

Mining and Processing Summary
Total mineralized material mined	(kt)	9,486
Total waste mined	(kt)	79,969
LOM stripratio	(W:O)	8.43

Mineralized material milled	(kt)	9,486
Headgrade	(g/t)	2.16
Contained Au	(koz)	660
Recoveryrate	(%)	95%
Recovered Au	(koz Au)	627

The Beatons Creek Property resource is as follows:

Open Pit Mineral Resources (oxide and fresh mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	Au g/t	(x1000)	Au g/t	(x1000)
Indicated	0.5	6,645	2.1	457
Inferred	0.5	3,410	2.7	294

Open Pit Mineral Resources (oxide mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	Au g/t	(x1000)	Au g/t	(x1000)
Indicated	0.5	4,500	1.9	272
Inferred	0.5	765	1.8	44

Open Pit Mineral Resources (fresh mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	Au g/t	(x1000)	Au g/t	(x1000)
Indicated	0.5	2,145	2.7	185
Inferred	0.5	2,645	2.9	250

Underground Mineral Resources (fresh mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	Au g/t	(x1000)	Au g/t	(x1000)
Inferred	3.5	885	5.3	152

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Total Mineral Resources (oxide and fresh mineralization; open pit and underground)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	Au g/t	(x1000)	Au g/t	(x1000)
Indicated	0.5	6,645	2.1	457
Inferred	0.5, 3.5	4,295	3.2	446

Notes:

Open pit mineral resources contain oxide and fresh mineralization within an optimized shell and constrained within a mineralized wireframe.
An optimized Whittle pit shell was estimated with the following indicative parameters:
(a) USD $1,311 (AUD $1,850) / troy ounce;
(b) Metallurgical recoveries of 95% oxide and 90% fresh;
(c) SGs applied: Oxide 2.40 t/m[3] and fresh 2.85 t/m[3] based on measurements taken on drill core;
(d) USD $2.40 / tonne mining cost for oxide and USD $3.68 / tonne for fresh;
(e) USD $17.00 / tonne oxide and USD $19.00 / tonne fresh processing cost; and
(f) USD $3.00 / tonne general and administrative costs.
Underground mineral resources contain fresh mineralization outside the optimized shell. Underground resources are constrained to discrete areas of contiguous mineralization. NB: cut-off grade for underground resource has been increased from 2.0 g/t Au to 3.5 g/t Au for the Beatons Creek Technical Report.
Columns may not total due to rounding.
One troy ounce is equal to 31.1034768 grams.

Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Operating Costs

Operating costs for contract mining and in-house processing were developed from detailed budget estimates from reputable services providers with operational experience in the Pilbara region of Western Australia and recent operations experience for the Golden Eagle Mill. Beatons Creek is located near a large skilled labour pool with minimal COVID-19 restriction requirements due to a successful handling of the pandemic by state authorities. Beatons Creek is located adjacent to the partly sealed Marble Bar Road and less than 1 km away from the town of Nullagine.

Operating Costs (LOM)
Miningcost	(USD/t mined)	$3.60
Processingcost	(USD/t milled)	$17.18
Site SG&A & corporate cost	(USD/t milled)	$5.14
Sustainingcapex	(USD/t milled)	$4.10
Cash cost	(USD/oz)	$702

Sustaining Capital

Sustaining capital requirements over LOM are generally low due to the recently completed refurbishment of the Golden Eagle Mill. The Millennium tailings storage facility requires on-going monitoring as well as annual lifts to maintain capacity for production which together cost approximately USD $1.5 million per annum.

Sustaining Capital (LOM)	USD Millions	USD/t Milled
Mining	$30.40	$3.20
Processinginfrastructure	$1.05	$0.11
Tailings storage facility	$7.50	$0.79
Total sustaining capital	$38.95	$4.10

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AISC

AISC metrics are competitive with Australian gold developer and producer peers. A breakdown of Novo’s AISC[4] is as follows:

AISC Summary (LOM)
Total mine operating cost (including stockpile adjustments and royalties3)	(USD/oz)	$825
Corporate cost overheads	(USD/oz)	$13
Sustainingcapital	(USD/oz)	$62
Closure	(USD/oz)	$74
AISC	(USD/oz)	$974

Key Assumptions

The PEA uses a pricing assumption of USD $1,700/oz gold price and AUD-USD foreign exchange rate of 0.75.

On September 19, 2020, the Company signed a binding terms sheet with Calidus Resources Limited (“ Calidus ”) to sell a portion of the Company’s Blue Spec Property (the “ Subject Blue Spec Tenements ”), with Calidus having options to acquire up to 100% of the Subject Blue Spec Tenements (the “ Blue Spec Transaction ”). The terms sheet with Calidus was amended on November 25, 2020 and further amended on March 22, 2021. To date, Calidus has acquired a 25% interest in the Subject Blue Spec Tenements in consideration for the aggregate cash payment of AUD $7,700,000 to the Company.

In order to acquire the remaining interest in the Subject Blue Spec Tenements, Calidus is required to pay the Company additional aggregate consideration of AUD $11,800,000 (the “ Completion Payment ”), for a total purchase price of AUD $19,500,000. The Completion Payment consists of AUD $5,000,000 cash by March 31, 2021 (which has been paid) and the issuance by Calidus of 13,333,333 ordinary shares (having a total value of AUD $6,800,000) to the Company by April 16, 2021. In further consideration for the remaining interest in the Subject Blue Spec Tenements, Calidus must also transfer a 100% interest in prospecting license 45/3065, a tenement adjacent to the Company’s Talga Talga project in the East Pilbara region of Western Australia, to the Company’s wholly-owned subsidiary, Beatons Creek Gold.

The acquisition by Calidus of the remaining interest in the Blue Spec Tenements is subject to the satisfaction of certain conditions precedent including the execution of various deeds of assignment between the Company, Calidus, and relevant third parties, along with customary regulatory approvals for transactions of this nature.

If Calidus fails to complete the Blue Spec Transaction in full by April 16, 2021, Novo will have an 18-month option to repurchase any interest in the Subject Blue Spec Tenements held by Calidus for 50% of the aggregate consideration paid by Calidus for that interest.

On February 16, 2021, the Company poured its inaugural commissioning gold bar from the Beatons Creek Property.

4 Royalties consist of (i) a 2.5% gross royalty payable to the state of Western Australia, and (ii) 4.75% aggregate gross royalties payable to private royalty holders.

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On February 3, 2021 the Company received all regulatory approvals from the Western Australian Department of Mines Industry Regulation, and Safety, and the Department of Water and Environmental Regulation to allow commissioning of Beatons Creek material and deposition of Beatons Creek tailings product into its Golden Eagle Mill. This follows the completion of extensive restoration, camp upgrade and refurbishment works to the Golden Eagle Mill, which included full refurbishment of CIL leach tanks, installation of key new gravity circuit and plant laboratory componentry, concreting works, power restoration to the site and camp upgrades.
On January 4, 2021 the Company’s Common Shares and Listed Warrants commenced trading on the TSX and ceased trading on the TSXV. As a result, the Company ceased to be a “venture issuer” within the meaning of National Instrument 51-102 Continuous Disclosure Obligations .

Three Year History

Transition Fiscal 2020

Corporate Activity

On March 25, 2020, the Company signed a heritage agreement (the “ YAC Agreement ”) with the Yindjibarndi Aboriginal Corporation covering 28 wholly-owned exploration tenements across 1,492 square kilometres of Yindjibarndi Country in Novo’s prospective Pilbara exploration region (refer to Figure 2 below for a map of the relevant area). The YAC Agreement outlines processes by which Novo personnel and contractors, in consultation with the Yindjibarndi Heritage Manager, can evaluate heritage status of the landholding ahead of granting permission for ground-disturbing exploration activities to occur. The execution of the YAC Agreement is expected to facilitate the process of granting further exploration licence applications without undue delay.

==> picture [470 x 308] intentionally omitted <==

( Figure 2 : Map outlining 1,492 square kilometres of Yindjibarndi Country and underlying Novo tenure along with Ngarluma Country which is currently subject to a claim-wide agreement executed in July 2018.)

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On March 23, 2020, the Company dissolved the 50:50 joint operation with Artemis and terminated the Artemis Agreements. The Company also acquired a 100% interest in exploration licences E47/1745 (Purdy’s Reward Project) and E47/3443 (“ 47K ”) (refer to Figure 3 below) (collectively, the “ Artemis Transaction ”). As consideration for the Artemis Transaction, the Company issued 1,640,000 Common Shares at a deemed value of $1.61 per share based on the Company’s closing price, then on the TSXV, on March 23, 2020, and paid AUD $820,000 to Artemis. The Company also issued 360,000 Common Shares at a fair value of $1.61 per share, paid AUD $180,000, and granted a 1% net smelter returns royalty to Sorrento Resources Pty Ltd, one of Artemis’ joint venture partners on the 47K project. The Company now has the flexibility to advance the Purdy’s Reward Project and the 47K project at its discretion without having to incur expenditure on any peripheral tenure which was subject to the joint operation with Artemis.

A finder’s fee of 100,000 Common Shares of the Company, issued at a fair value of $1.61 per share, and a cash payment of AUD $50,000 was paid to Battle Mountain Pty Ltd in respect of the Artemis Transaction.

==> picture [396 x 280] intentionally omitted <==

( Figure 3 : Map outlining Purdy’s Reward Project and 47K project along with remaining Joint Venture tenure which will be returned to Artemis upon consummation of the Transaction.)

Beatons Creek Corporate Activity

On September 7, 2020 the Company acquired all of the outstanding shares of Millennium from IMC. Millennium’s assets included processing infrastructure, a tailings storage facility, a contract power station, administration offices, an assay laboratory, and a 230-room camp (the “ Millennium Assets ”). The Millennium Assets are located approximately 10 km south of the Beaton’s Creek Property and have since been the subject of extensive restoration, camp upgrade and refurbishment works by the Company, which were completed on February 3, 2021. See “ General Development of the Business – Recent Developments ”.

The consideration paid for all of the outstanding ordinary shares of Millennium was 17,706,856 units of the Company (each a “ Millennium Consideration Unit ”) at a deemed price of $3.25 per Millennium Consideration Unit for aggregate consideration of $57,600,000. Each Consideration Unit was comprised of one Common Share and one-half of one transferable Common Share purchase warrant, with each whole Common Share purchase warrant entitling the holder to acquire one Common Share at a price of $4.40 until

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September 7, 2023. The Company also agreed to pay to IMC deferred consideration in the form of a fee on future gold production equal to 2% of all gold revenue generated by the Company up to the later of cumulative gold production of 600,000 ounces or cumulative payments of AUD $20,000,000 having been made to IMC.

As part of the Millennium Acquisition agreements, the Company agreed to cause Millennium to repay funds owed to IMC following the closing of the Millennium Acquisition. On September 14, 2020, Millennium repaid its debt to IMC of approximately USD $50,300,000 (the “ Millennium Debt Settlement ”) by way of payment of USD $43,700,000 in cash and the balance by procuring the issuance by Novo of 2,656,591 units of the Company (the “ Millennium Debt Settlement Units ”) issued to IMC at a deemed price of $3.25 per Millennium Debt Settlement Unit. Each Millennium Debt Settlement Unit was comprised of one Common Share and one-half of one transferable Common Share purchase warrant, with each whole Common Share purchase warrant entitling the holder to acquire one Common Share at a price of $4.40 until September 14, 2023. The Company provided funding to Millennium to ensure Millennium had sufficient cash to allow repayment of the cash portion of the Millennium Debt Settlement.

In connection with the Millennium Acquisition, the Company raised gross proceeds of approximately $56,000,000 through the completion of concurrent brokered (approximately $5,000,000) and non-brokered (approximately $51,000,000) equity financings (the “ Offering ”). In total, the Company issued 17,192,379 subscription receipts (the “ Subscription Receipts ”) at a price of $3.25 per Subscription Receipt, which included the exercise of the options granted to the various agents involved in the brokered private placement. The Subscription Receipts were automatically exchanged for one unit of the Company (a “ Subscription Receipt Unit ”), on October 30, 2020, being the date three business days following the issuance on October 27, 2020 by the British Columbia Securities Commission, as principal regulator, of a receipt for a final short form prospectus qualifying the distribution of the Subscription Receipt Units. Each Subscription Receipt Unit was comprised of one Common Share and one-half of one Common Share purchase warrant, with each whole Common Share purchase warrant entitling the holder thereof to acquire one Common Share at a price of $4.40 until August 27, 2023. A portion of the net proceeds from the Offering were used to fund the Millennium Acquisition, with the balance to be used for capital expenditures relating to the restoration of the Millennium Assets, Beatons Creek Property site establishment and Millennium property site re-establishment, and for general corporate working capital purposes related thereto.

The Company also arranged a four-year, USD $60,000,000 credit facility with Sprott Private Resource Lending II (Collector), LP (“ Sprott ”)(the “ Credit Facility ”). The funds from this Credit Facility are available in two tranches, with the first USD $35,000,000 (subject to a lender’s 12.286% cash discount for net proceeds of USD $30,700,000) drawn down on September 9, 2020, and the remaining USD $25,000,000 (subject to a lender’s 2% cash discount) available to be drawn until March 31, 2021, at the Company’s sole discretion, upon delivery of a pre-feasibility study acceptable to Sprott on the Company’s Beatons Creek Property and the satisfaction of certain other conditions. Sprott concurrently subscribed for 1,453,624 units of the Company (the “ Sprott Units ”) at a price of $3.25 per Sprott Unit for gross cash proceeds of $4,724,280. Each Sprott Unit is comprised of one Common Share and one-half of one transferable Common Share purchase warrant, with each whole Common Share purchase warrant entitling Sprott to acquire one Common Share at a price of $4.40 until September 9, 2023.

On June 13, 2020, the Company entered into a binding terms sheet (the “ Creasy Terms Sheet ”) with the Creasy Group. Pursuant to the Creasy Terms Sheet, the Company agreed to acquire the following (collectively, the “ Creasy Acquisitions ”) in consideration for 2,590,700 Common Shares:

Creasy Group’s residual interest in 20 tenements (the “ Original JV Tenements ”) comprising 510 km[2] currently subject to joint venture arrangements between the Company and the Creasy group, so as to acquire 100% ownership in the Original JV Tenements;

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100% ownership in 55 tenements comprising an additional 1,865 km[2] of new tenure for the Company, subject to the Creasy Group retaining limited prospecting rights on one tenement comprising 25 km[2] ; and
a 70% interest in 3 tenements comprising an additional 525 km[2] of new tenure for the Company and entry into joint venture arrangements over these tenements, pursuant to which the Company will hold a 70% interest in rights to all minerals and the Creasy Group will hold the other 30%.

Upon completion of the Creasy Acquisitions, the Company and the Creasy Group will terminate all previously executed agreements pertaining to the Original JV Tenements.

The Company issued 2,582,269 Common Shares to the Creasy Group on September 15, 2020. The Company is required to issue the remaining 8,431 Common Shares to the Creasy group upon receipt of Australian Foreign Investment Review Board approval.

Egina Corporate Activity

On December 16, 2020, the company announced that it had, in conjunction with Sumitomo, completed its earn-in obligations under a binding memorandum of agreement with ASX-listed Essential Metals Limited’s (formerly Pioneer Resources Limited)(“ Essential ”) dated September 17, 2018, and earned a 70% interest in precious metals rights on Essential’s Kangan gold project, comprised of four exploration tenements in the Egina region of Western Australia. Novo considers this area prospective for conglomerate-related gold mineralization.

Karratha Exploration

On December 8, 2020, the Company confirmed delivery of its Steinert KSS mechanical sorter (the “ Steinert Sorter ”) into the port of Fremantle in Perth, Australia, which has since been delivered to Steinert’s test facility. The Steinert Sorter is fundamental to the mechanical sorting trial expected to commence in 2021 on the Comet Well Project and Purdy’s Reward Project within the Karratha Properties, subject to receiving requisite approvals from the Department of Mines, Industry Regulation, and Safety and the Department of Water and Environmental Regulation.

Fiscal 2020

Corporate Activity

On May 8, 2019, the Company announced that all of the 22,727,350 share purchase warrants issued in a private placement which closed on May 4, 2017 had been exercised, raising gross proceeds of $20,454,615.

Beatons Creek Exploration

On November 12, 2019, the Company announced that recently completed tests of Steinert mechanical sorting equipment demonstrated recovery of fine gold nuggets as small as 0.4 mm, a significant step toward a potentially cost-effective “dry and chemical free” means of gold recovery. This mechanical sorting technology, using induction sensors as the primary means utilized to detect small gold particles, adds to the potential processing solutions available to Novo. Fine nugget sorting testwork complements Novo’s recent tests of other technologies including eddy current separation and x-ray transmission mechanical sorting of gold-bearing conglomerate. Novo envisions applying a combination of technologies to process its conglomeratic and lag gravel gold deposits that it is exploring across the Pilbara region, Australia, noting that Beatons Creek, in addition to coarse gold, has significant quantities of very fine gold amenable to conventional CIL gold processing.

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On May 14, 2019, the Company announced that environmental approvals for mining the Beatons Creek Property located in the eastern Pilbara region of Western Australia were granted. Additionally, the final mining lease required to complete the Beatons Creek Property, M46/532, was granted. The grant of this mining lease is important to Novo as it contains some of the highest-grade material and covers some of the planned waste dump footprint. It also means that just under 99% of all ounces recently reporting in the 2019 Resource Estimate are now contained within granted mining leases. All necessary tenure and native title agreements are now in place.

