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ODYSSEY GOLD LIMITED (FORMERLY NAMED "ODYSSEY ENERGY LIMITED") ACN 116 151 636

SUPPLEMENTARY PROSPECTUS

1 Important Information

This is a supplementary prospectus ( Supplementary Prospectus ) intended to be read with the short-form prospectus dated 11 November 2020 ( Prospectus ) issued by Odyssey Gold Limited ACN 116 151 636 ( Company ).

This Supplementary Prospectus is dated 26 November 2020 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility as to the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than the changes set out in this Supplementary Prospectus, all other details in relation to the Prospectus remain unchanged. To the extent of any inconsistency between this Supplementary Prospectus and the Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this Supplementary Prospectus.

The Company has issued both a printed and electronic version of this Supplementary Prospectus and the Prospectus. Electronic versions of both may be accessed at www.odysseygold.com.au.

This Supplementary Prospectus and the Prospectus are important documents that should be read in their entirety. If you are in any doubt as to the contents of this Supplementary Prospectus or the Prospectus, you should consult your stockbroker, lawyer, accountant or other professional adviser without delay.

2 Supplementary Prospectus

2.1 Purpose

This Supplementary Prospectus has been issued to incorporate the additional information contained within the addendum to the Company's notice of meeting, dated 26 November 2020 into the Prospectus.

2.2 No investor action required

As the content of this Supplementary Prospectus is not considered by the Company to be materially adverse to investors, no action needs to be taken by investors who have already submitted proxy forms. As no applications may be made under this Prospectus, there are no withdrawal rights offered pursuant to this Supplementary Prospectus.

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2.3 Proxy Forms

(a) If you have already completed and returned the Proxy Form which was provided with the original Notice of Meeting and you wish to change your vote, you must complete and return a new Proxy Form. Please contact the Company if you require a new Proxy Form.
(b) If you have already completed and returned the Proxy Form which was annexed to the original Notice of Meeting and you do not wish to change your vote, you do not need to take any action as the earlier submitted Proxy Form will be accepted by the Company unless you submit a new Proxy Form.

3 Amendments to the Prospectus

All references to the "Notice of Meeting" in the Prospectus are replaced with "Notice of Meeting as amended by the Addendum to the Notice of Meeting", and the definition of "Notice of Meeting" in Section 6 (Definitions) of the Prospectus is deleted and replaced with:

" Notice of Meeting means the Notice of General Meeting of the Company dated 11 November 2020 in which the Capital Reduction and Distributions Resolution is to be considered (which includes the Explanatory Memorandum), as amended by the Addendum to the Notice of Meeting dated 26 November 2020."

The Addendum to the Notice of Meeting is included as Attachment 1 to this Supplementary Prospectus.

3.1 Summary of amendments and additional sections of the Addendum to the Notice of Meeting

The amendments to the Notice of Meeting, as amended by the Addendum to the Notice of Meeting, are as follows:

(a) Section 4.5 has been amended by the inclusion of a reference to the Independent Technical Report in Schedule 6;
(b) Sections 4.5A, 4.5B and 4.6C have been inserted after Section 4.5 to provide additional information in relation to the prospects of Peregrine;
(c) Sections 4.33 and 4.34 have been inserted after Section 4.32 to provide financial information on the Company and Peregrine, including an additional pro forma financial statement for Peregrine in Schedule 4A describing the impact of completion of the Distributions, the acquisition of the Pilbara Gold Project and an initial public offering; and
(d) Section 4.35 has been inserted after Section 4.34 to provide information on the costs associated with the Notice of Meeting and Prospectus (including the Supplementary Prospectus).

4 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Supplementary Prospectus, or any statement on which a statement in this Supplementary Prospectus is based, other than those referred to in this section;
(b) has not authorised or caused the issue of this Supplementary Prospectus or the making of the offer; and
(c) makes no representations regarding, and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in, or omissions from, any part of this Supplementary Prospectus other than a reference to its name and a statement and/or any report (if any) included in this Supplementary Prospectus with the consent of that party as specified in this section.

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BM Geological Services Pty Ltd has given its written consent to being named as the Independent Technical Expert to the Company and to the inclusion of the Independent Technical Report in Schedule 6 of the Notice of Meeting in the form and context in which the report is included. BM Geological Services Pty Ltd has not withdrawn its consent prior to the lodgement of this Supplementary Prospectus with ASIC.

5 Directors’ authorisation

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

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent.

This Supplementary Prospectus is signed for and on behalf of the Company by:

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Matthew Syme Executive Director

Dated: 26 November 2020

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Attachment 1 – Addendum to the Notice of Meeting

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ODYSSEY GOLD LIMITED (FORMERLY NAMED "ODYSSEY ENERGY LIMITED") ACN 116 151 636

ADDENDUM TO NOTICE OF GENERAL MEETING (CAPITAL REDUCTION NOTICE OF MEETING)

Odyssey Gold Limited (formerly named "Odyssey Energy Limited") ( Company ) hereby gives notice to Shareholders that, in relation to the Notice of Meeting and Explanatory Memorandum dated 11 November 2020 in respect of the General Meeting to be held on Friday, 11 December 2020 at 11.00am (WST) at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia ( Meeting ), the Directors have resolved to supplement the information contained in the Explanatory Memorandum by issuing this addendum to the Notice of Meeting dated 26 November 2020 ( Addendum ) for the purposes described below.

The numbering used in this Addendum reflects the numbering used in the Notice and the Explanatory Memorandum. Capitalised terms used in this Addendum are as defined in the Notice and the Explanatory Memorandum, unless expressly defined otherwise.