On April 1, 2019, the Company announced the 2019 Resource Estimate for the Beatons Creek Property. The 2019 Resource Estimate incorporates diamond drilling and trench channel sampling conducted in 2018. Additionally, bulk sampling was used to validate a significant portion of the oxide resource. See “ Description of Business – Beatons Creek Property – Summary ” and the 2019 Technical Report, available under the Company’s profile on the SEDAR website at www.sedar.com.

Highlights:

The 2019 Resource Estimate included a 30% increase in tonnes over the 2018 Resource Estimate.
The 2019 Resource Estimate included an increase of 115,000 ounces of gold (+33%) in the Indicated Mineral Resource category (over the 2018 Resource Estimate’s Indicated Mineral Resource) within the open pit.
Recent three-stage gravity recoverable gold test work on the fresh mineralization achieved a gravity recovery in the range of 89-95%.
Mineralization remains open to the north-west and south-west with several areas identified for resource development drilling.

Egina Corporate Activity

On June 28, 2019, the Company announced that it entered into a binding letter of intent with De Grey Mining Ltd. (“ De Grey ”), an ASX-listed entity, in order to significantly broaden its exposure to the goldbearing lag gravel deposits adjacent and believed to be synonymous with the Company’s Egina Properties.

Novo has secured the right to explore De Grey’s tenements for gold-bearing lag gravel deposits for an initial three-year period (the “ Initial Period ”) by paying AUD $1,000,000. Prior to the expiry of the Initial Period, Novo can elect to extend its exploration rights for an additional two years (the “ Second Period ”) by paying an additional AUD $1,000,000. Novo can elect to continue to extend its exploration rights beyond the Second Period in two year increments by paying an additional AUD $1,000,000 per extension period, subject to the successful submission of a mining lease application or De Grey’s waiver of this condition.

De Grey remains the primary tenement holder and will have precedence at all stages of exploration and mining for bedrock mineralization while Novo holds rights for exploration and mining for gold-bearing lag gravel deposits. Certain tenements held by De Grey are excluded, including granted mining and miscellaneous leases, existing De Grey resources with a 300 metre buffer, any future mining leases granted over the existing De Grey resources, De Grey’s conglomerate gold excursion areas, and minor areas of existing gravel rights on De Grey’s tenure which are currently retained by third parties.

On June 7, 2019, the Company announced that it entered into a USD $30,000,000 Farm-In and Joint Venture Agreement (the “ Sumitomo Agreement ”) with Sumitomo Corporation of Tokyo, Japan, and its wholly-owned Australian subsidiary (together, “ Sumitomo ”) in order to advance the Egina Properties.

Pursuant to the Sumitomo Agreement, Sumitomo is entitled to earn, through farm-in arrangements, up to a 40% interest in the Egina Properties by spending up to USD $30,000,000 over three years, with a required minimum of USD $5,000,000 per phase defined by a program and budget. Sumitomo has the right to elect

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not to continue with the farm-in arrangement and, if this right is exercised, it is expected that any amounts advanced under the farm-in arrangement will be converted into Common Shares through a shares for debt settlement at the higher of $2.00 and the minimum price permitted as at the date the right is exercised, subject to receipt of TSXV approval, if required. Any Common Shares issued to Sumitomo pursuant to such a debt settlement will be subject to a twelve-month contractual hold period (inclusive of the required four-month statutory hold period) and orderly sale restrictions. The Sumitomo Agreement also contains a mechanism by which Sumitomo can participate in an expanded project area.

Egina Exploration

In December 2019, the Company announced gold assay results from the sub 1 millimetre fraction of bulk samples taken from its Egina gold project, Pilbara, Australia.

Highlights:

Sub 1 millimetre gold accounted for a weighted average of 0.16 grams per cubic metre for all 26 samples for which complete assays were returned.
For bulk samples collected from within the targeted swale and its margins, sub 1 millimetre gold accounted for a weighted average of 0.17 grams per cubic metre. For bulk samples collected away from the swale, sub 1 millimetre gold accounted for a weighted average of 0.15 grams per cubic metre. These results suggest a fairly consistent background level of sub 1 millimetre gold dispersed throughout gravels at Egina.
Sub 1 millimetre gold accounted for about 15% of total gold in ten bulk samples collected from the swale and its margins. By contrast, sub 1 millimetre gold accounted for about 50% of total gold in 16 bulk samples collected in areas away from the swale.

On July 11, 2019, the Company voluntarily filed the 2020 Egina Technical Report. See “ Description of Business – Egina Properties – Summary ” and the 2020 Egina Technical Report, available under the Company’s profile on the SEDAR website at www.sedar.com.

Karratha Exploration

On July 11, 2019, the Company voluntarily filed the 2019 Karratha Technical Report. See “ Description of Business – Karratha Properties – Summary ” and the 2019 Karratha Technical Report, available under the Company’s profile on the SEDAR website at www.sedar.com.

Fiscal 2019

Egina Corporate Activity

In September 2018, the Company entered into a share purchase agreement whereby the Company acquired 100% of the issued and outstanding shares of Farno-McMahon, an Australian proprietary limited exploration company. Farno-McMahon holds a 100% interest in four key tenements in the Egina region of Western Australia, including two mining leases. One of these (an exploration licence) was subject to an option with respect to a potential joint venture arrangement.

Egina Exploration

Novo completed processing of its first bulk sample of terrace lag gravels at its Egina Properties in midDecember 2018. Approximately 95 cubic metres of pristine lag gravel (density approximately 1.6 tonnes per cubic metre) were excavated from an area in the northeast part of mining lease M47/560. The sample was transported to nearby Station Peak camp for treatment through the Company’s IGR 3000 gravity gold

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plant. The IGR 3000 utilizes Falcon centrifugal concentrators to capture fine and medium sized gold particles and a discharge sluice to capture large nuggets. Multiple fractions of gold generated from this sample are illustrated in Figure 4 below.

A total of 107.88 grams of raw gold were recovered from 95 cubic metres of gravel. Fine gold and small nuggets recovered by Falcon concentrators account for 18.55 grams of the total. A further 49.16 grams were captured in the discharge sluice. One large nugget weighing 40.17 grams[5] was recovered from the oversize pile using a metal detector. X-ray fluorescence analysis of gold nuggets indicates gold purities ranging from 91-93% with silver making up most of the balance.

==> picture [201 x 421] intentionally omitted <==

( Figure 4 : Gold produced from the first bulk sample at the Egina Properties. Top: Fine gold panned from tabled Falcon concentrates. Second row: Small nuggets captured by the Falcon concentrators. Third row: Coarse nuggets captured in discharge sluice. Bottom row: Large gold nugget found when detecting oversize material. In total, 107.88 grams of raw gold were produced from 95 bench cubic metres of gravel. X-ray florescence analysis of gold nuggets indicate gold purities ranging from 91-93% with silver making up most of the balance. Container was zeroed on the scale prior to weighing the gold. Please note that gold mineralization in the above photos is not necessarily representative of the mineralization hosted on the Egina Properties.)

The initial ore sorting concentrates were analyzed via Photon-Assay and were subject to QA/QC and other assay techniques performed by MinAnalytical Laboratory Services Australia in Perth, Australia.

5 The nugget recovered is not necessarily indicative or representative of mineralization at the Egina project.

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Photon-Assay provides a non-destructive chemistry-free approach to gold assay. It bombards samples with high-energy X-rays, causing short-lived excitation of atomic nuclei of targeted elements (e.g., gold). These excited nuclei give off a characteristic signature that can be detected and used to calculate concentration. The analysis is completely non-destructive, and all samples have been retained for further analysis.

Karratha Corporate Activity

In July 2018, the Company announced that it exercised its right of first refusal (the “ Comet Well ROFR ”) to purchase one-half of a 1% net smelter returns royalty (the “ NSR ”) on the Comet Well Project (the “ Comet Well Acquisition ”). The Company exercised its Comet Well ROFR and matched the terms of an offer made by International Prospect Ventures Ltd. to the holder of the NSR (the “ Holder ”). The Comet Well Acquisition, which was subject to the approval of the TSXV, was completed on July 27, 2018.

The consideration payable by the Company to the Holder for the Comet Well Acquisition included $1,750,000 in cash and 138,946 Common Shares.

The Company also agreed to pay the Holder a sub-royalty, in cash or satisfied by the issuance of Novo Common Shares at the Company’s discretion, based on either (i) resource reports being announced by the Company in compliance with either NI 43-101 or the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves for the Comet Well Project, demonstrating Measured Mineral Resources or Indicated Mineral Resources of gold, or a combination thereof (together, the “ Announced Resources ”), or (ii) if there are no Announced Resources but the Comet Well Project is being mined by the Company, gold produced by the Company (“ Mined Resources ”), as follows:

For Announced Resources and/or Mined Resources up to 5,000,000 ounces of gold, Novo will make a payment of $0.50 per ounce; and
For Announced Resources and/or Mined Resources over 5,000,000 ounces of gold, Novo will make a payment of $1.00 per ounce.

If applicable, any sub-royalty will be paid quarterly, and the obligation to pay the sub-royalty expires on the tenth anniversary of the completion date. The sub-royalty is only payable once in respect of Announced Resources that may subsequently become Mined Resources. If a sub-royalty is paid in Common Shares issued by the Company, the issue price will be determined by reference to the VWAP of the Company’s Common Shares for the last 20 trading days of the relevant quarter.

Karratha Exploration

Between November 2018 and January 2019, the Company progressed initial testing of mechanical rock sorting of gold-bearing conglomerate from its Karratha Properties. The potential viability of mechanical rock sorting was tested by subjecting four bulk samples to crushing, screening, and sorting using a TOMRA mechanical rock sorter. Sorted rock concentrates of very small volume were generated returning high gold contents.

In October 2018, the Company announced bulk sample results from its Comet Well Project, part of Novo’s greater Karratha Properties, Western Australia. First round bulk sample results confirm the potential of the basal conglomerates at the Karratha Properties and support Novo’s view of significant prospectivity across its Comet Well Project and Purdy’s Reward Project tenements and, more broadly, the prospectivity of Novo’s 12,000 square kilometre land-holdings across the Pilbara.

The Company also announced that it had voluntarily filed the 2018 Karratha Technical Report prepared pursuant to NI 43-101 for its Karratha Properties.

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DESCRIPTION OF BUSINESS

Novo is a mineral exploration company focused primarily on the exploration and development of gold projects in the Pilbara region of Western Australia. The Company’s present focus is on its 14,000 km[2] land package which include the Company’s flagship property, the Beatons Creek Property, in the Nullagine region of Western Australia with current measured and indicated resources of 457,000 troy ounces of gold and an additional inferred resource of 446,000 troy ounces Au, as well as the Egina and Karratha Properties. The Company plans to aggressively explore and develop its projects with the ultimate goal of developing them into producing projects.

Specialized Skill and Knowledge

The nature of the Company’s business requires specialized skills and knowledge. Such skills and knowledge include the areas of permitting, geology, drilling, engineering, mine planning, metallurgical processing, mine operations, environment compliance, as well as finance and accounting. The Company has been able to locate and retain adequate specialized skills from its employees and consultants to enable it to carry out its operations. The Company uses its best efforts to maintain competitive compensation for its employees.

Competitive Conditions

The precious metal mineral exploration and development business is competitive in all phases of exploration, development and production. The Company competes with a number of other companies that have resources significantly in excess of those of the Company, in the search for and the acquisition of attractive precious metal mineral properties, qualified service providers, labour, equipment and suppliers. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. The ability of the Company to acquire precious metal mineral properties in the future will depend on its ability to develop its present properties and on its ability to select and acquire suitable properties for mineral exploration and development in the future. Factors beyond the control of the Company may affect the Company’s competitive position. See “ Description of Business - Risk Factors ”.

Environmental Protection

The Company’s material properties are located within Australia and are subject to Australian laws and regulations concerning the environment. The Company is required to submit and adhere to environmental plans lodged in relation to all its licence areas. The financial and operational effects of environmental protection requirements on capital expenditures, earnings and the competitive position of the Company are not expected to be material during the current financial year. However, environmental protection requirements may cause additional capital expenditures, reduce earnings and affect the competitive position of the Company in the future.

Employees

As at December 31, 2020, the Company had 69 full-time employees.

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Foreign Operations

The Company’s material projects are located in Australia. Any changes in regulations or shifts in political attitudes in Australia, or other jurisdictions in which the Company has projects from time to time, are beyond the control of the Company and may adversely affect its business. Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to the restrictions on production, export controls, income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people, mine safety and receipt of necessary permits. The effect of these factors cannot be accurately predicted. See “ Description of Business - Risk Factors ”.

Environmental Policies

The Company seeks to conduct its activities in accordance with the highest environmental standards by complying in all material respects with all environmental laws, policies, regulations and plans, conducting extensive ongoing environmental operations, keeping environmental impacts of its operations to a minimum and rectifying or rehabilitating those impacts that necessarily occur as part of its operations. The Company established a Health, Safety, Environment, and Corporate Social Responsibility Committee (the “ HSECSR ”) in March 2018 in furtherance of its commitment to corporate social responsibility, environmentally sound and responsible resource development, and a healthy and safe work environment. The HSECSR oversees the Company’s practices and policies. The HSECSR is comprised of at least three directors, as selected and appointed by the Company’s board of directors, meeting at least once per quarter or more frequently as may circumstances require. In selecting members to serve on the HSECSR, the Company’s board of directors considers breadth of industry or relevant country experience and knowledge regarding health, safety, community, and environmental issues relating to the Company’s operations.

The Company has also adopted a statement which is provided to all Company representatives and outlines its commitment to sound environmental management practices and the minimization of environmental impacts from its operations. The Company’s objective is to develop the culture, protocols and procedures to maintain the integrity of the environment associated with its operation. To achieve this objective the Company:

Applies a systematic approach to identifying environmental risks and employs practices that minimize environmental impact and prevent environmental harm;
Complies with regulatory and ethical standards on a sustainable basis;
Develops workforce awareness of sound environmental practices and promotes a positive personal attitude to the environment by providing information and training;
Communicates and consults with stakeholders; and
Continuously improves through ongoing assessment of the Company’s environmental performance.

Risk Factors

The operations of the Company are subject to significant uncertainty due to the high-risk nature of its business, which is the exploration, development and operation of mining properties. The following risk factors could materially affect the Company’s financial condition and/or future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Dependence on Future Financing

Although the Company believes that it currently has sufficient funding to restart the production

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infrastructure of Millennium and its planned operations at its Beatons Creek Properties and other properties, there can be no assurance that the Company will have the funds required to carry out all of its business plans or that those expenditures will prove profitable. Obtaining additional financing would be subject to a number of factors, including market prices for minerals and commodities, investor acceptance of the Company’s properties and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to the Company. The most likely source of future funds presently available to the Company is through equity or debt financings. Any sale of share capital will result in dilution to existing shareholders.

Dependence on Key Management Personnel

The Company is dependent upon a number of key management personnel. The Company’s ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals. As the Company’s business grows, it will require additional key financial, administrative, mining, marketing and public relations personnel as well as additional staff for operations. The Company faces intense competition for qualified personnel, and there can be no assurance that the Company will be able to attract and retain such personnel. The loss of the services of one or more key employees or consultants or the failure to attract and retain new personnel could have a material adverse effect on the Company’s ability to manage and expand the Company’s business.

COVID-19

The COVID-19 outbreak was declared a pandemic by the World Health Organization on March 11, 2020.

Other than an approximate six-week suspension of exploration activities, the Company has not experienced a significant impact on its business to date; however, there is no assurance that this will continue given the ongoing global situation. The outbreak and the response of various governments in dealing with the pandemic is interfering with general activity levels within the community, the economy and financial markets worldwide, including the Company’s operations and the operations of the companies in which the Company has invested. Restrictions on travel and the limited ability to have meetings with personnel, vendors and service providers may have an adverse effect on the Company’s operations. The scale and duration of these developments remain uncertain as at the date of this AIF, but they may have an impact on the Company’s future cash flows. The Company notes that the value of certain assets, in particular the fair value of marketable securities recorded in the statement of financial position in the Company’s consolidated financial statements for Transition Fiscal 2020, determined by reference to fair or market values at December 31, 2020, may have materially changed by the date of this AIF.

The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. It is not possible to estimate the impact of the outbreak’s near-term and longer-term effects or governments’ varying efforts to combat the outbreak and support businesses. There can be no assurance that conditions in the global financial markets will not continue to deteriorate as a result of the pandemic, or that the Company’s access to capital and other sources of funding will not become constrained, all of which could adversely affect the availability and terms of any future financings the Company undertakes.

Risks Related to the Credit Facility and Indebtedness

The Credit Facility has usual and customary covenants to keep the facility in good standing, including, but not limited to, repayment of the principal advanced thereunder and accrued interest, maintenance and provision of regular and up-to-date financial reports, compliance with all applicable laws and applicable securities legislation, obligation to provide notice of material events, and obligation to maintain secured assets and insurance thereon. The Credit Facility also contains restrictive covenants that will limit the

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Company’s ability to engage in activities that may be in the Company’s long-term best interest. If the Company defaults in respect of its obligations under the Credit Facility, it may lose the shares of certain of its international subsidiaries (which are pledged as collateral under the Credit Facility) and other property securing its obligations under the Credit Facility, which would have a material effect on the Company’s operations. The Company has currently drawn down on the first tranche under the Credit Facility. To the extent the Company draws down the additional amounts under the second tranche or incurs other additional debt, the risks related to the Company’s indebtedness could increase.

The Company's level of indebtedness and the terms thereof will have several important effects on its future operations, including, without limitation, that it:

will require the Company to dedicate a portion of its cash flow from operations, if any, and under the terms of the Credit Facility other proceeds from divestitures, financings and insurance claims, to the payment of principal and interest on the Company's outstanding indebtedness, thereby reducing the funds available to it for operations and any future business opportunities;
could increase the Company's vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
could decrease the Company’s flexibility in planning for and reacting to changes in the industry in which it competes and place the Company at a disadvantage compared to other, less leveraged competitors; and
depending on the levels of its outstanding debt, could increase the Company’s cost of borrowing and/or limit the Company's ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes or require the Company to make other divestitures.

The Company's ability to make payments of principal and interest on its indebtedness depends upon the Company's financial condition, operating performance and expected future revenues, will be subject to prevailing economic conditions, competitive conditions, changes in the applicable interest rate, industry cycles and financial, business, legislative, regulatory and other factors affecting its operations, many of which are beyond the Company's control. If the Company's revenues are insufficient to, or the Company cannot raise sufficient funds to, meet its debt service and other obligations in the future, the Company could face substantial liquidity problems and may be required, among other things, to:

reduce or delay investments and other capital expenditures;
obtain additional financing in the debt or equity markets;
refinance or restructure all or a portion of its indebtedness; and/or
sell selected assets.

The Company cannot provide assurance that such measures will be sufficient to enable the Company to service its debt. In addition, any such financing, refinancing or sale of assets might not be available on economically favourable terms or at all. Any of the foregoing may have a material and adverse effect on the Company’s financial condition and results of operations.

Obligations as a Public Company

The Company’s business is subject to evolving corporate governance and public disclosure regulations that may from time to time increase both the Company’s compliance costs and the risk of non-compliance, which could adversely impact the price of the Common Shares.

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The Company is subject to changing securities laws and to rules and regulations promulgated by a number of governmental and self-regulated organizations having jurisdiction over the Company, including, but not limited to, the TSX and the International Accounting Standards Board. These laws and regulations continue to evolve in scope and complexity creating many new requirements. The Company’s efforts to comply with the same could result in increased general and administration expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Acquisitions and Integration

From time to time, the Company examines opportunities to acquire additional assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Company’s ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. In the event that the Company chooses to raise debt capital to finance any such acquisition, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisition, existing shareholders may experience dilution. Alternatively, the Company may choose to finance any such acquisition with its existing resources. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

On September 7, 2020, the Company completed the acquisition of Millennium (the “ Acquisition ”) which involves the integration of a corporation that previously operated independently, and such integration is still in the early stages. An important factor in the success of the Acquisition will be the ability of the new management team to integrate all or part of any operations, systems, technologies and continuing personnel of Millennium and to realize the anticipated opportunities and synergies. There can be no assurance that the business integration will be successful initially or on the timeline anticipated by the Company. While the Company conducted due diligence on Millennium and its operations, there are risks inherent in any acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of Millennium which could materially and adversely affect the Company’s financial performance and results of operations. The success of the Acquisition will depend, in part, on the ability of the Company to realize the anticipated benefits, including cost savings and operational efficiencies, specifically in successfully achieving restart of infrastructure held by Millennium and acquired via the Acquisition and utilizing such project infrastructure in connection with the Beatons Creek Project, which cannot be assured. There can be no assurance that the Company and Millennium will not incur additional material costs in subsequent quarters to reflect additional costs associated with the Acquisition or that that the benefits expected from the Acquisition will be realized.

Market Price of Securities

Over the last several years, junior securities markets have experienced a high level of price and volume volatility, and the market price of securities of many resource companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments locally and globally and market perceptions of

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the attractiveness of particular industries. There can be no assurance that continued fluctuations in mineral prices will not occur.

As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the Company’s long-term value. In the past, following periods of volatility in the market price of a company’s securities, shareholders have instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial cost and diversion of management attention and resources, which could significantly harm profitability and the reputation of the Company.

The Speculative Nature of the Exploration of Natural Resource Properties

While the discovery of a commercially viable ore body may result in substantial rewards, few mineral properties that are explored are ultimately developed into producing mines. There is no assurance that any of the claims the Company will explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a speculative venture involving substantial risk. Even a combination of careful evaluation, experience and knowledge may not eliminate such risk. Hazards such as unusual or unexpected geological formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability of the Company to obtain suitable machinery, equipment or labour are all risks involved with the conduct of exploration programs and the operation of mines. While appropriate precautions to mitigate these risks h a v e b e e n t a k e n o r are planned to be taken, operations are subject to hazards such as equipment failure or failure of structures which may result in environmental pollution and consequent liability. Even though the Company intends to maintain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.

Reclamation Costs

In the context of environmental permits, including the approval of reclamation plans, the Company must comply with standards, laws and regulations that may entail costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the regulatory authority. The reclamation liability on any of the Company’s properties will be calculated based on current laws and regulations and the expected future costs to be incurred in reclaiming, restoring and closing its exploration or operating mine sites. The Company may incur costs associated with reclamation activities, which may materially exceed the provisions established by the Company for the activities. In addition, possible additional future regulatory requirements may require additional reclamation requirements creating uncertainties related to future reclamation costs. Should the Company be unable to post required financial assurance related to an environmental remediation obligation, the Company might be prohibited from starting planned operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect. Furthermore, changes to the amount of financial assurance that the Company is required to post, as well as the nature of the collateral to be provided, could significantly increase the Company’s costs, making the maintenance and development of new mines less economically feasible.

Although Millennium has currently made provisions for certain of its reclamation obligations and the Company is assessing provisions for the reclamation obligations of its other subsidiaries, there is no assurance that these provisions will be adequate in the future. The provision required is expected to increase significantly through negotiation with regulatory authorities as the Beatons Creek Properties advance through permitting. There can be no guarantee that the Company will have sufficient capital resources to

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cover the costs of reclamation when they become due and payable.

The Company is currently engaged in discussions with the Department of Mines, Industry Regulation, and Safety and the Department of Water and Environmental Regulation, in Western Australia, with respect to its closure plan for the Beatons Creek Project, to account for any future changes to the site through construction and ultimately through production. This amount has not yet been determined as at the date hereof. Failure to provide regulatory authorities with the required information could potentially result in the closure of the Company’s operations, which could result in a material adverse effect on its operating results and financial condition.

Nature and Climatic Conditions

The Company has properties located in Western Australia, Australia. Typically, the Western Australian’s tropical wet season is from the end of November to the end of March. During the wet season, the properties may be subject to unpredictable weather conditions such as cyclones, heavy rains, strong winds and flash flooding. The Company has undertaken several steps to minimize the effects of the wet season on its operations including planning exploration and mining activities around the wet season. Nonetheless, no assurance can be given that the unpredictable weather conditions will not adversely affect exploration activities. In particular, bulk sampling and exploration activities may be suspended due to poor ground conditions.

Information Technology

The Company is reliant on the continuous and uninterrupted operations of its information technology (“ IT ”) systems. User access and security of all IT systems are critical elements to the operations of the Company. The Company’s operations depend, in part, on how well the Company and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect the reputation, operations or financial performance of the Company.

The Company’s IT systems could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions on the part of the Company’s employees or vendors. A cyber security incident resulting in a security breach or failure to identify a security threat, could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs.

Although, to date, the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that it will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

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Insurance and Uninsured Risks

The Company’s business is subject to a number of risks and hazards generally, including: adverse environmental conditions; industrial accidents; unusual or unexpected geological conditions; ground failures; changes in the regulatory environment; and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties, personal injury or death, environmental damage to the Company’s properties or the properties of others, monetary losses and possible legal liability.

The businesses and properties of the Company are insured against loss or damage, subject to a number of limitations and qualifications. Such insurance will not cover all the potential risks associated with an exploration company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration is not generally available to the Company or to other companies in the exploration industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards that it may not be insured against or that the Company may elect not to insure against because of premium costs or other reasons. The Company may suffer a material adverse effect on its business, results of operations, and financial position if it incurs a material loss related to any significant event that is not covered, or adequately covered, by its insurance policies.

Dependence on Principal Exploration Stage Projects

The operations of the Company are currently dependent upon the Egina, Karratha, and Beatons Creek Projects. These projects may never develop into commercially viable ore bodies, which would have a material adverse effect on the Company’s potential mineral resource production, profitability, financial performance and results of operation.

Previous Work on the Egina, Beatons Creek, and Karratha Properties May Give Rise to Environmental Liabilities

There can be no assurance that historic (prior to the Company’s ownership) activities on the Egina, Beatons Creek, and Karratha Properties, as well as on tenements held by Millennium, were conducted in full compliance with the various government and environmental regulations required under the Australian mining regime. To the extent that any of the activities were not in compliance with applicable environmental laws, regulations and permitting requirements, enforcement actions thereunder, including orders of regulatory or judicial authorities, may be taken against the Company as a result of its interest in the Egina, Beatons Creek, and Karratha Properties, and on tenements held by Millennium. Any such actions or orders may cause increases in expenses, capital expenditures or production costs or reduction in levels of production, or require abandonment or delays.

Negative Operating Cashflow

The Company has incurred losses since inception and expects to continue to incur losses as it proceeds with exploration and development of its mineral properties. The Company’s efforts to date have been focused on acquiring and exploring its mineral properties. These properties are in the exploration stage and do not have mineral reserves. The Company does not anticipate that it will earn any revenue from operations or other means unless and until at least one of its properties is placed into production or is sold to a third party. It is possible that neither of these events will occur.

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Uncertainty in Global Markets and Economic Conditions

There remains considerable volatility in global markets and economic conditions together with the volatility in the price of gold. This continues to generate uncertainty for the mining sector worldwide and there has been a decrease in access to capital for exploration and development activities.

As discussed above, the Company has and will continue to rely on the capital markets for necessary capital expenditures. As a result, the business, financial condition and operations of the Company could be adversely affected by: (i) continued disruption and volatility in financial markets; (ii) continued capital and liquidity concerns regarding financial institutions generally and hindering the Company’s counterparties specifically; (iii) limitations resulting from governmental action in an effort to stabilize or provide additional regulation of the financial system; or (iv) recessionary conditions that are deeper or last longer than currently anticipated.

Price of Gold

The Company’s profitability and long-term viability depend, in large part, upon the market price of gold. Metal prices fluctuate widely and are affected by numerous factors beyond the Company’s control, including global and regional supply and demand for industrial products containing metals generally; changes in global or regional investment or consumption patterns; increased production due to new mine developments and improved mining and production methods; decreased production due to mine closures; interest rates and interest rate expectation; expectations with respect to the rate of inflation or deflation; currency rate fluctuations; availability and costs of metal substitutes; global or regional political or economic conditions; and sales by central banks, holders, speculators and other producers of metals in response to any of the above factors.

There can be no assurance that metal prices will remain at current levels or that such prices will improve. A decrease in the market prices could adversely affect the profitability of the Company’s existing mines and projects as well as its ability to finance the exploration and development of additional properties, which would have a material adverse effect on the Company’s results of operations, cash flows and financial position. A decline in metal prices may require the Company to write-down mineral resource estimates (or mineral reserve estimates if ever established in the future), which could result in material write-downs of investments in mining properties. Further, if revenue from metal sales declines, the Company may experience liquidity difficulties. Its cash flow from mining operations may be insufficient to meet its operating needs, and as a result the Company could be forced to discontinue production and could lose its interest in, or be forced to sell, some or all of its properties.

Joint Ventures

The Company is and will be subject to the risks normally associated with the conduct of joint ventures, which include disagreements as to how to develop, operate and finance a project, inequality of bargaining power, incompatible strategic and economic objectives and possible litigation between the participants regarding joint venture matters. These matters may have an adverse effect on the Company’s ability to realize the full economic benefits of its interest in the property that is the subject of a joint venture, which could affect its results of operations and financial condition as well as the price of the Company’s Common Shares.

Permits

The Company’s current and anticipated future operations, including further exploration and development activities and commencement of production on the Company’s properties, require permits from various governmental authorities. Delays or a failure to obtain such permits, or a failure to comply with the terms

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of any such permits, including the amount and timing of financial assurance obligations required, could have a material adverse impact on the Company. Any changes or delays to the Egina, Beatons Creek, and Karratha Properties will cause the Company additional expense. There can be no assurance that any such additional permits that the Company requires will be obtainable on reasonable terms, or at all. Further, there may be appeals of issued permits which may delay and/or prevent construction or operation during the appeal process and there can be no assurance that an appeal would be resolved in a timely manner or in the Company’s favour.

Danger of Exploration and Development Activities

Exploration and development activities involve various types of risks and hazards, including:

environmental hazards;
industrial accidents;
metallurgical and other processing problems;
unusual or unexpected rock formations;
structural cave-ins or slides;
flooding and fires; and
periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in damage to, or destruction of, mineral properties or other properties; personal injury; environmental damage; delays in activities; monetary losses; and possible legal liability. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available to the Company or to other companies within the mining industry. The Company may suffer a material adverse impact on its business if it incurs losses related to any significant events that are not covered by its insurance policies.

Exploration and Mining Tenements May be Subject to Forfeiture

The Australian title registration system provides for application for forfeiture of exploration and mining licences where there is, or has been, non-compliance with the prescribed royalties, rents or expenditure conditions. Forfeiture may occur in one of a number of ways. A third party may file a plaint (an application for forfeiture) with the mining warden, who may (in the case of prospecting or miscellaneous licences) elect to forfeit the tenement or impose a fine not exceeding AUD $10,000 for non-compliance with expenditure conditions and not exceeding AUD $50,000 in any other case, or (in the case of exploration licences, mining and general purpose leases) make a recommendation to the Minister for Mines and Petroleum; Energy; Industrial Relations (the “ Minister ”) for or against forfeiture.

In the latter case, the Minister may decide to forfeit the tenement, impose a fine not exceeding AUD $50,000 per tenement, or impose no penalty. A tenement may not be forfeited or recommended for forfeiture unless non-compliance is of sufficient gravity to justify forfeiture. Alternatively, the Minister may himself institute forfeiture measures where non-compliance has occurred (or impose a fine not exceeding AUD $50,000 per tenement which, if unpaid, results in deemed forfeiture).

Uncertainty in the Estimation of Mineral Resources and Mineral Reserves

Mineral resources that are not mineral reserves do not have demonstrated economic viability. The Company’s publicly disclosed mineral resource figures contained in this AIF are estimates only and no assurance can be given that these will ever be upgraded to higher categories of mineral resources or to mineral reserves. Even if mineral reserves are established in the future, there is no assurance that the

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anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves will be mined or processed profitably. Actual mineral resources may not conform to geological, metallurgical or other expectations, and the volume and grade of mineralized material recovered may differ from estimated levels. There are numerous uncertainties inherent in estimating mineral resources and mineral reserves, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral resource or mineral reserve estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the mineral reserves, such as the need for orderly development of the mineralized material or the processing of new or different mineralized material grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Lower market prices, increased production costs, reduced recovery rates and other factors may result in a revision of mineral resource estimates from time to time or may render the Company’s mineral resource uneconomic to exploit. Mineral resource data is not indicative of future results of operations. If the Company’s actual mineral resources (and mineral reserves if ever established in the future) are less than current estimates or if the Company fails to develop its mineral resource base through the realization of identified mineralized potential, its results of operations or financial condition may be materially and adversely affected. Evaluation of mineral resources occurs from time to time and estimates of mineral resources (and mineral reserves if ever established in the future) may change depending on further geological interpretation, drilling results and metal prices, which could have a negative effect on the Company’s operations. The category of inferred mineral resource is the least reliable mineral resource category and is subject to the most variability. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to an indicated or measured mineral resource category as a result of continued exploration. There is no certainty that any mineral resources (or mineral reserves, if any) identified on any of the Company’s properties will in fact be realized or will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Until a deposit is actually mined and processed, the quantity of mineral resources (or mineral reserves, if any) and grade must be considered as estimates only and the Company may ultimately never realize production on any of its properties.

Government Regulation

The Company’s business, mining operations and exploration and development activities are subject to extensive federal, territorial and local laws and regulations governing exploration, development, production, exports, taxes, labour standards, waste disposal, protection of the environment, reclamation, historic and cultural resource preservation, mine safety and occupational health, control of toxic substances, reporting and other matters. Although the Company believes that its exploration activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted and existing rules and regulations may be applied in a manner that could limit or curtail production or development of the Company’s properties. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a material adverse effect on the Company’s business, financial condition and results of operations.

Community Relations

The Company’s relationships with the communities in which it operates and other stakeholders are critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of exploration activities on the environment and on communities impacted by such activities. Publicity adverse to the Company, its operations or extractive industries generally, could have an adverse effect on the Company and may impact

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relationships with the communities in which the Company operates and other stakeholders. While the Company is committed to operating in a socially responsible manner, there can be no assurance that its efforts in this respect will mitigate this potential risk. Further, damage to the Company’s reputation can be the result of the perceived or actual occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easy for individuals and groups to communicate and share opinions and views in regards to the Company and its activities, whether true or not. While the Company strives to uphold and maintain a positive image and reputation, the Company does not ultimately have control over how it is perceived by others. Reputation loss may lead to increased challenges in developing, maintaining community relations and advancing its projects and decreased investor confidence, all of which may have a material adverse impact on the financial performance and growth of the Company.