EXPLANATORY MEMORANDUM

The following is inserted at the end of Section 4.5

The Independent Technical Report in Schedule 6 provides further information on the geology of the Pilbara Gold Project.

The following new Sections 4.5A to 4.5C are inserted after Section 4.5:

4.5A Business Model

Following completion of the Capital Reduction and Distributions, Peregrine will be an unlisted public company. Peregrine proposes to progress with satisfying the conditions to complete the acquisition of the Pilbara Gold Project which includes pursuing a listing on ASX. Once acquired, Peregrine will seek to explore and, subject to the presence of economic mineral deposits, develop the Pilbara Gold Project. At the date of the Notice, Peregrine has no operating revenue and is unlikely to generate any operating revenue unless and until the Pilbara Gold Project is successfully developed. Peregrine will experience losses from exploration activities and until such time as Peregrine carries on mining production activities, it expects to continue to incur losses. It is likely that Peregrine will require additional funding in the future, and as such the intention is to add Peregrine Shareholder value and also progressively reduce risks associated with its current or any new mineral projects that may be acquired.

Following completion of the Capital Reduction and Distributions, Peregrine will immediately proceed with the following activities:

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progress with satisfying the conditions to complete the acquisition of Pilbara Gold Project;

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raise capital and pursue a listing on ASX.

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once acquired, develop the Pilbara Gold Project; and

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pursue other opportunities in the resources sector including pursuing any acquisition opportunities that may arise.

Upon completion of the Capital Reduction and Distributions, Peregrine will seek to complete the acquisition of the Pilbara Gold Project and aim to progressively transition from being a junior explorer to, subject to the results of exploration activities, technical studies and the availability of suitable funding, exploiting the value of mineral projects by undertaking project development, construction and mining activities by:

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conducting systematic exploration activities on mineral projects, with the aim of discovering a mineral deposit;

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following discovery, delineating a mineral resource estimate on the mineral deposit;

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undertaking economic and technical assessments of the projects in line with standard industry practice (for example completion of a scoping study, then a prefeasibility study followed by a definitive feasibility study);

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undertaking project development and construction; and

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ultimately exploitation of the project through mining operations.

As the development of relevant projects progress, Peregrine may also consider corporate actions that may also provide the opportunity to increase Peregrine Shareholder value, which may include joint ventures, asset sales (whole or part), strategic partnerships or product off-take arrangements.

Peregrine also intends to continue identifying, evaluating and, if warranted, acquiring additional resource projects and assets in Australia and/or overseas, if the Board considers that they have the potential to add Peregrine Shareholder value. Peregrine will consider acquiring these additional interests by way of direct project acquisition, farm in, joint venture or direct equity in the project owners, and may include minerals or prospectivity for minerals in addition to gold.

4.5B Strategy and Objectives

As discussed above, the primary objective of Peregrine is to create value for Peregrine Shareholders through the exploration, discovery and development of mineral deposits.

Following the Distributions, Peregrine proposes to progress with satisfying the conditions to complete the acquisition of the Pilbara Gold Project which includes pursuing a listing on ASX. Once the Pilbara Gold Project has been acquired, Peregrine proposes to undertake the exploration programs discussed in Section 4.5A. The results of the exploration programs will determine the economic viability and potential timing for the commencement of additional technical studies, including studies that assess the economic viability of the Pilbara Gold Project, and ultimately the commencement of mining operations.

In summary, Peregrine’s objectives subsequent to the acquisition of the Pilbara Gold Project are to:

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undertake follow-up reconnaissance exploration activities on a number of areas identified across the Pilbara Gold Project tenement package including reviewing available data and field work;

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subject to results of the exploration activities, progress technical studies on the Pilbara Gold Project;

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assess opportunities for business development and new venture activities to potentially add additional mineral projects; and

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assess opportunities to enter into joint venture arrangements in respect to the Pilbara Gold Project and other new mineral projects.

4.5C Key Strengths

The Board considers that it has extensive experience in mineral exploration, project development, mining and financing in the resources industry.

The following new Sections 4.33 to 4.35 are inserted after Section 4.32:

4.33 Odyssey Financial Information

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Introduction

The financial information in this Section 4.33 consists of the historical financial information relating to the Company which comprises the:

(i) historical consolidated statements of financial position as at 30 June 2020, 30 June 2019 and 30 June 2018; and
(ii) historical consolidated statements of profit or loss and other comprehensive income and historical consolidated statements of cash flows for the years ended 30 June 2020, 30 June 2019 and 30 June 2018,

together referred to as the Historical Financial Information .

The Directors are responsible for the inclusion of the Historical Financial Information in the Explanatory Memorandum.

The information presented in this Section 4.33 should be read in conjunction with the risk factors as detailed in Schedule 2, other information included in the Explanatory Memorandum and the latest audited financial statements.

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Basis of preparation

The Historical Financial Information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards (including Australian Accounting Interpretations) and the accounting policies adopted by the Company.

The Historical Financial Information contained in this Section 4.33 is presented in an abbreviated form and does not contain all the disclosures that are provided in a financial report prepared in accordance with the Corporations Act and Australian Accounting Standards and Interpretations.

The Historical Financial Information of the Company has been extracted from the financial statements of the Company for the years ended 30 June 2020, 30 June 2019 and 30 June 2018, which were audited by Deloitte Touche Tohmatsu, who issued unmodified audit opinions dated 21 September 2020, 19 September 2019 and 7 September 2018 respectively.