Native Title and Aboriginal Heritage

Native title claims and Aboriginal heritage issues may affect the ability of the Company to pursue exploration, development and mining on Australian properties. The resolution of native title and Aboriginal heritage issues is an integral part of exploration and mining operations in Australia and the Company is committed to managing any issues that may arise effectively. However, in view of the inherent legal and factual uncertainties relating to such issues, no assurance can be given that material adverse consequences will not arise.

Competition

The mining industry is intensely competitive in all of its phases and the Company competes with many companies possessing greater financial and technical resources than itself. Competition in the precious metals mining industry is primarily for mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but also conduct refining and marketing operations on a global basis. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. Existing or future competition in the mining industry could materially adversely affect the Company’s prospects for mineral exploration and success in the future.

Currency Fluctuations

Currency fluctuations may affect the Company’s capital costs and the costs that the Company incurs at its operations. Gold is sold throughout the world based principally on a United States dollar price, but most of the Company’s operating and capital expenses are incurred in Australian and Canadian dollars. Changes in these foreign currencies could materially and adversely affect the Company’s profitability, results of operations and financial position.

Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Legal proceedings may arise from time to time in the course of the Company’s business. Such litigation may be brought against the Company or one or more of its subsidiaries in the future from time to time or the Company or one or more of its subsidiaries may be subject to another form of litigation. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. As of the date hereof, no claims have been brought against the Company, nor has the Company received an indication that any claims are forthcoming. However, due to the inherent uncertainty of the litigation

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process, should a claim be brought against the Company, the process of defending such claims could take away from management time and effort and the resolution of any particular legal proceeding to which the Company or one or more of its subsidiaries may become subject could have a material adverse effect on the Company’s financial position and results of operations.

Enforcement of Civil Liabilities.

Substantially all of the Company’s assets are located outside of Canada and certain of the directors and officers of the Company are or may be resident outside of Canada. As a result, it may be difficult or impossible to enforce judgments granted by a court in Canada against the assets of the Company or the Company’s directors and officers residing outside of Canada.

No Cash Dividends on Common Shares.

Shareholders should not anticipate receiving cash dividends on the Common Shares. The Company has never declared or paid any cash dividends or distributions on the Common Shares. It is currently expected that the Company will retain future earnings, if any, to support operations and to finance explorations and therefore not pay any cash dividends on the Common Shares in the foreseeable future.

Conflicts of Interest

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. The Company expects that any decision made by any of such directors and officers involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders, but there can be no assurance in this regard. In addition, each of the Company’s directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest or which are governed by the procedures set forth in the Business Corporations Act (British Columbia) and any other applicable law.

Beatons Creek Property

The information that follows relating to the Beatons Creek Property is an extract from the 2019 Beatons Creek Technical Report. The summary that follows is a direct and exact reproduction of the summary contained in the 2019 Beatons Creek Technical Report, without material modification or revision, and all defined terms used in the summary have the meanings ascribed to them in the 2019 Beatons Creek Technical Report. The complete 2019 Beatons Creek Technical Report is incorporated by reference into this AIF.

The following summary is subject to all the assumptions, qualifications and exclusions set out in the 2019 Beatons Creek Technical Report and is qualified in its entirety with reference to the full text of the 2019 Beatons Creek Technical Report, which has been filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Company’s profile on SEDAR at www.sedar.com.

Summary

This amended and restated technical report (the “Technical Report”) has been prepared by Novo Resources Corporation (“Novo”) for the Beatons Creek conglomerate gold project held by Beatons Creek Gold Pty Ltd and Grant’s Hill Gold Pty Ltd, two wholly-owned Australian subsidiaries of Novo.

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The content of this report is based on exploration and drilling data collected by Novo and the results of a Mineral Resources estimate utilizing data collected at the Beatons Creek gold project. An updated Mineral Resource estimate for the Beatons Creek gold project has resulted in an Indicated Mineral Resource of 457,000 oz Au and an Inferred Mineral Resource of 446,000 oz Au (refer to Table 1 below).

Table 1. Total Mineral Resources (oxide and fresh mineralization; open pit and underground).

Classification	Cut-off Grade (g/t Au)	Tonnes (t)	Grade (g/t Au)	Ounces Troy Au
Indicated	0.5	6,645,000	2.1	457,000
Inferred	0.5, 3.5	4,295,000	3.2	446,000

This Technical Report is an update based on a previous work by Tetra Tech (2015 and 2018); it includes parts of text and descriptions that have not changed.

Location, Property Description and Ownership

The Beatons Creek gold project is in the East Pilbara Shire, between the major regional centers of Newman and Port Hedland, in the northwestern part of Western Australia, (refer to Figure 5 below). The project area is situated west of the town of Nullagine (population c. 200, at 1,364 km north-northeast of Perth). By road, Nullagine is 296 km southeast of Port Hedland and nearly 170 km north of Newman.

The Beatons Creek project consists of auriferous conglomerate reefs hosted by the Hamersley Basin of late Archaean-Paleoproterozoic age within the East Pilbara granite-greenstone terrain of the Early to Late Archaean Pilbara Craton on the northwestern part of Western Australia. The auriferous conglomerates of the Beatons Creek Gold Project are hosted by the Lower Fortescue Group sedimentary sequence. The auriferous conglomerates of the Beatons Creek Gold Project occur at different stratigraphic levels in the Fortescue Group within the Nullagine sub-basin, occurring in the mid-to-upper parts of the Hardey Formation.

The project area is held by 20 granted and predominantly contiguous tenements totaling 166.3 km²; the tenements include Exploration and Prospecting Licences held by Creasy Group (12); by Grant’s Hill Gold Pty (5), and Beatons Creek Gold Pty Ltd (3 Mining Leases) for durations of 5, 8 and 21 renewal years. One of the Prospecting Licences in the north-western corner of the project is currently pending approval for transition to Mining Lease. The property is located near a privately-owned railroad used to transport iron ore from Newman to Port Hedland.

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(Figure 5 : Location map. )

Geology and Mineralization

Gold mineralization occurs within the Beatons Creek conglomerate member of the Hardey Sandstone formation, which constitutes part of the Fortescue Group (MacLeod and others, 1963). Gold is present as fine (<100 µm) to coarse (<100 µm) particles within the matrix of multiple, narrow stacked and unclassified ferruginous-conglomeritic reef horizons, which are interbedded with un-mineralized conglomerate, sandstones and grits with minor intercalations of shale, mudstone, siltstone and tuffs. The mineralization lateral extent has been identified as ranging up to 2 km.

Gold occurs as free particles up to several millimeters across within the ferruginous matrix of mineralized conglomerates and is closely associated with detrital pyrite and authigenic nodules (2–65 mm in diameter), which are locally referred to as “buckshot” pyrite.

A number of gold-bearing conglomerates have been identified at several stratigraphic levels, from surface to approximately 70 m in depth within the Fortescue Group in the Nullagine sub-basin. Auriferous conglomerates at the Beatons Creek gold project occur in the mid-to-upper part of the Hardey Formation.

Exploration, Drilling, Sampling and QA/QC

Exploration by Novo Resources consists of surface geologic mapping, trench (or costean) chip-channel sampling of outcrops and shallow depths, diamond core drilling and extensive reverse circulation (RC) drilling conducted from 2011 to 2018. Historical exploration activities include geochemical and geophysical surveys, geologic mapping, and drilling by various operators between 1968 and 2007. It also includes a bulk sampling programme undertaken in 2018.

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Mineral Resources were estimated from 3,909 samples, sourced from 2,422 samples from reverse circulation holes, 302 samples from diamond core holes, and 1,185 trench ‘channel’ samples. The majority of assays used for the estimate were determined using the LeachWELL (cyanide leaching) technique, with the 2018 diamond drilling and trench programs also analysing the LeachWELL residues by fire assay.

RC drilling from the 2013 and 2017 programmes were not included in the resource estimate as these displayed highly variable recoveries. During 2013 there was no dust suppressor in use, and in 2017 the excessive use of high pressure compressed air may have resulted in excessive dust loss.

The sample preparation, analyses and security procedures implemented by SGS, MinAnalytical and Intertek in Western Australia meet standard practices and are monitored using control samples. The data collected is acceptable and of adequate quality and reliability to support the estimation of mineral resources.

Mineral Processing and Metallurgical Testing

There has been limited comminution testwork conducted on oxide mineralization samples from Beatons Creek with results for six samples giving an average crushing work index value of 7.4 kWh/t, average Bond rod mill work index is 12.4 kWh/t and an average Bond ball mill work index is 14.2 kWh/t. Oxide A*b values range from 75.9 to 104.8 with an average of 86.7 and the average Bond abrasion Index is 0.26. A significant quantity of gold recovery testwork exists on Beatons Creek oxide material, but it is difficult to collate the data into a single congruent dataset with comparable recovery results due to the various different test methods. A typical overall recovery would be 94.6% with a gravity recovery of about 67.3% for the pre-2018 bulk sample results.

Six HQ diamond drill holes were drilled in 2018 to provide fresh mineralization samples for metallurgical testwork at Grants Hill and South Hill. At the date of this report, the Grants Hill testwork was complete, with South Hill testwork in progress. Comminution testwork shows fresh material is competent with an average Bond ball mill work index for Grants Hill of 18.8 kWh/t. SMC test data indicates that the fresh mineralisation is moderately competent with an average A*b of 47.8 and a range of 38.0 (hard) to 56.6 (soft). Testwork also shows that the fresh mineralisation is abrasive with an average of 0.26. Overall threestage gravity recoverable gold (“GRG”) test recovery was high at 94.6% and 89.0% for the M1 and M2 composites respectively. The recovery by size and stage data indicates that both the Grants Hill composites have a high percentage of coarse gold with 79.4% of the gold recovered in the plus 150 µm fractions for M1 and 67.9% of the gold recovered in the plus 150 µm fractions for M2. The test data suggests that the Grants Hill fresh mineralisation is amenable to gravity recovery and that high-plant gravity gold recovery (50% to 80% of the GRG) can be expected from a well-designed and operated process plant. The kinetic leach results for the Grants Hill composites indicates relatively fast leach kinetics with a minor impact of grind size on leach extraction. The average 24 hour leach extraction for all six tests (regardless of grind size) was 93.3%. The results indicate a slight reduction in the gold concentration in solution over the leach profile and therefore the potential for pre-robbing cannot be ruled out.

Mineral Resource Estimation

Oxide and Fresh and open pit versus underground Mineral Resources have been estimated by multi-pass ordinary kriging of top-cut drillholes and channel samples. The Indicated and Inferred Mineral Resources are given in Table 2 below.

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Table 2. Total Mineral Resources (oxide and fresh mineralization; open pit and underground). Open Pit Mineral Resources (oxide and fresh mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	(g/t Au)		(g/t Au)
Indicated	0.5	6,645,000	2.1	457,000
Inferred	0.5	3,410,000	2.7	294,000

Open Pit Mineral Resources (oxide mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	(g/t Au)		(g/t Au)
Indicated	0.5	4,500,000	1.9	272,000
Inferred	0.5	765,000	1.8	44,000

Open Pit Mineral Resources (fresh mineralization)

	Cut-off Grade	Tonnes	Grade	Ounces Troy Au
Classification	(g/t Au)		(g/t Au)
Indicated	0.5	2,145,000	2.7	185,000
Inferred	0.5	2,645,000	2.9	250,000
Underground Mineral Resources (fresh mineralization)
Classification	Cut-off Grade (g/t Au)	Tonnes	Grade (g/t Au)	Ounces Troy Au
Inferred	3.5	885,000	5.3	152,000

Total Mineral Resources (oxide and fresh mineralization; open pit and underground)

Classification	Cut-off Grade (g/t Au)	Tonnes	Grade (g/t Au)	Ounces Troy Au
Indicated	0.5	6,645,000	2.1	457,000
Inferred	0.5, 3.5	4,295,000	3.2	446,000

Notes:

Open pit Mineral Resources contain oxide and fresh mineralization within an optimized shell and constrained within a mineralized wireframe. A cut-off grade of 0.5 g/t Au was applied.
An optimized Whittle pit shell was estimated with the following indicative parameters:
(a) USD $1,311 (AUD $1,850) / troy ounce;
(b) Metallurgical recoveries of 95% oxide and 90% fresh;
(c) SGs applied: Oxide 2.40 t/m3 and fresh 2.85 t/m3 based on measurements taken on drill core;
(d) USD $2.40 / tonne mining cost for oxide and USD $3.68 / tonne for fresh;
(e) USD $17.00 / tonne oxide and USD $19.00 / tonne fresh processing cost; and
(f) USD $3.00 / tonne general and administrative costs.
Underground Mineral Resources contain fresh mineralization outside the optimized shell. Underground resources are constrained to discrete areas of contiguous mineralization. NB: cut-off grade for underground resource has been increased from 2 g/t Au to 3.5 g/t Au for the 2019 resource estimate.
Columns may not total due to rounding.

Mineral Resources were estimated from 3,909 samples, sourced from 2,422 samples from reverse circulation holes, 302 samples from diamond core holes, and 1,185 trench ‘channel’ samples. Top-cuts were defined for each reef using histograms and probability plots to determine where high-grade distribution tails became erratic and deviated from lognormal. Sampled intervals from all data sources were

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composited to 1 m. Reef wireframes were constructed in Micromine by Novo staff; a summary of their extents are shown in Figure 6 below.

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==> picture [148 x 8] intentionally omitted <==

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

(Figure 6 : Extents of geological wireframes.)
----- End of picture text -----

Composites from oxide and fresh domains for each reef were used for estimation. Resulting block grades are shown in Figure 7 below.

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==> picture [468 x 344] intentionally omitted <==

(Figure 7 : Plan view showing estimated block gold grades in the M1 reef.)

Resource classification was assessed by estimation pass, and included consideration of data type, quality and distribution, and SG measurement availability. Reasonable prospects for eventual economic extraction have been evaluated within a potentially exploitable pit shape and outside of that pit shape. Blocks that fall within the shape defined by Whittle optimisation (Indicated and Inferred Mineral Resources) and were subjected to a 0.5 g/t Au cut-off. Underground Mineral Resources outside of the optimized shell and constrained to discrete areas of contiguous mineralization, and reported at a 3.5 g/t Au cut-off. Estimates have been verified by visual review, swath plots, volume-to-tonnage comparisons and sensitivity analysis.

The terms “Measured Mineral Resource”, “Mineral Resource”, “Mineral Reserve”, “Inferred Mineral Resource” and “Indicated Mineral Resource” have the meanings given in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (CIM, 2014). Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability; it is uncertain if applying economic modifying factors will convert Measured and Indicated Mineral Resources to Mineral Reserves. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues, however, no issues are known at this time. The quantity and grade of reported Inferred Mineral Resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred Mineral Resources as an Indicated or Measured Mineral Resource and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured Mineral Resource category.

Interpretations and Conclusions

Drill hole and trench samples have been collected and analyzed using industry accepted methods and practices, and are of sufficient quality to characterize grade and thickness and to support resource

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estimation.

Given the geological reinterpretation and new estimate presented in this report, it is recommended the project be advanced to a preliminary economic assessment (“PEA”).

Recommendations

Based on the status of the Beatons Creek project, the following recommendations are presented:

Advance the project to a PEA;
Undertake additional diamond core drilling to increase the Inferred Mineral Resource base;
Undertake additional diamond core drilling to uprate Inferred to Indicated Mineral Resources; and
Perform additional metallurgical testwork and waste characterization.

A breakdown of estimated costs for these activities is provided in Section 26 of the 2019 Beatons Creek Technical Report, available under the Company’s profile on the SEDAR website at www.sedar.com.

Egina Properties

The information that follows relating to the Egina Properties is an extract from the 2020 Egina Technical Report. The summary that follows is a direct and exact reproduction of the summary contained in the 2020 Egina Technical Report, without material modification or revision, and all defined terms used in the summary have the meanings ascribed to them in the 2020 Egina Technical Report. The complete 2020 Egina Technical Report is incorporated by reference into this AIF.

The following summary is subject to all the assumptions, qualifications and exclusions set out in the 2020 Egina Technical Report and is qualified in its entirety with reference to the full text of the 2020 Egina Technical Report, which has been filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Company’s profile on SEDAR at www.sedar.com.

Summary

Project Description

This Technical Report is a summary of work undertaken through April 30, 2020 on Novo Resources Corporation’s (“Novo” or the “Company”) Egina project. The Egina project refers to a number of whollyowned tenements and farm-in and joint venture arrangements south of Port Hedland in Western Australia. The Egina project is highly prospective for gold, with coarse gold nuggets having been located at numerous locations on the Novo and joint venture tenements.

Gold is located primarily in shallow Cenozoic gravels. Gold is likely sourced from conglomerate horizons within the Fortescue Formation conglomerates; or from other basement-hosted systems that have eroded away, with the gravels trapped in local depressions and swales.

The effective date of this Technical Report is April 30, 2020. At this date, Novo had carried out extensive non-mechanised costean sampling; mechanised mini-bulk and large bulk sampling, and very-large trench bulk sampling (>700 t and approx. 100 t); reverse circulation (“RC”), water bore percussion and auger drilling, high resolution aerial photography, and ground penetrating radar (“GPR”) at Egina. The large and very-large bulk samples were processed through an IGR 3000 wet plant on site at the Station Peak Mining Lease.