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Historical Consolidated Statements of Profit or Loss and Other Comprehensive Income

	30 June 2018	30 June 2020
	$ $	$
Other income Gain on disposal of subsidiary Exploration and evaluation expenses Administrative costs Business development costs LOSS BEFORE INCOME TAX Income tax benefit LOSS FOR THE YEAR Other comprehensive income, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR	340,724 363,414 232,432 - - 94,859 (82,205) (100,751) - (247,757) (251,310) (252,466) (43,568) (115,851) (135,562)
	(32,806) (104,498) (60,737) - - -
	(32,806) (104,498) (60,737) - - (94,859)
	(32,806) (104,498) (155,596)

The above historical consolidated statements of profit or loss and other comprehensive income are to be read in conjunction with Sections 4.33(b) and 4.33(f).

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Historical Consolidated Statements of Cash Flows

	30 June 2018	30 June 2020
	$ $	$
CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees COVID-19 cash flow boost Refunds of GST received Net Cash used in Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the reporting year CASH AND CASH EQUIVALENTS AT THE END OF THE REPORTING YEAR	345,045 324,112 256,095 (403,247) (461,812) (417,779) - - 10,000 24,750 21,514 19,584
	(33,452) (116,186) (132,100)
	- - -
	- - -
	(33,452) (116,186) (132,100) 14,526,781 14,493,329 14,377,143
	14,493,329 14,377,143 14,245,043

The above historical consolidated statements of profit or loss and other comprehensive income are to be read in conjunction with Sections 4.33(b) and 4.33(f).

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Historical Consolidated Statements of Financial Position

	As at 30 June 2018	As at 30 June 2019	As at 30 June 2020
	$	$	$
Current assets Cash and cash equivalents Trade and other receivables Total current assets Total assets Current liabilities Trade and other payables Total current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity	14,493,329 14,377,143 14,245,043 33,722 64,379 31,070
	14,527,051 14,441,522 14,276,113
	14,527,051 14,441,522 14,276,113
	36,700 55,669 45,856
	36,700 55,669 45,856
	36,700 55,669 45,856
	14,490,351 14,385,853 14,230,257
	39,932,389 39,932,389 39,932,389 94,859 94,859 - (25,536,897) (25,641,395) (25,702,132)
	14,490,351 14,385,853 14,230,257

The above historical consolidated statements of profit or loss and other comprehensive income are to be read in conjunction with Sections 4.33(b) and 4.33(f).

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Notes to and forming part of the Historical Financial Information

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This Section 4.33 does not include all the notes of the type normally included in an annual financial report. Accordingly, this Section 4.33 should be read in conjunction with the annual report of the Company for the year ended 30 June 2020. The significant accounting policies which have been adopted in the preparation of the historical financial information are set out below. These policies have been consistently applied to all periods presented unless otherwise stated.

(a) Reporting framework

The historical financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements specified by all the Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.

The historical financial information has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities based on directors’ estimates of Net Realisable Value. The historical financial information is presented in Australian dollars.

(b) New and amended standards adopted by the Company

The Company has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period. New and revised standards and amendments thereof and interpretations effective for the current reporting period that are relevant to the Company include:

(i) AASB 16 Leases
(ii) Interpretation 23 Uncertainty over Income Tax Treatments
(iii) AASB 2017-7 Amendments – Long-term Interests in Associates and Joint Venture Amendments to IAS 28 and Illustrative Example – Long-term Interests in Associates and Joint Ventures
(iv) AASB 2018-1 Amendments – Annual Improvements 2015-2017 Cycle
(v) AASB 2018-2 Amendments – Plan Amendment, Curtailment or Settlement (AASB 119).

The adoption of the aforementioned standards has resulted in no impact on the financial statements of the Company for the financial year ended 30 June 2020. A discussion on the adoption of AASB 16 is included below.

AASB 16

AASB 16 Leases has replaced the previous accounting requirements for leases under AASB 117 Leases. Under the previous requirements, leases were classified based on their nature as either finance leases which were recognised on the Statement of Financial Position, or operating leases, which were not recognised on the Statement of Financial Position.

Under AASB 16 Leases, the Company’s accounting for operating leases as a lessee will result in the recognition of a right-ofuse (ROU) asset and an associated lease liability on the Statement of Financial Position. The lease liability represents the present value of future lease payments, with the exception of short-term and low value leases. An interest expense will be recognised on the lease liabilities and a depreciation charge will be recognised for the ROU assets. There will also be additional disclosure requirements under the new standard.

The Company’s adoption of AASB 16 has resulted in no impact to the financial statements of the Company due to the fact that the Company has not entered into any transactions or arrangements that would be accounted for as a lease under the new standard.

(c) Business Combination and Asset Acquisition

The Directors may evaluate a group of assets that is acquired in a transaction is not a business combination in accordance with either the optional “concentration” or “substantive process” tests in AASB 3. In such cases where a transaction is not a business combination, the cost of acquisition is allocated to the individual identifiable assets (including intangible assets that meet the definition of and recognition criteria for intangible assets in AASB 138) acquired and liabilities assumed on the basis of their relative fair values at the date of acquisition.

(d) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of 3 months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

(e) Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method. Exploration and evaluation expenditure encompasses expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition and are recorded as an asset if:

the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation expenditure incurred by the Company subsequent to the acquisition of the rights to explore will be expensed as incurred, up until the technical feasibility and commercial viability of the project has been demonstrated with a bankable feasibility study.

Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(f) Use and Revision of Accounting Estimates

The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described above.

(g) Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Company is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments.

(h) Issued Capital

Ordinary Shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(i) Share-Based Payments

Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These sharebased payments are measured at the fair value of the equity instrument at the grant date. Fair value is determined using the Black Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At each reporting date, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the share based payments reserve. Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where ordinary shares are issued and vest immediately, the transaction is recorded at fair value based on the quoted price of the ordinary shares at the date of issue. The acquisition is then recorded as an asset or expensed in accordance with accounting standards.