This report includes a summary of Novo’s agreements with various parties and a description of the property

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and the regional and local geology. The trenching, bulk sampling and drilling is described in detail.

There is no Mineral Resource estimate at any of the Egina prospects.

Agreements

The Egina project comprises 16 leases, which include (at the date of the report) two granted Mining Leases, 13 granted Exploration Licences, and one granted Miscellaneous License (the “Egina Project”). These can be subdivided into four groups, namely:

100% Novo Resources tenure;
The De Grey joint venture area;
The Pioneer joint venture area; and
The New Frontier joint venture area.

The Egina Project is also subject to a farm-in and joint venture arrangement with Sumitomo Corporation of Tokyo, Japan, and its wholly-owned Australian subsidiary (together, “Sumitomo”).

On June 7, 2019, the Company announced that it entered into a USD $30 million Farm-In and Joint Venture Agreement (the “Sumitomo Agreement”) with Sumitomo in order to advance the Egina Properties.

Pursuant to the Sumitomo Agreement, Sumitomo is entitled to earn, through farm-in arrangements, up to a 40% interest in the Egina Properties by spending up to USD $30 million (approximately CAD $40.2 million) over three years, with a required minimum of USD $5 million per phase defined by a program and budget (approximately CAD $6.7 million). Sumitomo has the right to elect not to continue with the farmin arrangement and, if this right is exercised, it is expected that any amounts advanced under the farm-in arrangement will be converted into Common Shares through a shares for debt settlement at the higher of CAD $2.00 and the minimum price permitted as at the date the right is exercised, subject to receipt of TSX approval. Any Common Shares issued to Sumitomo pursuant to such a debt settlement will be subject to a twelve-month contractual hold period (inclusive of the required four-month statutory hold period) and orderly sale restrictions. The Sumitomo Agreement also contains a mechanism by which Sumitomo can participate in an expanded project area.

In September 2018, the Company entered into a share purchase agreement whereby the Company acquired 100% of the issued and outstanding shares of Farno-McMahon Pty Ltd (“Farno-McMahon”), an Australian proprietary limited exploration company. Farno-McMahon holds a 100% interest in four key tenements in the Egina region of Western Australia, including two mining leases. One of these (an exploration licence) is subject to a joint venture arrangement with De Grey Mining Ltd.

The Company and one of its Australian subsidiaries also entered into a binding memorandum of agreement with ASX-listed Pioneer Resources Limited in September 2018. Pursuant to the memorandum of agreement, Novo is entitled to earn, via farm-in arrangements, a 70% interest in precious metal rights on four exploration tenements in the Egina region of Western Australia which comprise the Kangan gold project.

In addition to the wholly-owned tenure and various farm-in and joint venture arrangements (which have various private royalty agreements), there is a Western Australian state royalty of 2.5% of the produced gold value applicable to any production from the Egina Project.

Geology and Mineralisation

The Egina project encompasses Archean granite-greenstone terranes of the Pilbara Craton and volcano-

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sedimentary Fortescue Basin cover sequences. The Craton and Basin sequences have subsequently eroded and deposited Cenozoic and Quaternary gravels, sheetwash, colluvium overlain by variable thicknesses of sand.

The Egina gold mineralisation currently being explored by Novo comprises coarse gold (predominantly nuggets) in gravels, deposited within a localised Cenozoic swale at the north-eastern extent of the Egina Mining Lease ML47/560 (denoted the ‘Farno’ area). The gravel is a polymict and poorly sorted material with clasts to cobble size. Clasts include Mallina Formation sandstone and siltstone, and Fortescue Formation conglomerate. Sampling of individual clasts and outcrop of remnant Fortescue Formation suggest that this sequence is a likely source for the gold in the gravel.

The mineralised channel has been mapped and sampled over a length of approximately 1 km and is between 50 m to 200 m wide. The width of the gravels is up to 2 m, and averages about 1 m. Gravels continue east beyond the edge of the Mining Lease, although the bulk of the gold recognised within the channel currently appears defined within a 500 m by 100 m zone.

Mapped unconformities within the Fortescue Formation are used as a primary input for planning exploration programs, although the depositional model also allows for mineralised unconformities that are no longer present. Due to the flat-lying nature of the Fortescue Formation conglomerates, some targets may contain Fortescue clasts with no mappable source remaining. The depositional model effectively assumes gold traveling vertically from eroding Fortescue Formation and being trapped into Cenozoic and / or modern drainage. Basement-hosted gold systems are also considered as a source of gold mineralisation.

Sampling and Assaying

Exploration activities conducted by Novo on the Egina Project have included: mapping, GPR surveys, metal detecting and auger drilling; along with pitting and trenching to collect costean samples (c. 25 kg), minibulk samples (c. 1 t) and large bulk samples (c. 100 t). Mapping and GPR are used to better define targets and allow target ranking.

The costean samples, auger drilling and mini-bulk samples are used as a qualitative test. Due to the gold particle size, these samples are treated as indicative only, with low level gold potentially useable for target ranking, but never utilised as an actual grade estimate. The Mobile Alluvial Knudsen (“MAK”) mini-bulk samples give an indication of fine gold content (< 1 mm) of an area, but are generally too small to represent any coarse gold (> 1 mm) in the system.

Large bulk samples of 100 t or over are the only means to get a quantitative estimate of gravel grade. The bulk samples are processed in full, with sub-samples of the various tails outfall streams to yield both head and recovered grades.

All sample types are collected or supervised by a Novo geologist and captured in a digital database including qualitative and quantitative sample descriptions.

Mineral Resources

No Mineral Resources have been declared for the Egina Project.

Social and Environmental

The Kariyarra Aboriginal Corporation are the sole Native Title Party holders for the greater Egina Project area. Novo and Kariyarra have developed a good working relationship since discussions on heritage agreements and heritage surveys began in November 2018 post the Farno-McMahon Agreement was

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finalised

Two Mining Agreements are in place at the tenements hosting the Station Peak (M47/561) and Egina (M47/560) Project areas and multiple further heritage agreements to permit exploration activities are in place across the regional project area (discussed in detail below). Roughly 19 km[2] of the current project area has been heritage-surveyed and approved for ground disturbing exploration activities such as trenching, and mini- and large bulk sampling.

Novo’s environmental team have completed a preliminary baseline environmental characterisation of the ecological considerations of the Station Peak and Egina tenements in anticipation of expanding environmental studies for an eventual Mining Proposal submission once an economic mining project has been identified.

The characterisation work undertaken included, but was not limited to, the following:

Desktop and field reconnaissance fauna, flora and vegetation survey assessments;
Preliminary geochemical characterization of the ore and waste rock within the project;
Initial hydrogeological assessment for regional groundwater monitoring locations; and
• Initial soils assessment.

Conclusions and Recommendations

Exploration to date has delineated a number of Cenozoic gravel targets containing elevated gold. The main Farno area is now defined over a length of approximately 1 km and is between 50 m to 200 m across assumed strike.

Exploration is focussed on discovering additional gravel targets of similar or better scale and tenor to the Farno area. It will also aim to determine whether Mallina Basin-hosted or Fortescue conglomerate sourced gold can both lead to mineralised Cenozoic gravel targets, and whether a combination of sources is ideal.

Regolith and geology mapping and sampling are on-going to resolve some of these queries and are also used to further prioritise the Egina Project area for follow up testing. Test pits and MAK mini-bulk samples will be utilised to rapidly test the prioritised target areas for the presence of gravels and fine gold. Best delineated targets will be followed by large bulk samples to samples quantify a head and recovered grades.

Proposed work will be similar in nature to that already completed at the Farno area, with bulk sample spacings volumes depending on the gold particle size distribution encountered at each new target area.

Karratha Properties

The information that follows relating to the Karratha Properties is an extract from the 2019 Karratha Technical Report. The summary that follows is a direct and exact reproduction of the summary contained in the 2019 Karratha Technical Report, without material modification or revision, and all defined terms used in the summary have the meanings ascribed to them in the 2019 Karratha Technical Report. The complete 2019 Karratha Technical Report is incorporated by reference into this AIF.

The following summary is subject to all the assumptions, qualifications and exclusions set out in the 2019 Karratha Technical Report and is qualified in its entirety with reference to the full text of the 2019 Karratha Technical Report, which has been filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Company’s profile on SEDAR at www.sedar.com.

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Summary

Project Description

This Technical Report is a summary of work carried out to 30 April 2019 on Novo Resources Corp.’s (Novo’s) Karratha Project. The Karratha Project refers to a number of wholly owned tenements and joint venture and sale and purchase arrangements south of Karratha in Western Australia. The Karratha Project is highly prospective for gold, with coarse gold nuggets having been located at numerous locations on the Novo and joint venture tenements. The gold appears to be located primarily in a series of conglomerate horizons at the base of the Fortescue Formation, where it sits unconformably on the older Archaean basement.

The effective date of this Technical Report is 30 April 2019. At this date Novo had carried out extensive non-mechanised surface sampling, mechanised trenching and bulk sampling and RC water bore, percussion and diamond drilling, high resolution aerial photography, multispectral satellite data commissioning, petrology and geochronology at its Purdy’s Reward and Comet Well project areas.

Novo has drilled 219 PQ (85mm) and HQ (63 mm) diamond drill core holes (132 at Comet Well and 76 at Purdy’s Reward) and 10 large diameter (15 – 17 inch) percussion holes (Purdy’s Reward), from which a total of 5229 samples (1653 PQ core and 294 Percussion samples from Purdy’s Reward, and 3282 PQ core samples from Comet Well) were collected. The percussion samples are not being used for quantitative gold determination. The diamond holes were drilled to test the stratigraphy and define the extent of key conglomerate horizons for incorporation into a 3-D geological model. Due to the coarse nature of the gold, drill hole core samples were not expected to provide representative gold assays, although they have been assayed for gold. Individual core assays returned values up to 89 g/t gold.

Detailed mapping has been carried out over the Comet Well and Purdy’s Reward areas and this, together with the diamond drilling, has helped Novo to establish a generalised mine sequence stratigraphy, including a number of gold-bearing horizons (two at Comet Well and one at Purdy’s Reward), from which both coarse nuggets and fine gold have been obtained.

A total of 228 drum and bulk samples have been collected from 77 trenches and costeans at Purdy’s Reward, and a total of 87 >5t bulk samples from 38 trenches at Comet Well were collected. At the effective Technical Report date, 49 of these had returned preliminary and final gold assay grades, with a maximum (preliminary) bulk sample grade of 10.4 g/t gold.

All sampling from the trenches/costeans was supervised by an independent group of scrutineers who certified and ensured chain of custody for the samples from collection through to delivery at the assay laboratory in Perth.

From February 2018 to the end of the bulk sampling programme, bulk samples were being processed through a facility owned by SGS in Perth, Western Australia. The flowsheet includes crushing, metal detection, gravity concentration and head and tails gold assays.

This Technical Report includes a summary of Novo’s agreements with various parties and a description of the property and the local and regional geology. The trenching, bulk sampling, diamond and percussion drilling is described in detail, along with the details of the scrutineering and chain of custody assurance for the bulk samples.

There has been no Mineral Resource estimate or Mineral Reserve estimate yet calculated on any of the deposits at the Karratha Project. Novo is considering a large scale bulk sampling programme at up to five locations across the Comet Well and Purdy’s Reward areas, which may require the submission of a

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Mineralisation Report to the Western Australian Department of Minerals, Industry, Regulation and Safety as a precursor to the granting of one or more Mining Leases. A draft Mineralisation Report has been generated but not yet submitted. The large scale bulk sampling (up to 100,000 t) will provide a much clearer picture of gold grades which may be realised during a commercial operation.

Agreements

The Karratha Project comprises 47 tenements which include (at the date of the Technical Report) 2 granted Mining Leases, 32 granted Exploration Licences (with another 8 under application), 3 Prospecting Licences and 1 granted Miscellaneous Lease (with another 1 under application). These can be subdivided into a number of groups, namely:

100% Novo Resources tenure
the Artemis joint venture area
the Gardner/Smith joint venture area.

Some of the tenements and joint ventures referred to in a previous version of this Technical Report have been reallocated by Novo to other project areas. This Technical Report focusses on the Purdy’s Reward, Comet Well and immediate surrounding tenements.

The agreement with Artemis Resources Limited (Artemis) was entered into on May 26 2017 as a preliminary binding memorandum of agreement. Novo had the right to farm-in to 50% of the gold rights in Artemis’ current and future tenements within 100 km of Karratha by expending AUD $2 million on exploration within two years of satisfying a number of conditions. Definitive agreements were signed with Artemis on 15 August 2017. On 27 November 2017, Novo reached its AUD $2 million expenditure requirement and sent notice to such effect to Artemis. As such, effective November 27, 2017, the 50:50 joint venture was deemed to have been formed between Karratha Gold (one of Novo’s Australian subsidiaries) and Artemis’ subsidiaries.

Novo has an agreement over the Comet Well leases which is called the Gardner/Smith Novo Joint Venture. The agreement is complex, but essentially Novo has the right to earn an 80% interest in certain tenements relating to the Comet Well project through the provision of a combination of cash and shares and an initial earn-in threshold of AUD $4 million. On 28 May 2018, Novo reached its AUD $4 million requirement and sent notice to such effect to Gardner/Smith.

In addition to the various farm-ins (which have various royalty agreements as described in section 4.6 of the 2019 Karratha Technical Report, available under the Company’s profile on the SEDAR website at www.sedar.com), there is a Western Australian state royalty of 2.5% of the produced gold value applicable to any production from the Karratha Project.

Geology and Mineralisation

Novo’s two main project areas, Purdy’s Reward and Comet Well, have been subject to detailed surface and trench mapping by Novo and its consultants. The key horizons sit at the base of the Mount Roe package, which is the basal sequence of the Fortescue Group. The Mount Roe sequence abuts overlying sedimentary and felsic volcanic rocks of the Hardey Formation, separated at least locally by a faulted contact. Felsic through mafic volcanic rocks with local gabbroic basement underlies the Mount Roe package.

At Comet Well, nuggets have been demonstrated to occur along two distinct horizons; a Lower gold horizon where gold occurs within a variety of coarse polymictic conglomerates that occur immediately above the Fortescue – Basement unconformity; and an Upper gold horizon that occurs within a variety of coarse polymictic, sandy conglomerates that occur immediately above a distinct volcaniclastic package. At

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Purdy’s Reward, nuggets tend to be associated with a thin-skin of conglomerate and chloritic (potentially mafic) sands and muds that directly overly the Fortescue – Basement unconformity.

Novo believes that the closest modern analogue to its Karratha gold occurrence is the marine placers both offshore and onshore at Nome, Alaska, USA. This deposit represents the reworking and redeposition of gold transported over relatively short distances and initially laid down as placers in river channels. Novo believes that biogenic (organic) activity has contributed to the reworking of the gold and has possibly generated the ubiquitous haloes of fine gold occurring within a few millimetres of most nuggets. This idea is supported by the presence of relatively rare clasts of stromatolites, or ancient layered microbial reefs, which are among the earliest indications of life on Earth.

Sampling and Assaying

Sampling to date has been focused at Purdy’s Reward and Comet Well, where Novo was granted programmes of work. Sampling comprises the following:

At the effective date of the Technical Report 315 bag, drum or bulk samples, weighing between 50 kg and 7400 kg, had been collected from 77 costeans and trenches at Purdy’s Reward and 38 trenches at Comet Well.
Early sampling at Purdy’s Reward involved collecting 50 kg bagged samples from trenches; however, the nuggety and uneven particle size of the gold distribution warranted an increase in sample size. Subsequently, 300-400 kg samples were collected by jack-hammering and excavating material from previously created trenches. The samples were then sealed by the independent scrutineers, stored in steel drums and dispatched to Novo’s secure storage facility in Karratha, thence onto the NAGROM or ALS processing laboratories in Perth. As gold character understanding improved further, sample sizes were increased to 5-7 tonnes from a 2 m by 2 m by ~0.5 m block, in line with preliminary recommendations from a Size by Analysis study. These samples are collected using an excavator, dumping material directly from the bucket into a bulka bag inside a wooden crate. Fine material not captured by the bucket is brushed by hand into plastic buckets and added to the bulka bag. The box is securely tagged, recorded and sealed by the scrutineer to comply with Novo’s Chain of Custody procedures. Samples are then loaded for transport to SGS Laboratories in Perth by truck. A scrutineer at SGS checks numbers and tags as they are unloaded, ensuring the Chain of Custody.
Since February 2018 bulk (> 5 t) samples have been processed at a sampling plant operated by SGS in Perth, Western Australia. The SGS sampling facility comprises a front-end crushing circuit designed to reduce the particle size of the entire sample down to 2.5 mm; a metal detection circuit, with collection of all nuggets in the oversize portion followed by fire assay to extinction; and a gravity concentration circuit, comprising an iCON gravity concentrator with the option of a Wilfley table.
Half or one-metre samples collected from ten large diameter percussion holes and stored in large poly-weave bags. These 294 samples are currently all stored in Karratha, and Novo has no plans to submit them for gold analysis.
The scrutineering team ensured that the collection of samples was appropriate and repeatable, and that the samples were secured on site and not opened until their delivery to the designated laboratory in Perth. Scrutineers monitored the samples onto the trucks in Karratha and off in Perth. The overall purpose of the scrutineering programme is to ensure that there has been no opportunity for tampering with the bulk samples collected for quantitative gold determination.
Novo has also collected orientation samples from the drill core (PQ size) and from the trenches, which are all relatively small in volume. These have not been scrutineered and will not contribute to any quantitative assessment of the gold concentration.