(j)

Significant judgements and key assumptions

The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

Key judgements

Exploration and evaluation

The Company capitalises expenditure incurred in the acquisition of rights to explore and records this as an asset where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. There are areas of interest from which no reserves have been extracted, but the directors are of the continued belief that such expenditure should not be written off since the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

Share based payments

The Company recognises share based payments in accordance with the policy at Note 1(i).

4.34 Peregrine Historical Financial Information

As described in Section 4.4, Peregrine was incorporated on 30 September 2020, has no operating history independent of the Company and has not carried on a business since incorporation. Accordingly, the Company has not included any historical financial information for Peregrine, on the basis that Peregrine currently has no assets or liabilities. The Company is not in a position to disclose key financial ratios or other financial information, other than the pro-forma statements of financial position included as Schedule 4 and Schedule 4A to the Notice.

A pro forma statement of financial position for Peregrine is set out in Schedule 4 which reflects the indicative statement of financial position of Peregrine following completion of the Distributions. Peregrine's pro forma statement of financial position following completion of the Distributions is net assets of A$3,275,305 solely comprised of cash and cash equivalents.

A pro forma statement of financial position for Peregrine is set out in Schedule 4A which reflects the indicative statement of financial position of Peregrine following completion of: (a) the Distributions; (b) the acquisition of the Pilbara Gold Project; and (c) an initial public offering by Peregrine to raise $2.0 million (before costs). Peregrine's pro forma statement of financial position following completion of the Distributions, the acquisition of the Pilbara Gold Project, and an initial public offering by Peregrine to raise $2.0 million (before costs), is net assets of A$6,741,005 comprised of cash and cash equivalents and exploration and evaluation assets.

4.35 Expenses of Offers

The total expenses of the Company as payable by Peregrine (exclusive of GST) are set out in the table below.

Item	A$ (exclusive of GST)
Legal fees	32,000
Independent Technical Report	15,000
Accounting and taxation advice	17,500
ASIC fees	3,200
Printing and postage	3,400
Share registry fees	1,200
Prospectus preparation and expenses of the Offers	5,000
General and contingency	5,000
TOTAL	82,300

The following new Schedule 4A is inserted after Schedule 4:

Schedule 4A – Peregrine Pro-Forma Statement of Financial Position following completion of the Distributions, the acquisition of the Pilbara Gold Project and an initial public offering.

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The following new Schedule 6 is inserted after Schedule 5:

Schedule 6 – Independent Technical Report

INDEPENDENT GEOLOGIST’S REPORT

ON THE PILBARA GOLD PROJECT

WESTERN AUSTRALIA

A report by Darryl Mapleson of

BM Geological Services Pty Ltd

For Odyssey Energy Limited and Peregrine Gold Limited

19 November 2020

Distribution

1 BM Geological Services
2 Odyssey Energy Limited and Peregrine Gold Limited

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19 November 2020

The Directors Odyssey Energy Limited and Peregrine Gold Limited Level 9 28 The Esplanade Perth WA 6000

Dear Sirs

Independent Geologist’s Report on the Pilbara Gold Project, Western Australia

BM Geological Services Pty Ltd (BMGS) has been commissioned by Odyssey Energy Limited (Odyssey) and Peregrine Gold Limited (Peregrine) to provide an Independent Geologist’s Report on mineral assets Peregrine proposes to acquire. BMGS understands that Peregrine intends to acquire the Pilbara assets and that this Report is to be included in both a notice of meeting (Notice) to be lodged by Odyssey and prospectuses (Prospectuses) to be lodged by Odyssey with the ASX and ASIC respectively and may be relied upon by shareholders and potential investors.

Following completion of the acquisition, the Pilbara Gold Project in Western Australia will comprise the mineral assets of Peregrine. A list of the tenements which will comprise these mineral assets is detailed in Table 2 of this report. BMGS has completed a desktop review of the project which involved compiling and reviewing the project’s technical aspects, including previous work, regional geological setting, local geology, mineralisation, exploration potential and planned exploration. The objectives of this report are to provide a geological overview of the project covering pertinent aspects in detail appropriate to the strategic importance of the project assigned by Peregrine.

This report is based on information provided by Odyssey and Peregrine, which includes technical reports by consultants, previous tenement holders and other relevant published and unpublished data for the project areas. A listing of the principal sources of information is included in this report. BMGS is of the opinion that no significant additional benefit would have been gained through a site visit to the project areas given their location and stage of development. BMGS has endeavoured, by making reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. Odyssey and Peregrine has been given a final draft of this report and thereby given an opportunity to identify any material errors or omissions in it.

BMGS has not verified the status of tenements or reviewed any issues regarding ownership, agreements or access pertaining to the tenements, which are being addressed in the Prospectuses. This report was prepared by Mr Darryl Mapleson (Principal Geologist) of BM Geological Services in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edition) and the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (VALMIN Code 2015 Edition). The report has also been prepared in accordance with ASIC Regulatory Guides 111 (Contents of Expert Reports) and 112 (Independence of Experts). Mr Mapleson is a Fellow of the Australasian Institute of Mining and Metallurgy.

Mr Mapleson is a full-time employee of BMGS and has sufficient experience which is relevant to the styles of mineralisation and types of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code 2012 Edition. The information in this report that relates to Technical Assessment of Mineral Assets reflects information compiled and conclusions derived by Mr Mapleson. Mr Mapleson has sufficient experience relevant to the Technical Assessment of the Mineral Assets under consideration and to the activity which he is undertaking to qualify as a Specialist

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Pilbara Gold Project

as defined in the VALMIN Code 2015 Edition. Mr Mapleson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Consent has been sought from Odyssey’s and Peregrine’s representatives to include technical information and opinions expressed by them. No other entities referred to in this report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities. BMGS and its employees are not, nor intend to be, directors, officers, or employees of Odyssey or Peregrine and have no material interest in any of the projects of Odyssey or Peregrine. The relationship with Odyssey and Peregrine is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

In consideration of the definition provided in the VALMIN Code, the mineral assets of Peregrine are classified as Pre-Development Mineral Assets. The mineral properties are considered prospective, although subject to varying degrees of risk, to warrant further exploration and development of their economic potential consistent with the programs proposed by Peregrine.

Yours Faithfully

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Darryl Mapleson

For and on behalf of BM Geological Services

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Pilbara Gold Project

INDEPENDENT GEOLOGIST’S REPORT

ON THE PILBARA GOLD PROJECT WESTERN AUSTRALIA

Author: Darryl Mapleson Principal Geologist BSc (Hons), FAusIMM Date 19 November 2020 Copies Odyssey Energy Limited and Peregrine Gold Limited Project No: ODY002 File Name: ODY002_IGR_2020_11_19_FINAL.DOC Yours Faithfully

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Darryl Mapleson

For and on behalf of BM Geological Services

This report has been commissioned from and prepared by BM Geological Services for the exclusive use of Odyssey Energy Limited and Peregrine Gold Limited. Each statement or opinion in this report is provided in response to a specific request by Odyssey Energy Limited and Peregrine Gold Limited to provide that statement or opinion. Each such statement or opinion is made by BM Geological Services in good faith and in the belief that it is not false or misleading. Each statement or opinion contained within this report is based on information and data supplied by Odyssey Energy Limited and Peregrine Gold Limited to BM Geological Services, or otherwise obtained from public searches conducted by BM Geological Services for the purposes of this report.

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1	INTRODUCTION ............................................................................................................................................. 1
	1.1 Terms of Reference .................................................................................................................................. 1
	1.2 Tenement Status Verification ................................................................................................................... 1
	1.3 Disclaimer ................................................................................................................................................. 1
	1.4 Qualifications, Experience and Independence ......................................................................................... 2
	1.5 Specialist Declarations and Consent ........................................................................................................ 2
	1.6 Competent Persons Statement ................................................................................................................ 2
	1.7 Principle sources of Information .............................................................................................................. 3
	1.8 Background Information .......................................................................................................................... 3
2	PILBARA GOLD PROJECT ................................................................................................................................ 4
	2.1 Location .................................................................................................................................................... 4
	2.2 Tenure ...................................................................................................................................................... 5
	2.3 Project’s Geological Setting ...................................................................................................................... 7
	2.3.1 Overview of the relevant geological terranes. ............................................................................. 7
	2.3.2 District Geology. ........................................................................................................................... 8
	2.4 Exploration History ................................................................................................................................... 9
	2.4.1 Iron Ore ...................................................................................................................................... 10
	2.4.2 Base Metals ................................................................................................................................ 10
	2.4.3 Uranium ...................................................................................................................................... 11
	2.4.4 Gold ............................................................................................................................................ 12
	2.5 Current Exploration ................................................................................................................................ 17
	2.6 Historical Production .............................................................................................................................. 17
	2.7 Mineral Resources .................................................................................................................................. 17
	2.8 Nearby Deposits ..................................................................................................................................... 17
	2.8.1 Iron Ore Projects ........................................................................................................................ 17
	2.8.2 Karlawinda Gold Project ............................................................................................................. 17
	2.8.3 Prairie Downs Ag-Pb-Zn Deposits ............................................................................................... 18
	2.9 Exploration Potential and Targets .......................................................................................................... 19
	2.10 Exploration Strategy – Pilbara Gold Project ........................................................................................... 21
3	PLANNED EXPLORATION EXPENDITURE ...................................................................................................... 22
4	REFERENCES ................................................................................................................................................ 23

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5 LIST OF ABBREVIATIONS .............................................................................................................................. 25
LIST OF TABLES
Table 1 - Summary of Qualifications, Professional Memberships and Responsibilities. ........................................ 2
Table 2 - Pilbara Gold Project Mining Tenement Schedule. ‘BL’ refers to graticule blocks. ................................... 6
Table 3 - Exploration Budget for Pilbara Gold Project. ......................................................................................... 22
LIST OF FIGURES
Figure 1 - Location diagram for the Pilbara Gold Project. ...................................................................................... 5
Figure 2 - Tenement map for the Pilbara Gold Project locating nearby township of Newman and the Karlawinda
CIL gold processing plant. ............................................................................................................................. 6
Figure 3 - Regional geology surrounding the Pilbara Gold project. The black square locates the area shown in
Figure 4. ........................................................................................................................................................ 7
Figure 4 - District geology surrounding the Pilbara Gold project. License outlines are shown in white polygons. 8
Figure 5 - Compilation plan by Redstone Metals Pty Ltd highlighting magnetic anomalism within E52/3783
indicating BIF and potential greenstone belts within the granitic Sylvanian Inlier. The magnetic anomalism
has been identified as having a similar signature to the host stratigraphy of the Bibra gold deposit, 60 km
to the south east. ........................................................................................................................................ 14
Figure 6 - Crustiform epithermal quartz veining with elevated gold from E52/3785 (Giralia Resources 2005).. 15
Figure 7 - Extract of a compilation plan generated by Mansfield Resources Pty Ltd showing significant historical
exploration results and targets within the northern licences. Highlighted are the location of epithermal
veining, anomalous historical stream samples, and prospective basal sedimentary units. ....................... 16
Figure 8 Cross-section of the Bibra gold deposit, showing the shallowly dipping mineralised lodes inside various
pit shell optimisations. (Source: http://capmetals.com.au). ...................................................................... 18
Figure 9 - The location of Deadman’s Flat in relation to Capricorn Metals Limited’s proposed development
corridor for the Bibra Mill. All of the Pilbara Gold Project licences fall within 80km’s of the proposed Bibra
Mill. (Source: http://capmetals.com.au). .................................................................................................... 19
LIST OF APPENDICES
Appendix 1 JORC Code, 2012 Edition – Table 1 – Pilbara Gold Project………………………..............................26