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Mineral Resources

No Mineral Resources have been declared for the Karratha Project.

Social and Environmental

Heritage clearance has been obtained for the Purdy’s Reward-Comet Well area, allowing drilling and sampling to take place as described, following surveys with members of the Ngarluma Aboriginal Corporation, the traditional owners of the land containing the Purdy’s Reward and Comet Well Projects. As at May 2019, Novo’s environmental team have completed a comprehensive baseline environmental characterisation of the wider Comet Well/Purdy’s Reward area to satisfy clearing permit and mining proposal approvals. The characterisation work undertaken included, but was not limited to, the following:

two season fauna, flora and vegetation survey assessments
detailed geochemical characterization of the ore and waste rock within the project
detailed hydrogeological assessment
stygofauna assessment
soils assessment.

Conclusions and Recommendations

Through geological mapping, trenching, sampling and diamond drilling, Novo has defined a strike length of favourable gold-bearing conglomerate trend which is continuous over approximately 10 km at and beyond the Comet Well and Purdy’s Reward locations. However, the most advanced understanding of the geology and gold occurrence of an area of this style of mineralisation is at Comet Well and Purdy’s Reward. Novo has carried out extensive exploration since mid-2017, including soil sampling, geophysical and geochemical surveys, trenching, detailed mapping, diamond drilling and bulk (5-7 t) samples. Generally large diameter core drilling has been instrumental, along with mapping, in delineating a number of prospective gold-bearing horizons as part of the local ‘mine sequence’ stratigraphy. While some of the approximately 4,500 drill core assays have returned mineralised gold values, it has been recognised and acknowledged that the very coarse nature of most of the gold precludes the use of drill core alone to define mineralisation leading to a potential Mineral Resource estimate.

Novo has therefore taken 178 bulk samples, with masses ranging between 1.0 t to 13 t (and averaging 5.6 t) using a robust sampling approach, which has been independently scrutineered, ensuring a secure chain of custody from collection to processing. These bulk samples have been subjected to a relatively complex preparation protocol at a certified laboratory and pilot-scale processing facility (SGS in Malaga, Perth, Western Australia), resulting in three products – gold nuggets, a sample concentrate and tailings. Each of these products has been assayed using industry best practice techniques and accompanied by full QAQC processes. The bulk samples have returned calculated (composite) head grades varying between 0.01 g/t to 10.4 g/t gold.

Novo believes that there is the potential to extract commercial quantities of gold from these leases and has identified five priority areas where large scale bulk sampling, totaling around 100,000 t, will assist in defining the potential for a mining operation. Studies have shown that while appropriate for evaluation, there is still an error associated with the grades from the existing 5-7 t bulk samples. The proposed large scale bulk samples will assist in reducing the error in the determination of gold grades. Further exploration diamond drilling may also be required on the Comet Well and Purdy’s Reward tenements to assist in further defining the stratigraphy and structural setting of the favourable mineralised horizons. It is important to note that the proposed large scale bulk sampling is not intended to be a commercial mining operation.

A key aspect of Novo’s future work at the Karratha Project is further geological evaluation, which will

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involve mapping, drilling and small scale (5-7 t) bulk samples as required. This will continue to help to develop the understanding and distribution of the favourable conglomerate horizons which host both the coarse (nugget) and associated fine gold.

As part of the proposed large scale bulk sample programme Novo is investigating potential grade control techniques suitable for the very coarse gold, with the understanding that conventional techniques such as chip or channel sampling and reverse circulation drilling will not provide sufficient precision. The use of mechanical ore sorting techniques has the potential to provide a relatively quick and accurate determination of the local gold grade. Novo believes that there is potential to use ore sorting as a grade control technique, processing individual parcels (or truckloads) of material to gain an idea of the quantity of gold and thus provide a local picture of gold mineralisation, leading to a three-dimensional model of the gold distribution.

The QP endorses the research and pilot testing of ore sorting, which has the potential to become a relatively cheap and quick bulk grade control technique. A key will be the establishment of a mobile ore sorting facility to be used at various locations over the Karratha Project mineralised zones.

DIVIDENDS

The Company has never declared or paid any cash or stock dividends on its Common Shares since its inception. There is no restriction preventing the Company from paying dividends or distribution, however the Company currently has a policy of investing earnings in the expansion of its business and accordingly does not anticipate paying cash or stock dividends on its Common Shares for the foreseeable future. Future dividends will be determined by the board of directors in light of circumstances existing at the time, including its earnings and financial condition. There is no assurance that dividends will ever be paid.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Company is authorized to issue an unlimited number of Common Shares. Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings. All of the issued Common Shares rank equally as to dividends, voting rights and distribution of assets on winding up or liquidation, after payment of debts and other liabilities.

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MARKET FOR SECURITIES

Market

The Common Shares of the Company are currently listed and posted for trading on the TSX under the symbol “NVO” and on the OTCQX under the symbol “NSRPF”. The Listed Warrants are currently listed and posted for trading on the TSX under the symbol “NVO.WT”.

Trading Price and Volume

The following table sets forth the particulars of the trading of the Common Shares of the Company on the TSX during the most recently completed financial year:

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Month High Low Close Volume
($) ($) ($)
February 2020 3.50 2.02 2.16 3,276,427
March 2020 2.60 1.41 1.66 6,555,073
April 2020 2.89 1.65 2.71 3,811,088
May 2020 3.73 2.58 3.14 5,585,643
June 2020 3.94 2.95 3.77 5,282,074
July 2020 4.16 3.44 3.82 4,838,986
August 2020 4.00 3.20 3.31 8,881,298
September 2020 3.90 3.19 3.39 6,611,316
October 2020 3.63 3.10 3.21 4,403,077
November 2020 3.65 2.15 2.38 7,853,243
December 2020 2.59 2.03 2.38 8,067,671
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DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The following sets forth certain information concerning the directors and executive officers of the Company as of the date of this AIF:

Name, Position, Province or State and Country of Residence	Principal Occupation or Employment for the Past Five Years	Director Since
MICHAEL BARRETT1,2,3 Western Australia, Australia Director	Former National Lead Partner, Deloitte Risk Advisory Energy and Resources.	October 20, 2017
ROSS HAMILTON Western Australia, Australia Director	Consultant to the Company since April 2017 and formerly, Director, Environment and SocioEconomic Development – International Council on Mining and Metals (London), August2013 toMarch 2017.	December 17, 2020
MICHAEL SPREADBOROUGH Western Australia, Australia Director	CEO of Metals X Limited and formerly, Managing Director and CEO of Nusantara Resources Limited and Director of CleanTeQ Holdings Limited.	January 21, 2021
YOSHIKAZU ISHIKAWA1,2,3 Tokyo, Japan Director	General Manger of the Non-Ferrous Metals Business Department of Sumitomo Corporation.	December 20, 2019
ROBERT HUMPHRYSON Western Australia, Australia CEO and Director	CEO and director of the Company and the former Chief Operating Officer of Silver Lake Resources.	October 20, 2017
QUINTON HENNIGH Colorado, U.S.A. Chairman, President and Director	President and Chairman of the Company.	October 28, 2009
LEO KARABELAS Ontario, Canada Vice-President, Corporate Communications	Vice President, Corporate Communications of the Company.	N/A
AKIKO LEVINSON1,2,3 British Columbia, Canada Director	CEO, President and director of Irving Resources Inc.	June 9, 2011
RONAN SABO-WALSH British Columbia, Canada CFO and Corporate Secretary	Former Vice President, Finance of the Company and Assistant Manager, Corporate Finance at Baron Global Financial Canada Ltd.	N/A

Member of the audit, risk and corporate governance committee.
Member of the compensation and nomination committee.

3. Member of the health, safety, environment and corporate social responsibility committee.

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Term of Office

The term of office for each of the Company’s directors expires immediately before each annual meeting of shareholders.

Share Ownership

As of March 31, 2021, the directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 3,630,140 Common Shares, which together represent approximately 1.57% of the Company’s issued and outstanding Common Shares. The statement as to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers of the Company as a group is based upon information furnished by the directors and executive officers.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed below, none of the directors or executive officers of the Company, is at the date of this AIF, or was within the past ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that:

(a) was subject to an order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer and chief financial officer.

In this section, “order” means:

(a) a cease trade order;
(b) an order similar to a cease trade order; or
(c) an order that denied the relevant company access to any exemption under securities legislation.

On May 2, 2017, a management cease trade order (the “ MCTO ”) was issued by the Manitoba Securities Commission and the British Columbia Securities Commission against and at the request of the directors, CEO and CFO of Winston Gold Corp. (“ Winston ”), of which Ronan Sabo-Walsh, CFO of Novo, was the CFO. The MTCO was issued in connection with the late filing of Winston’s financial statements for the year ended December 31, 2016. The MTCO was revoked on June 2, 2017. Mr. Sabo-Walsh subsequently resigned as Winston’s CFO and currently holds no position with that company.

None of the directors or executive officers of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a) are, or have been within the past ten years, a director or executive officer of any company (including the Company) that, while acting in that capacity, or within a year of ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with any creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that company; or

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(b) has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

None of the directors or executive officers of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Conflicts of Interest

To the best of the Company’s knowledge, and other than as disclosed herein, there are no known existing or potential conflicts of interest between the Company and any directors or officers of the Company, except that certain of the directors and officers serve as directors and officers of other public or private companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of such other companies.

The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict is required to disclose his interest and abstain from voting on such matter in accordance with the Business Corporations Act (British Columbia).

Legal Proceedings

The Company and its properties or holdings are not subject to any legal or other actions, current or pending, which may materially affect the Company’s operating results, financial position or property ownership, nor to the Company’s knowledge are any such legal proceedings contemplated.

Regulatory Actions

The Company has not:

(a) had any penalties or sanctions imposed against it by a court relating to securities legislation or by a securities regulatory authority during the most recently completed financial year;
(b) had any other penalties or sanctions imposed against it by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision; or
(c) entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority during the most recently completed financial year.

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INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

For the purposes of this AIF, “informed person” means:

(a) a director or executive officer of the Company;
(b) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the outstanding voting securities of the Company; and
(c) any associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b) above.

No informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has or has had any material interest, direct or indirect, in any transaction undertaken by the Company during its three most recently completed fiscal years or during the current fiscal year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent of the Company is Olympia Trust Company, Suite 1900, 925 West Georgia Street, Vancouver, BC V6C 3L2.

MATERIAL CONTRACTS

There were no material contracts entered into during the year ended December 31, 2020, nor were there any material contracts entered into prior to the year ended December 31, 2020 which remain in effect as of the date of this AIF.

INTERESTS OF EXPERTS

The Company’s current auditor, Ernst & Young, of 11 Mounts Bay Road, Perth, Western Australia, Australia 6000, has reported on the Company’s consolidated financial statements for Transition Fiscal 2020 and Fiscal 2020, which have been filed with the relevant securities regulatory authorities. Ernst & Young is independent from the Company within the meaning of the relevant rules and related interpretations prescribed by the Chartered Professional Accountants of British Columbia.

Dr. Simon Dominy and Dr. Quinton Hennigh are the qualified persons, as defined in NI 43-101, with overall responsibility for the preparation of the 2019 Beatons Creek Technical Report and the 2020 Egina Technical Report. Ian Glacken is the qualified person, as defined in NI 43-101 , with overall responsibility for the preparation of the 2019 Karratha Technical Report. In addition, Dr. Quinton Hennigh approved the technical information in this AIF. Copies of the 2019 Beatons Creek Technical Report, the 2019 Karratha Technical Report, and the 2020 Egina Technical Report, which form the basis of the scientific and technical disclosure regarding the Beatons Creek Properties, the Karratha Properties and the Egina Properties are available on SEDAR at www.sedar.com. To the knowledge of the Company, Dr. Simon Dominy and Ian Glacken, authors of the 2019 Beatons Creek Technical Report, the 2019 Karratha Technical Report, and the 2020 Egina Technical Report along with their respective employers, as a group, beneficially own, directly or indirectly, less than one percent of the outstanding Common Shares of the Company. Dr. Quinton Hennigh, author of the 2019 Beatons Creek Technical Report and the 2020 Egina Technical Report, is also the Company’s Chairman, President, and a director and owns 3,157,000 Common Shares which represents approximately 1.36% of the outstanding Common Shares of the Company. Dr. Hennigh also holds 400,000 stock options exercisable into Common Shares at $0.94, 1,000,000 stock options exercisable into Common Shares at $1.57, 725,000 stock options exercisable into Common Shares at $3.57, and 300,000 stock options exercisable into Common Shares at

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$7.70 per share.

ADDITIONAL INFORMATION

Audit, Risk, and Corporate Governance Committee (the “Audit Committee”)

Pursuant to the provisions of NI 52-110, reporting issuers in those jurisdictions which have adopted NI 52110 are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s charter, composition of the committee, and the fees paid to the external auditor. The Company’s Audit Committee charter is attached as Appendix A.

Composition of Audit Committee

The Audit Committee is comprised of Michael Barrett, Akiko Levinson and Yoshikazu Ishikawa. All members of the Audit Committee are independent directors of the Company within the meaning of NI 52110. The chairman of the Audit Committee is Michael Barrett. All members of the Audit Committee are financially literate. The Company considers “financial literacy” to be the ability to read and understand a company’s fundamental financial statements, including a company’s balance sheet, statement of income (loss) and cash flow. The members of the Audit Committee are appointed by the board of directors at its first meeting following the annual shareholders’ meeting to serve one year terms and are permitted to serve an unlimited number of consecutive terms.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an audit committee member is as follows:

Michael Barrett is a Chartered Accountant and Graduate of the Australian Institute of Company Directors with over 28 years’ international experience in finance, strategy, corporate development, capital markets, investor relations, risk management and corporate governance across the energy and resources industry. From 2004 to 2015, Mr. Barrett was CFO of Rio Tinto’s US Energy business where he was instrumental in leading Rio’s divestment and initial public offering of the business as Cloud Peak Energy on the New York Stock Exchange. After returning to Perth in 2015, Mr. Barrett spent two years as National Lead Partner for Deloitte's Risk Advisory Energy and Resources practice, where he specialised in Corporate Governance, Board advisory and Risk Management for many of the largest mining and energy and resources companies nationally. Mr. Barrett is currently a non-executive director of ASX-listed Pearl Global Limited. He is also a consulting CFO helping develop businesses across the energy and resources industry. Prior to his ten years with Cloud Peak Energy, Mr. Barrett held senior mining sector roles in Western Australia, including with Rio Tinto Iron Ore and WMC Resources Ltd. He started his career with Price Waterhouse in London in 1991.

Akiko Levinson has over 20 years of experience in the public markets, and has extensive experience in mineral resource exploration finance. Ms. Levinson is currently the CEO, president and a director of Irving Resources Inc. (CSE: IRV). Previously, Ms. Levinson served as the president of Gold Canyon Resources Inc.

Yoshikazu Ishikawa is currently the Managing Director and President of Sumitomo Australia Pty Ltd (“Sumitomo”), a subsidiary of Sumitomo of Tokyo, Japan, and joined Sumitomo in 1992. Mr. Ishikawa has been involved with numerous large-scale global mining projects including the Batu Hijau copper and gold project in Indonesia, the San Cristobal zinc and silver project in Bolivia, the Yanacocha gold and copper project in Peru, and the Quebrada Blanca #2 copper and the Sierra Gorda copper and molybdenum projects

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in Chile. Mr. Ishikawa has managed Sumitomo offices in Tokyo, Denver, and Vancouver and brings a wealth of finance and M&A experience to the Company’s board of directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on the exemption in sections 2.4 (De Minimis Non-audit Services), 3.2 (Initial Public Offerings), 3.4 (Events Outside Control of Member), 3.5 (Death, Disability or Resignation of Audit Committee Member) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Reliance of the Exemption in Subsection 3.3(2) or Section 3.6

At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on the exemption in subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exception Circumstances) of NI 52-110.

Reliance on Section 3.8

At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors.

Pre-Approval Policies and Procedures

The Audit Committee is required to approve the engagement of the Company’s external auditors in respect of non-audit services.

The aggregate fees billed by the Company’s external auditors in each of the last two financial years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees1	Tax Fees2	All Other Fees3
December 31, 2020 January 31, 2020	108,506 $183,857	Nil Nil	Nil $15,370	219,656 $2,731

Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.
Fees charged for tax compliance, tax advice and tax planning services.
Fees for services other than disclosed in any other column.

General

Additional information relating to the Company may be found under the Company’s profile on the SEDAR website at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, will be contained in the Company’s information circular for its next annual meeting (which has not yet been scheduled) when it is filed under the Company’s profile on the SEDAR website at www.sedar.com.

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Additional financial information is provided in the Company’s audited consolidated financial statements and management discussion and analysis for Transition Fiscal 2020 which are available under the Company’s profile on the SEDAR website at www.sedar.com.

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APPENDIX A

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AUDIT, RISK, AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

The Audit, Risk, and Corporate Governance Committee (“ Committee ”) is appointed by the Board of Directors (the “ Board ”) of Novo Resources Corp. (“ Novo ” or the “ Company ”) to assist the Board in fulfilling its oversight responsibilities with respect to accounting and financial reporting processes, the integrity of the financial statements of the Company, compliance with legal and regulatory requirements, the overall adequacy and maintenance of the systems of internal controls that management has established, the overall responsibility for the Company’s external and internal audit processes including the external Auditor’s qualifications, independence and performance, and for developing the Company’s approach to, and reviewing the Company’s effectiveness with respect to, corporate governance.

Constitution & Authority

The Committee shall consist of not less three directors appointed by the Board. Each member of the Committee must be “independent” and “financially literate” as required by National Instrument 52-110 – Audit Committees, applicable securities legislation and related requirements. The authority, structure, operations, purpose, responsibilities and specific duties of the Committee are described below. At the time of publishing of this Committee’s charter, the Company was listed on the TSX Venture Exchange and is exempt from the requirement for all audit committee members to be independent (see TSXV Policy 3.1 – Directors, Officers, Other Insiders & Personnel and Corporate Governance , section 2.1(b)).

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and such Committee members shall serve until the following organizational meeting of the Board or until their successors are duly elected and qualified. The Board may remove a member of the Committee at any time in its sole discretion by resolution of the Board. The Chairperson of the Committee shall be designated by the Board from among the Committee members.

The Committee shall have access to such officers and employees of the Company, its external auditor (the “ Auditor ”), and legal counsel, and to such information respecting the Company, and may engage separate independent counsel and advisers at the expense of the Company, all as it considers to be necessary or advisable in order to perform its duties and responsibilities.

The Committee has the authority to communicate directly with and to meet with the Auditor, without management involvement. The Auditor shall report directly to the Committee. The Committee shall be responsible to resolve disagreements, if any, between management and the Auditor regarding financial reporting

Mandate

The Company’s management is responsible for preparing the Company’s financial statements and other financial information and for presenting the information contained in the financial statements fairly and in accordance with International Financial Reporting Standards (“ IFRS ”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

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The Auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, whether the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with IFRS.

The Committee will provide the Board with such recommendations and reports with respect to the financial disclosures of the Company as it deems advisable.

The role of the Committee is principally one of oversight. Accordingly, the Committee shall:

make recommendations to the Board regarding the appointment, retention and level of compensation of the Company’s Auditor;
approve, in advance, all non-audit services provided to the Company by the Auditor and the related compensation if deemed material by management;
evaluate the work of the Auditor and confirm its independence;
provide independent and objective oversight of management’s monitoring of the Company’s internal control systems and financial reporting processes;
provide a means of communication between the Board, management and the Auditor on matters relating to financial reporting;
provide the necessary oversight over:
a) the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices, including the preparation of financial statements;
b) the processes for identifying the Company’s principal financial risks and the control systems to monitor those risks;
c) the Company’s compliance with legal and regulatory requirements related to financial reporting;
d) management’s evaluation of the Company’s exposure to fraud;
perform any other activities consistent with its mandate, the Company’s constating documents and laws of general application as the Committee or Board deems necessary or desirable;
oversee the risk management system;
to oversee the establishment and implementation by management of a system for identifying, assessing, monitoring and managing material risk throughout the company. This system will include the Company’s internal compliance and control systems;
to review at least annually the Company’s risk management systems to ensure the exposure to the various categories of risk are minimised prior to endorsement by the board;
to take an active interest in ethical considerations regarding the Company’s policies and practices;
to monitor the standard of corporate conduct in areas such as arms- length dealings and possible conflicts of interest;

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to identify and direct any special projects or investigations deemed necessary;
to consider the adequacy of internal audit procedures;
to review forecasts, budgets, and valuation models as prepared by management;
to hold private (in camera) sessions with the Auditor, internal auditor (if applicable), and senior management including the CFO, CEO, and legal counsel; and
to handle any concerns raised by individuals pursuant to the Company’s whistleblower policy.

Responsibilities

In performing its oversight responsibilities, the Committee shall:

Audit

review and assess, on an annual basis, the adequacy of its mandate and recommend any proposed changes to the Board for approval;
monitor, on a regular basis, the independence of the Auditor by reviewing all relationships between the Auditor and the Company and all non-audit work performed for the Company by the Auditor and the Committee or a member thereof shall pre- approve all non-audit services to be provided to the Company or a subsidiary by the Auditor;
review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and any former Auditor;
review with the Auditor and management the annual plan for the audit of the financial statements before commencement of the work;
review with the Auditor the results of the Auditor’s work and any problems or difficulties that were encountered, including any disagreements between the Company’s management and the Auditor regarding financial reporting, and assess management’s responses thereto;
review summaries of significant reports prepared by management;
review with management and the Auditor the annual audited financial statements and ‘Management Discussion and Analysis’ reports, before filing or distribution, including matters requiring review pursuant to laws and regulations of general application;
review with management (or ensure that the Board does so) the quarterly unaudited financial statements and Management Discussion and Analysis reports, before filing or distribution, including matters required to be reviewed under laws and regulations of general application;
review with management the annual budget, and any required interim adjustments, including the assumptions (for reasonableness, accuracy and timeliness), for recommendation to the Board;
review with management, as appropriate, news releases and any other form of disclosure containing earnings and other material financial information;
satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from its financial statements, other than the

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public disclosure referred to in paragraphs 6 and 7, and must periodically assess the adequacy of those procedures;

review with management and the Auditor , the adequacy and effectiveness of the Company’s internal controls over financial reporting including any significant or material deficiencies and the adequacy and timeliness of its financial reporting processes and the quality and acceptability of the Company’s accounting principles and estimates, including the clarity of financial disclosure and the degree of appropriateness of the accounting policies and estimates;
review with management and the Auditor the quality and appropriateness of the Company’s financial reporting and accounting standards and principles and significant changes to those standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made;
review with management and the Auditor the treatment and disclosure of significant related party transactions and potential conflicts of interest;
review with management the risk of frauds within the operations or financial reporting and consider the actions taken by management and the systems implemented to address these risks;
ensure that adequate procedures are in place for the receipt, retention and treatment of:
complaints and expressions of concern regarding accounting, financial disclosure, internal controls, auditing or legal and regulatory matters; and
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
examine the process for identifying, categorizing, evaluating and mitigating the Company’s principal risks and the potential impact or consequences they might have, individually or compounded, on the sustainability of the Company, as well as measures available to ensure the latter, and report to the Board, members of which shall use their reasonable efforts to ensure the adequacy of the oversight of management and that management duly carries out its required functions;
review the appointment of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process;
review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process required under applicable Canadian and, if applicable, United States and Australian securities laws. Review any significant deficiencies in the design and operation of internal controls over financial reporting or disclosure controls and procedures and any fraud; and
conduct or authorize investigations into any matter that the Committee believes is within the scope of its responsibilities.

Risk

assessing the internal processes for determining and managing key risk areas, particularly:
(i) non-compliance with laws, regulations, standards and best practice guidelines, including environmental and industrial relations laws;

{01963488;2}

4 -
(ii) litigation and claims; and
(iii) relevant business risks other than those that are dealt with by other specific Board Committees.
receiving from management reports on all suspected and actual frauds, thefts and breaches of laws;
evaluating the process the Company has in place for assessing and continuously improving internal controls, particularly those related to areas of significant risk;
assessing whether management has controls in place for unusual types of transactions and/or any potential transactions that may carry more than an acceptable degree of risk; and
meeting periodically with key management, internal and external auditors and compliance staff to understand and discuss the Company’s control environment.

Corporate Governance

develop and monitor the Company’s overall approach to corporate governance issues and, subject to approval by the Board, to implement and administer a system of corporate governance which reflects strong corporate governance practices;
periodically review and assess the Company’s corporate governance policies and practices and make recommendations to the Board in accordance with applicable laws and regulations;
conduct an annual review of the mandates of the Board and its Committees and recommend any changes or revisions considered advisable;
oversee the annual evaluation of the functioning of the Board and its committees (including this Committee); and
the Committee will review and recommend to the board any disclosure regarding the Company’s corporate governance practices to be included in the Company’s public disclosure or any regulatory filings in accordance with applicable laws and regulations.

Meetings

The Committee will meet at least once per quarter or more frequently as circumstances require to perform the duties described above in a timely manner. Meetings may be held at any time deemed appropriate by the Committee.

Quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee. A Committee member who is unable to attend in person may attend a Committee meeting by telephone, video conference or other telecommunication device that permits all persons participating in the meeting to speak and hear each other. The Committee shall hold in camera sessions without the presence of management after each meeting.

The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent Auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. In addition, the Committee or, at a minimum, the Chairperson, may meet with the Company’s external legal counsel to discuss the Company’s policies and practices relevant to the scope of responsibilities of the Committee.

{01963488;2}

Meetings of the Committee shall be held from time to time as the Committee or the Chairperson shall determine upon 48 hours’ notice to each of its members. The notice period may be waived by a quorum of the Committee.

The Chairperson will appoint a secretary of each meeting of the Committee who need not be a member of the Committee and who will maintain the minutes of the meeting and circulate copies of the minutes to each Committee member on a timely basis. The minutes of the Committee meetings will be made available for review by the Board.

Approval

Approved by the Board of Directors on March 31, 2018.

{01963488;2}

APPENDIX B

LIST OF TENEMENTS

Lease	Lease Status	Grant Date	Project
E45/3724	Granted	15-Nov-11	Bamboo
E45/4921	Granted	12-Dec-17	Bamboo
M45/202	Granted	03-Apr-86	Bamboo
E46/1363	Application	N/A	Beatons Creek
E46/797	Granted	22-Apr-10	Beatons Creek
L46/127	Granted	09-Dec-20	Beatons Creek
L46/147	Application	N/A	Beatons Creek
M46/10	Granted	12-Dec-84	Beatons Creek
M46/11	Granted	17-Jan-85	Beatons Creek
M46/532	Granted	08-May-19	Beatons Creek
M46/9	Granted	06-Mar-85	Beatons Creek
P46/1743	Granted	06-Feb-13	Beatons Creek
P46/1744	Granted	06-Feb-13	Beatons Creek
P46/1789	Granted	15-Mar-13	Beatons Creek
P46/1790	Granted	22-Feb-13	Beatons Creek
P46/1791	Granted	19-Jul-13	Beatons Creek
P46/1792	Granted	19-Jul-13	Beatons Creek
P46/1808	Granted	15-Dec-16	Beatons Creek
P46/1809	Granted	15-Dec-16	Beatons Creek
P46/1810	Granted	05-May-16	Beatons Creek
P46/1821	Granted	03-Mar-15	Beatons Creek
P46/1822	Granted	04-Mar-15	Beatons Creek
P46/1836	Granted	30-Mar-17	Beatons Creek
P46/1837	Granted	18-Jul-17	Beatons Creek
P46/1838	Granted	30-Mar-17	Beatons Creek
P46/1839	Granted	30-Mar-17	Beatons Creek
P46/1840	Granted	30-Mar-17	Beatons Creek
P46/1841	Granted	30-Mar-17	Beatons Creek
P46/1842	Granted	30-Mar-17	Beatons Creek
P46/1843	Granted	30-Mar-17	Beatons Creek
P46/1844	Granted	30-Mar-17	Beatons Creek
P46/1845	Granted	04-Apr-17	Beatons Creek
P46/1846	Granted	30-Mar-17	Beatons Creek
P46/1847	Granted	30-Mar-17	Beatons Creek
P46/1848	Granted	30-Mar-17	Beatons Creek
P46/1849	Granted	30-Mar-17	Beatons Creek
P46/1850	Granted	30-Mar-17	Beatons Creek
P46/1851	Granted	30-Mar-17	Beatons Creek
P46/1852	Granted	30-Mar-17	Beatons Creek
P46/1853	Granted	30-Mar-17	Beatons Creek

{01963488;2}

P46/1854	Granted	30-Mar-17	Beatons Creek
P46/1966	Granted	03-Jun-20	Beatons Creek
P46/1967	Granted	03-Jun-20	Beatons Creek
P46/1968	Granted	03-Jun-20	Beatons Creek
P46/1969	Granted	03-Jun-20	Beatons Creek
P46/1970	Granted	03-Jun-20	Beatons Creek
P46/1973	Granted	11-Aug-20	Beatons Creek
P46/2015	Application	N/A	Beatons Creek
P46/2016	Application	N/A	Beatons Creek
P46/2017	Application	N/A	Beatons Creek
E47/3555	Granted	23-Nov-17	Bellary Dome Option
L46/109	Granted	11-Sep-13	Blue Spec
L46/22	Granted	17-Aug-90	Blue Spec
L46/24	Granted	18-Jan-91	Blue Spec
M46/115	Granted	04-Feb-91	Blue Spec
M46/165	Granted	23-Aug-95	Blue Spec
M46/244	Granted	29-Nov-00	Blue Spec
M46/540	Application	N/A	Blue Spec
P46/1669	Granted	19-Mar-12	Blue Spec
P46/1681	Granted	23-Mar-12	Blue Spec
P46/1682	Granted	19-Mar-12	Blue Spec
P46/1683	Granted	29-Mar-12	Blue Spec
P46/1684	Granted	19-Mar-12	Blue Spec
P46/1859	Granted	22-Mar-17	Blue Spec
P46/1860	Granted	22-Mar-17	Blue Spec
P46/1861	Granted	22-Mar-17	Blue Spec
P46/1862	Granted	22-Mar-17	Blue Spec
P46/1863	Granted	22-Mar-17	Blue Spec
P46/1866	Granted	08-May-17	Blue Spec
P46/1867	Granted	08-May-17	Blue Spec
P46/1868	Granted	08-May-17	Blue Spec
P46/1869	Granted	08-May-17	Blue Spec
P46/1872	Granted	08-May-17	Blue Spec
P46/1883	Granted	08-May-17	Blue Spec
P46/1884	Granted	08-May-17	Blue Spec
P46/1885	Granted	08-May-17	Blue Spec
P46/1886	Granted	08-May-17	Blue Spec
P46/1995	Application	N/A	Blue Spec
P46/1996	Application	N/A	Blue Spec
P46/1997	Application	N/A	Blue Spec
P46/1998	Application	N/A	Blue Spec
P46/1999	Application	N/A	Blue Spec
P46/2000	Application	N/A	Blue Spec
E47/3680	Granted	19-Sep-18	Cardina
E47/3781	Granted	19-Jul-18	Cardina

{01963488;2}

E47/3813	Granted	31-Jul-18	Cardina
E47/3814	Granted	31-Jul-18	Cardina
E47/3815	Granted	31-Jul-18	Cardina
E47/3816	Granted	31-Jul-18	Cardina
E47/3610	Granted	20-Sep-17	Chichester
E47/3777	Granted	19-Jul-18	Chichester
E47/3778	Granted	01-Aug-18	Chichester
E47/3779	Granted	19-Jul-18	Chichester
E47/3818	Granted	28-Mar-19	Chichester
E47/3819	Granted	28-Mar-19	Chichester
E47/3820	Granted	28-Mar-19	Chichester
E47/4353	Application	N/A	Chichester
E47/4354	Application	N/A	Chichester
E47/4355	Application	N/A	Chichester
E47/3608	Granted	16-Jul-18	CometBasin
E47/3632	Granted	16-Jul-18	Comet Basin
E47/3656	Granted	16-Jul-18	CometBasin
E47/3770	Granted	27-Feb-18	CometBasin
E47/3771	Granted	27-Feb-18	Comet Basin
E47/3597	Granted	13-Dec-17	Comet Well JV
E47/3601	Granted	13-Dec-17	Comet Well JV
P47/1845	Granted	14-Dec-17	Comet Well JV
P47/1846	Granted	14-Dec-17	Comet Well JV
P47/1847	Granted	14-Dec-17	Comet Well JV
E47/2973	Granted	24-Nov-16	Croydon
E47/3467	Granted	27-Mar-18	Croydon
E47/3646	Granted	19-Jan-18	Egina
E47/3673	Granted	19-Jan-18	Egina
E47/3962	Granted	26-Sep-18	Egina
E47/3963	Granted	02-Apr-19	Egina
E47/4056	Granted	06-Mar-19	Egina
M47/560	Granted	15-Apr-13	Egina
E47/3625	Granted	02-Nov-18	Egina Station Peak
E47/3783	Granted	26-Mar-19	Egina Station Peak
E47/3812	Granted	16-May-19	Egina Station Peak
M47/561	Granted	05-Jul-06	Egina Station Peak
E45/4198	Granted	28-Jul-14	Elsie
E45/5074	Granted	06-Jul-18	Elsie
E45/5263	Granted	18-Nov-19	Elsie
E45/5453	Granted	06-Nov-19	Elsie
E46/951	Granted	21-Jun-12	Elsie
E47/2502	Granted	14-Dec-11	Farno-McMahon
L47/776	Granted	26-Oct-17	Farno-McMahon
M46/543	Application	N/A	Golden Eagle North
E45/4948	Granted	17-Feb-20	Kangan Pool-PIO JV