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EXECUTIVE SUMMARY

BM Geological Services Pty Ltd (BMGS) has been commissioned by Odyssey Energy Limited (Odyssey) and Peregrine Gold Limited (Peregrine) to provide an Independent Geologist’s Report on mineral assets Peregrine proposes to acquire. BMGS understands that Peregrine intends to acquire the Pilbara Gold Project assets and that this report is to be included in both a notice of meeting to be lodged and prospectuses (Prospectuses) to be lodged by Odyssey with the ASX and ASIC respectively and may be relied upon by shareholders and potential investors.

Following completion of the acquisition, the Pilbara Gold Project located in the Pilbara region of Western Australia will comprise the mineral assets of Peregrine. A map showing the location of the project is presented in Figure 1, and a list of the tenements which will comprise the mineral assets is detailed in Table 2 of this report. No Mineral Resources or Exploration Targets in line with the 2012 JORC guidelines have been reported for the projects.

The Pilbara Gold Project consists of a semi-contiguous group of tenements situated approximately 30 kilometres southwest of Newman (see Figures 1 & 2); and it is approximately 1,000 kilometres northnorth east of Perth at the southern edge of the Hammersley area of Western Australia.

The Pilbara Gold Project comprises 3 live exploration license and 4 exploration license applications. The sum of the area is 212 graticule blocks. All licenses are held in the name of either George Peter Merhi, Redstone Metals Pty Ltd, Territory Prospecting Pty Ltd, North West Iron Pty Ltd and/or Mansfield Resources Pty Ltd. The total annual expenditure commitment for the Project is $90,000, although this figure will increase significantly as licenses under application are granted. Live licenses are in their first annual term.

The Pilbara Gold project partially overlaps the southeast corner of the Pilbara Craton. Archaean granite- and minor greenstone are exposed in the Sylvania Inlier. The northern margin of this terrane is in tectonic contact with the Fortescue and Hamersley Groups that lie within the Hamersley Basin. In the south it is unconformably overlain by the Bresnahan and Bangemall basins that form the Bangemall Group. Gold deposits of significant scale occur in a variety of spatial and temporal settings.

Peregrine is focussed on gold exploration in the east Pilbara region of Western Australia, and as such, the conclusions of this review are focussed on the gold potential of the licences within the current tenement package. A review of these licences indicates the potential for multiple styles of gold and base metal mineralisation.

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1 INTRODUCTION

1.1 Terms of Reference

BM Geological Services (BMGS) has been commissioned by Odyssey Energy Limited (Odyssey) and Peregrine Gold Limited (Peregrine) to provide an Independent Geologist’s Report on Peregrine’s proposed Pilbara Gold Project mineral assets. This report has been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edition) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets for Independent Expert Reports (VALMIN Code 2015 Edition). The report has also been prepared in accordance with Australian Securities and Investments Commission (ASIC) Regulatory Guides 111 (Contents of Expert Reports) and 112 (Independence of Experts).

1.2 Tenement Status Verification

Odyssey and Peregrine has commissioned independent legal advice regarding the status of the tenements that are referred to in this report (as set out in the Tenement Schedule) underlying the mineral assets. BMGS has not reviewed the material contracts relating to the proposed mineral assets of Peregrine and is not qualified to make legal representations in this regard. Specific details regarding the tenements and any material agreements pertaining to them are detailed in the solicitor's report in the Prospectuses.

1.3 Disclaimer

The author of this report and BMGS are independent of Odyssey and Peregrine, its directors, senior management and advisors and have no economic or beneficial interest (present or contingent) in any of the mineral assets being reported on. BMGS is remunerated for this report by way of a professional fee determined in accordance with a standard schedule of commercial rates, which is calculated based on time charges for review work carried out and is not contingent on the outcome of this report. Fees arising from the preparation of this report are listed in the Prospectuses.

The relationship with Odyssey and Peregrine is solely one of professional association between client and independent consultant. None of the individuals employed or contracted by BMGS are officers, employees or proposed officers of Odyssey or Peregrine or any group, holding or associated companies of Odyssey or Peregrine.

The report has been prepared in compliance with the Corporations Act and ASIC Regulatory Guides 111 and 112 with respect to BMGS’s independence as experts. BMGS regards RG112.31 to be in compliance whereby there are no business or professional relationships or interests which would affect the expert’s ability to present an unbiased opinion within this report.

This Independent Geologist’s Report has been compiled based on information available up to and including the date of this report, any statements and opinions are based on this date and could alter over time depending on exploration results, commodity prices and other relevant market factors.

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1.4 Qualifications, Experience and Independence

BMGS has been consulting to the mining industry since 2003 with its services that include valuations, independent technical reporting, mining and exploration management and Mineral Resource estimation.

Our capabilities include reporting for all the major securities exchanges and encompass a diverse variety of commodity types. A summary of the BMGS personnel, their qualifications, professional memberships and responsibilities pertaining to this report are summarised in Table 1.

Table 1 - Summary of Qualifications, Professional Memberships and Responsibilities.

Name	Qualification	Professional Memberships	Sections Responsible
Darryl Mapleson	BSc(Hons)	FAusIMM	1,2,3,4,5 and 6

Author: Darryl Mapleson; Director of BM Geological Services Pty Ltd

Darryl has had over 30 years of experience in the mining and exploration industry and has worked in Australia, South East Asia, Mongolia, Canada and Africa; on gold, copper, nickel, iron ore and platinum group element projects. He commenced his career in Australia for Dominion Mining Pty Ltd in the Pine Creek Inlier of the Northern Territory; and worked for Reynolds Australia in the Southern Cross Greenstone Belt within the Yilgarn Craton of WA; with WMC Limited, in the Eastern Goldfields of WA and for Teck Cominco in the Hemlo Camp, Ontario, Canada. Darryl started his own practice in 2003 and has worked on feasibility studies and mining operations in Australia (nickel & gold), Vietnam (nickel), Mauritania, Laos (gold, silver) and Finland (PGE & Au). Significant achievements include the building of a mineral service group which serviced the Australian and international minerals industry. The group combined a geosciences company, a downhole directional and geophysical surveying company, an environmental company and a surface diamond drilling company.

1.5 Specialist Declarations and Consent

The information in this report that relates to the Technical Assessment of Mineral Assets reflects information compiled and conclusions derived by Mr Darryl Mapleson, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Mapleson is not an employee of Odyssey or Peregrine. Mr Mapleson has sufficient experience relevant to the Technical Assessment of the Mineral Assets under consideration and to the activity which he is undertaking to qualify as a Specialist as defined in the JORC Code (2012 Edition). Mr Mapleson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

1.6 Competent Persons Statement

The information in this report that relates to Exploration Data is based on information compiled by Mr Darryl Mapleson a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Mapleson is a Principal Geologist with BMGS and will not receive any consideration securities as a nominee of the vendors to the transaction to be undertaken by Odyssey or Peregrine.

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Mr Mapleson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the JORC Code (2012 edition). Mr Mapleson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

1.7 Principle sources of Information

The principle sources of information used to compile this report comprise technical reports and data variously compiled by Odyssey and Peregrine, the vendors of the mineral assets and their respective partners or consultants, publicly available information such as ASX releases, government reports and discussions with Odyssey and Peregrine and vendor technical and corporate management personnel. A listing of the principal sources of information are included in the references attached to this report.

Figures used in this report have been prepared either by BMGS or derived from historical reports and journals.

BMGS has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was also provided to Odyssey and Peregrine, prior to finalisation by BMGS, requesting that Odyssey and Peregrine identify any material errors or omissions prior to its final submission. BMGS does not accept responsibility for any errors or omissions in the data and information upon which the opinions and conclusions in this report are based, and does not accept any consequential liability arising from commercial decisions or actions resulting from errors or omissions in that data or information.

1.8 Background Information

The projects discussed in this report are located in Western Australia. A locality map of the projects is presented in Figure 1 below. A summary of the tenement details is listed in Table 2 below. References, a glossary of terms and a list of abbreviations are included at the end of this report.

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2 PILBARA GOLD PROJECT

2.1 Location

The Pilbara Gold Project is located at -23° 36’ 3” S and 119° 32’ 42” E. It consists of semi-contiguous group of tenements situated approximately 30 kilometres southwest of Newman (see Figures 1 & 2); and it is approximately 1,000 kilometres north-north east of Perth at the southern edge of the Hammersley area of Western Australia.

Access to the Project is via the sealed Great Northern Highway that passes through the tenement package. By road it is 1200 kilometres from Perth and various leases are situated between 15 -65 kilometres from Newman. A regional airport is located at Newman and routine commercial flights from Perth are available. The project is located on the Newman SG 50-16 1:250,000 scale map sheet.

Other major infrastructure supporting the project is the relatively close proximity of the Karlawinda Carbon in Leach gold progressing facility being built by Capricorn Metals Ltd. Its design throughput is 4.0 – 5.0 Mtpa (Figure 2).

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==> picture [323 x 436] intentionally omitted <==

Figure 1 - Location diagram for the Pilbara Gold Project.

2.2 Tenure

The Pilbara Gold Project comprises 3 live exploration license and 4 exploration license applications. The sum of the area is 212 graticular blocks.

All licenses are held in the name of either George Peter Merhi, Redstone Metals Pty Ltd, Territory Prospecting Pty Ltd, North West Iron Pty Ltd and/or Mansfield Resources Pty Ltd. The total annual expenditure commitment for the Project is $90,000, although this figure will increase significantly as licenses under application are granted. Live licenses are in their first annual term.

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==> picture [445 x 343] intentionally omitted <==

Figure 2 - Tenement map for the Pilbara Gold Project locating nearby township of Newman and the Karlawinda CIL gold processing plant.

Table 2 - Pilbara Gold Project Mining Tenement Schedule. ‘BL’ refers to graticule blocks.