{01963488;2}

E47/3318	Granted	01-Apr-16	Kangan Pool-PIO JV
E47/3321	Granted	21-Jan-16	Kangan Pool-PIO JV
E47/3945	Granted	02-Oct-18	Kangan Pool - PIO JV
E45/3381	Granted	17-Mar-11	Klondyke
E45/4622	Granted	05-May-17	Klondyke
E45/4666	Granted	24-Nov-16	Klondyke
E45/4934	Granted	23-Jan-18	Klondyke
E47/3611	Granted	27-Jul-18	Langwell Creek
E47/3615	Granted	27-Jul-18	Langwell Creek
E47/3622	Granted	03-Oct-17	Langwell Creek
E47/3817	Granted	28-Mar-19	Langwell Creek
E47/3821	Granted	28-Mar-19	Langwell Creek
E47/3822	Granted	28-Mar-19	Langwell Creek
E47/3823	Granted	31-Jul-18	Langwell Creek
E47/3825	Granted	28-Mar-19	LangwellCreek
E47/3826	Granted	28-Mar-19	Langwell Creek
E47/3712	Granted	19-Sep-18	Mallina
E47/3773	Granted	19-Mar-18	Mallina
E47/3774	Granted	19-Jul-18	Mallina
E47/3775	Granted	19-Jul-18	Mallina
E47/3776	Granted	19-Jul-18	Mallina
E47/3780	Granted	19-Jul-18	Mallina
E47/3782	Granted	19-Jul-18	Mallina
E45/3674	Granted	22-Feb-12	Marble Bar
E45/3675	Granted	26-Mar-12	Marble Bar
E45/3717	Granted	22-Feb-12	Marble Bar
E45/4169	Granted	04-Nov-13	MarbleBar
E45/4620	Granted	12-May-17	Meentheena
E45/4914	Granted	12-Dec-17	Meentheena
E45/4915	Granted	12-Dec-17	Meentheena
E45/5281	Application	N/A	Meentheena King
E45/5282	Granted	06-Jun-19	Meentheena King
E45/5329	Application	N/A	Meentheena King
E45/5075	Granted	06-Jul-18	Meentheena Oakover
E45/5076	Granted	06-Jul-18	Meentheena Oakover
E45/4922	Granted	15-Feb-18	Miralga
E45/4923	Granted	03-Oct-18	Miralga
P46/1887	Granted	08-May-17	Mosquito Creek
P46/1888	Granted	08-May-17	Mosquito Creek
P46/1889	Granted	08-May-17	Mosquito Creek
P46/1890	Granted	08-May-17	Mosquito Creek
P46/1891	Granted	08-May-17	Mosquito Creek
P46/1892	Granted	08-May-17	Mosquito Creek
P46/1895	Granted	08-May-17	Mosquito Creek
P46/1896	Granted	08-May-17	Mosquito Creek

{01963488;2}

P46/1897	Granted	08-May-17	Mosquito Creek
P46/1898	Granted	08-May-17	Mosquito Creek
P46/1899	Granted	08-May-17	Mosquito Creek
P46/1979	Application	N/A	Mosquito Creek
P46/1980	Application	N/A	Mosquito Creek
P46/1981	Application	N/A	Mosquito Creek
P46/1982	Application	N/A	Mosquito Creek
P46/1983	Application	N/A	Mosquito Creek
P46/1984	Application	N/A	Mosquito Creek
P46/1990	Application	N/A	Mosquito Creek
P46/1991	Application	N/A	Mosquito Creek
P46/1992	Application	N/A	Mosquito Creek
P46/1993	Application	N/A	Mosquito Creek
P46/1994	Application	N/A	Mosquito Creek
P46/2003	Application	N/A	Mosquito Creek
P46/2004	Application	N/A	Mosquito Creek
P46/2005	Application	N/A	Mosquito Creek
P46/2006	Application	N/A	Mosquito Creek
P46/2007	Application	N/A	Mosquito Creek
P46/2008	Application	N/A	Mosquito Creek
E45/4837	Granted	17-May-17	Mt Elsie
E45/5820	Application	N/A	Mundabullungana
G46/2	Granted	06-Mar-85	Nullagine
L46/105	Granted	31-Aug-12	Nullagine
L46/115	Granted	23-Feb-15	Nullagine
L46/122	Granted	01-Mar-17	Nullagine
L46/33	Granted	20-Jun-03	Nullagine
L46/45	Granted	31-Mar-06	Nullagine
L46/88	Granted	18-Jul-12	Nullagine
L46/89	Granted	25-Feb-11	Nullagine
L46/90	Granted	25-Feb-11	Nullagine
L46/91	Granted	25-Feb-11	Nullagine
L46/92	Granted	25-Feb-11	Nullagine
L46/98	Granted	16-Dec-11	Nullagine
M46/129	Granted	09-Jun-92	Nullagine
M46/138	Granted	29-Dec-93	Nullagine
M46/146	Granted	11-Jan-94	Nullagine
M46/163	Granted	23-Dec-94	Nullagine
M46/164	Granted	11-Jan-95	Nullagine
M46/166	Granted	29-Dec-95	Nullagine
M46/167	Granted	29-Dec-95	Nullagine
M46/170	Granted	09-Oct-95	Nullagine
M46/182	Granted	24-Feb-97	Nullagine
M46/186	Granted	06-Jun-97	Nullagine
M46/187	Granted	06-Jun-97	Nullagine

{01963488;2}

M46/189	Granted	06-Jun-97	Nullagine
M46/192	Granted	02-Sep-15	Nullagine
M46/198	Granted	01-Jun-99	Nullagine
M46/199	Granted	01-Jun-99	Nullagine
M46/200	Granted	12-Jan-11	Nullagine
M46/225	Granted	23-Jun-06	Nullagine
M46/245	Granted	26-Jul-12	Nullagine
M46/261	Granted	23-Jun-06	Nullagine
M46/262	Granted	23-Jun-06	Nullagine
M46/263	Granted	26-Jul-12	Nullagine
M46/264	Granted	04-Apr-11	Nullagine
M46/265	Granted	04-Apr-11	Nullagine
M46/266	Granted	04-Apr-11	Nullagine
M46/267	Granted	16-Apr-12	Nullagine
M46/272	Granted	26-Jul-12	Nullagine
M46/273	Granted	14-Dec-11	Nullagine
M46/274	Granted	14-Dec-11	Nullagine
M46/275	Granted	26-Jul-12	Nullagine
M46/276	Granted	26-Jul-12	Nullagine
M46/277	Granted	26-Jul-12	Nullagine
M46/278	Granted	26-Jul-12	Nullagine
M46/279	Granted	26-Jul-12	Nullagine
M46/282	Granted	14-Dec-11	Nullagine
M46/283	Granted	26-Jul-12	Nullagine
M46/3	Granted	09-May-84	Nullagine
M46/300	Granted	23-Jun-06	Nullagine
M46/302	Granted	14-Dec-11	Nullagine
M46/303	Granted	26-Jul-12	Nullagine
M46/426	Granted	26-Jul-12	Nullagine
M46/427	Granted	26-Jul-12	Nullagine
M46/428	Granted	26-Jul-12	Nullagine
M46/429	Granted	26-Jul-12	Nullagine
M46/430	Granted	26-Jul-12	Nullagine
M46/431	Granted	14-Dec-11	Nullagine
M46/432	Granted	26-Jul-12	Nullagine
M46/433	Granted	14-Dec-11	Nullagine
M46/434	Granted	26-Jul-12	Nullagine
M46/436	Granted	16-Apr-12	Nullagine
M46/441	Granted	01-Nov-05	Nullagine
M46/442	Granted	01-Nov-05	Nullagine
M46/443	Granted	16-Apr-12	Nullagine
M46/444	Granted	26-Jul-11	Nullagine
M46/445	Granted	22-Jul-08	Nullagine
M46/446	Granted	14-Dec-11	Nullagine
M46/447	Granted	26-Jul-12	Nullagine

{01963488;2}

M46/448	Granted	21-Jan-11	Nullagine
M46/47	Granted	19-May-87	Nullagine
M46/50	Granted	19-May-87	Nullagine
M46/527	Granted	24-Mar-16	Nullagine
M46/536	Application	N/A	Nullagine
M46/539	Application	N/A	Nullagine
M46/541	Application	N/A	Nullagine
M46/56	Granted	19-May-88	Nullagine
M46/57	Granted	23-Mar-88	Nullagine
M46/64	Granted	19-May-88	Nullagine
M46/98	Granted	19-Sep-89	Nullagine
P46/1675	Granted	19-Mar-12	Nullagine
P46/1704	Granted	30-Sep-11	Nullagine
P46/1705	Granted	30-Sep-11	Nullagine
P46/1706	Granted	30-Sep-11	Nullagine
P46/1755	Granted	30-Nov-12	Nullagine
P46/1756	Granted	30-Nov-12	Nullagine
P46/1757	Granted	02-Apr-12	Nullagine
P46/1758	Granted	02-Apr-12	Nullagine
P46/1804	Granted	28-Mar-13	Nullagine
P46/1823	Granted	24-Sep-14	Nullagine
P46/1824	Granted	24-Sep-14	Nullagine
P46/1855	Granted	04-Apr-16	Nullagine
P46/1874	Granted	09-Aug-17	Nullagine
P46/1875	Granted	09-Aug-17	Nullagine
P46/1878	Granted	14-Mar-17	Nullagine
P46/1879	Granted	14-Mar-17	Nullagine
P46/1880	Granted	14-Mar-17	Nullagine
P46/1881	Granted	14-Mar-17	Nullagine
P46/1882	Granted	14-Mar-17	Nullagine
P46/1922	Granted	29-Nov-17	Nullagine
P46/1923	Granted	22-May-18	Nullagine
P46/1932	Granted	02-May-18	Nullagine
P46/1934	Granted	02-Jul-18	Nullagine
P46/1935	Granted	02-Jul-18	Nullagine
P46/1936	Granted	17-Sep-18	Nullagine
P46/1937	Granted	17-Sep-18	Nullagine
P46/1941	Granted	11-Mar-20	Nullagine
P46/1955	Granted	24-Mar-20	Nullagine
P46/1956	Granted	24-Mar-20	Nullagine
P46/1957	Granted	24-Mar-20	Nullagine
P46/1958	Granted	24-Mar-20	Nullagine
P46/1960	Granted	24-Mar-20	Nullagine
P46/1974	Granted	25-Jan-21	Nullagine
P46/2001	Application	N/A	Nullagine

{01963488;2}

P46/2002	Application	N/A	Nullagine
P46/1765	Granted	31-Jul-13	Nullagine East
P46/1767	Granted	31-Jul-13	NullagineEast
P46/1768	Granted	31-Jul-13	NullagineEast
P46/1769	Granted	31-Jul-13	NullagineEast
P46/1770	Granted	31-Jul-13	NullagineEast
E46/934	Granted	24-Jul-13	Nullagine River
E47/3700	Granted	03-Jul-19	Pinder
E47/4013	Granted	06-Feb-19	Pinder
E47/4127	Granted	23-Jan-20	Pinder
E47/4351	Application	N/A	Pinder
E47/4091	Application	N/A	Portland
E46/794	Granted	28-Nov-11	Quartz Hill
E46/795	Granted	21-Jun-12	Quartz Hill
E46/796	Granted	21-Jun-12	Quartz Hill
P46/1712	Granted	26-Jul-13	Quartz Hill
P46/1713	Granted	26-Jul-13	Quartz Hill
P46/1714	Granted	26-Jul-13	Quartz Hill
P46/1721	Granted	30-Jul-13	Quartz Hill
P46/1726	Granted	30-Jul-13	Quartz Hill
P46/1727	Granted	30-Jul-13	Quartz Hill
P46/1729	Granted	26-Jul-13	Quartz Hill
P46/1730	Granted	26-Jul-13	Quartz Hill
P46/1731	Granted	26-Jul-13	Quartz Hill
P46/1732	Granted	26-Jul-13	Quartz Hill
P46/1733	Granted	26-Jul-13	Quartz Hill
P46/1734	Granted	26-Jul-13	Quartz Hill
P46/1735	Granted	26-Jul-13	Quartz Hill
P46/1736	Granted	26-Jul-13	Quartz Hill
P46/1737	Granted	26-Jul-13	Quartz Hill
P46/1738	Granted	26-Jul-13	Quartz Hill
P46/1739	Granted	26-Jul-13	Quartz Hill
P46/1740	Granted	26-Jul-13	Quartz Hill
P46/1741	Granted	26-Jul-13	Quartz Hill
P46/1742	Granted	26-Jul-13	Quartz Hill
E47/3697	Granted	29-May-18	Rocklea
E47/4208	Granted	16-Oct-20	Rocklea
E47/4209	Granted	16-Oct-20	Rocklea
E47/4210	Granted	16-Oct-20	Rocklea
E47/4211	Granted	16-Oct-20	Rocklea
E47/4214	Granted	04-Jun-20	Rocklea
E47/3677	Granted	20-Dec-18	Sherlock Bay
E47/3713	Granted	20-Dec-18	Sherlock Bay
E47/4116	Granted	26-Jul-19	Sherlock Bay
E47/4363	Application	N/A	Sherlock Bay

{01963488;2}

E45/3332	Granted	06-Apr-10	Strattons
E45/3952	Granted	12-Jun-12	Strattons
M45/618	Granted	01-Sep-94	TalgaTalga
P45/3128	Granted	19-Dec-19	TalgaTalga
P45/3133	Granted	23-Mar-20	TalgaTalga
P45/3134	Granted	23-Mar-20	TalgaTalga
E08/2990	Granted	24-Sep-19	Wyloo
E47/4016	Granted	23-Sep-19	Wyloo
E47/4213	Granted	04-Jun-20	Wyloo
E47/1745	Granted	16-May-08	Yannery Well
E47/3443	Granted	01-Mar-18	Yannery Well
E47/3637	Granted	16-Jul-18	Yanyare
E47/3659	Granted	03-Jul-19	Yanyare
E47/3660	Granted	03-Jul-19	Yanyare
E47/3701	Granted	03-Jul-19	Yanyare
E47/3772	Granted	02-Jul-19	Yanyare
E47/4012	Granted	06-Feb-19	Yanyare
E47/4041	Granted	04-Apr-19	Yanyare
E47/4090	Application	N/A	Yanyare
E47/4092	Application	N/A	Yanyare
M45/1163	Granted	15-May-18	YC-7
E47/4295	Granted	11-Jun-20	Yule
E47/4296	Granted	11-Jun-20	Yule
E47/4297	Granted	11-Jun-20	Yule
E46/1317	Application	N/A	TBD
E46/1332	Granted	25-Mar-20	TBD
E47/4157	Application	N/A	TBD
E47/4158	Application	N/A	TBD
E47/4162	Application	N/A	TBD
E47/4313	Application	N/A	TBD
E47/4319	Granted	17-Jul-20	TBD
E47/4331	Application	N/A	TBD
E47/4347	Application	N/A	TBD
E47/4459	Application	N/A	TBD
E47/4460	Application	N/A	TBD
E47/4461	Application	N/A	TBD
E45/5870	Application	N/A	TBD
E45/5872	Application	N/A	TBD
E45/5874	Application	N/A	TBD
E45/5868	Application	N/A	TBD

{01963488;2}

AI assistant

Novo Resources — Annual Report 2020

46548_rns_2021-03-31_f6959689-c959-4f6b-b4a3-3da526c014cb.pdf

Annual Information Form

TABLE OF CONTENTS

APPENDIX A – AUDIT, RISK, AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

GLOSSARY

PRELIMINARY NOTES

Date of Information

Currency and Exchange Rates

Unless otherwise specified, in this AIF all references to “dollars” or to “$” are to Canadian (“C”) dollars .

Cautionary Statement Regarding Forward-Looking Statements

Note to United States Investors Concerning Estimates of Mineral Reserves and Mineral Resources

Alternative Performance Measures (Non-IFRS Measures)

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

Overview of the Business

Recent Developments

Beatons Creek Property PEA highlights:

Beatons Creek Property PEA Summary

Opportunities

PEA Details

Mining and Processing

Open Pit Mineral Resources (fresh mineralization)

Underground Mineral Resources (fresh mineralization)

Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Operating Costs

Sustaining Capital

AISC

Key Assumptions

Three Year History

Transition Fiscal 2020

Corporate Activity

Beatons Creek Corporate Activity

Egina Corporate Activity

Karratha Exploration

Fiscal 2020

Corporate Activity

Beatons Creek Exploration

Egina Corporate Activity

Egina Exploration

Karratha Exploration

Fiscal 2019

Egina Corporate Activity

Egina Exploration

Karratha Corporate Activity

Karratha Exploration

DESCRIPTION OF BUSINESS

Specialized Skill and Knowledge

Competitive Conditions

Environmental Protection

Employees

Foreign Operations

Environmental Policies

Risk Factors

Dependence on Future Financing

Dependence on Key Management Personnel

COVID-19

Risks Related to the Credit Facility and Indebtedness

Obligations as a Public Company

Acquisitions and Integration

Market Price of Securities

The Speculative Nature of the Exploration of Natural Resource Properties

Reclamation Costs

Nature and Climatic Conditions

Information Technology

Insurance and Uninsured Risks

Dependence on Principal Exploration Stage Projects

Previous Work on the Egina, Beatons Creek, and Karratha Properties May Give Rise to Environmental Liabilities

Negative Operating Cashflow

Uncertainty in Global Markets and Economic Conditions

Price of Gold

Joint Ventures

Permits

Danger of Exploration and Development Activities

Exploration and Mining Tenements May be Subject to Forfeiture

Uncertainty in the Estimation of Mineral Resources and Mineral Reserves

Government Regulation

Novo Resources Annual Report 2020