Tenement	Exploration Commitment	Holder 1	Holder 2	Area (ha)	Granted	Expiry
E52/3783	$55,000	Merhi, George Peter	Redstone Metals Pty Ltd	55 BL	25/08/2020	24/08/2025
E52/3785	$15,000	Territory Prospecting PtyLtd	Merhi, George Peter	5 BL	05/10/2020	04/10/2025
E52/3786	$20,000	Merhi, George Peter		7 BL	25/08/2020	24/08/2025
E52/3826	N/A	North West Iron Pty Ltd	Merhi, George Peter	44 BL
E52/3828	N/A	North West Iron Pty Ltd	Mansfield Resources PtyLtd	18 BL
E52/3841	N/A	Redstone Metals PtyLtd		70 BL
E52/3850	N/A	North West Iron Pty Ltd	Mansfield Resources PtyLtd	13 BL

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2.3 Project’s Geological Setting

2.3.1 Overview of the relevant geological terranes

The Pilbara Gold project partially overlaps the southeast corner of the Pilbara Craton. Archaean granite and minor greenstone are exposed in the Sylvania Inlier. The northern margin of this terrane is in tectonic contact with the Fortescue and Hamersley Groups that lie within the Hamersley Basin. In the south it is unconformably overlain by the Bresnahan and Bangemall basins that form the Bangemall Group (Tyler, I.M., et al, 1991). Gold deposits of significant scale occur in a variety of spatial and temporal settings.

==> picture [451 x 302] intentionally omitted <==

Figure 3 - Regional geology surrounding the Pilbara Gold project. The black square locates the area shown in Figure 4.

The assembly of the Archaean to Proterozoic rock between the Pilbara and Yilgarn cratons is referred to as the Capricorn Orogen. Approximately 1000 km long and 500 km wide, the damage zone of this orogen records this punctuated Proterozoic construction. It includes the deformed margins of these cratons as well as the continental margin rocks such as the Hamersley Basin, meta-igneous and metasedimentary rocks of the Gascoyne Complex and numerous low-grade sedimentary rocks such as the Bresnahan Basin.

The collision of the Pilbara Craton and a discrete continental fragment (Glenburgh Terrane) occurred during the Ophthalmia Orogeny (2215-2145 Ma). The assembly was completed with the collision of this land mass with the Yilgarn Craton during the Glenburgh Orogeny (2005-1950 Ma; Sheppard et al, 2010). This damage zone was repeatedly reactivated through to Mulka Tectonic Event (570 Ma) although this subsequent tectonism was probably resultant from distal plate-margin processes (Sheppard et al, 2010).

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Throughout the region there are numerous gold, basemetal and rare earth element occurrences. Deposits of significance are observed within the boundaries of the Capricorn Orogen. This includes the Paulsons/Whyloo Dome gold camp, Plutonic gold camp, Bibra gold camp, Ashburton Project gold camp and the DeGrussa copper-gold-silver deposit.

2.3.2 District Geology

The project area is characterised by a complex juxtaposition of a granitoid with rafts of Archaean greenstone as well as sedimentary basins span a billion-year range in age. The sources for the stratigraphic descriptions below is largely sourced from the Newman 1:250,000 map sheet explanatory notes (Tyler, I.M., et al, 1991).

==> picture [452 x 347] intentionally omitted <==

Figure 4 - District geology surrounding the Pilbara Gold project. License outlines are shown in white polygons.

The Sylvania Inlier with the rafts of greenstone sequences largely consists of foliated and/or banded granitoid intruded by generally undeformed granitoid. Both rocks are medium grained and extensively recrystallised. Composition of the foliated granite ranges from monzogranite to granodiorite. Metamorphic mineral assemblages associated with the recrystallization include greenish-brown biotite, epidote, albite or oligoclase, andesine, microcline, muscovite and quartz. The less deformed granitoid consists of even-grained to sparsely porphyritic monzogranite to granodiorite. Metamorphic mineral assemblages are similar to those of the foliated granitoid.

In the vicinity of Deadman’s Flat gold occurrence and the Prairie Downs polymetallic occurrences are metabasaltic and metasedimentary sequences. These have been correlated with The Fortescue and

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Hamersley Groups (Tyler, 1984) but have also been presented as separate greenstones sequences (Tyler et al., 1991). Elsewhere rafts of greenstone sequences also include magnetite banded iron formation (BIF), ultramafic schist, serpentine and layered mafic lithologies. Intrusion of granitoid and pegmatites in some of these lithologies provides a timing of these greenstones relative to the granitoids of the Sylvania Inlier.

The sedimentary succession of the Hamersley Basin (2750 – 2300 Ma) spans the northern portion of the project area. The oldest rocks of this basin are those of the Fortescue Group where it is proximal to the Sylvania Inlier. Where it is not faulted, the contact between the inlier and the Fortescue Group is unconformable. The Fortescue Group comprises metasedimentary, mafic volcanic and pyroclastic sequences. Stratigraphically above this lies the economically important Hamersley Group. This group is dominated by intercalated BIF and shale. Chert, dolomite, dolerite and felsic volcanics are also constituents of this group.

The rocks of the Wyloo Group are spatial restricted to a small area south of the Deadman Flat gold mineralisation. They form part of the Ashburton Basin and were deposited in the Lower Proterozoic (c. 2000 Ma) and conformably overlie the Hamersley Group. At this locality it is comprised of coarsegrained sandstones that can become extensively silicified.

The sedimentary succession of the Bresnahan Group is constrained in time by the Capricorn Orogeny (2200 – 1600 Ma) and the age of the lower part of the superimposed basin (Bangemall Basin; c. 1500 Ma). Consequently it has an unconformable relationship with the older stratigraphy. The dominant lithofacies are conglomerates and sandstones. There is no distinct boundary between these two sedimentary facies; instead they interfinger throughout the basin. Occasional occurrences of siltstone and mudstone have also been observed.

The sedimentary succession of the Bangemall Group (c. 1500 – 1100 Ma) unconformably overlies the Sylvania Inlier as well as the Hamersley, Ashburton and Bresnahan Basins. It has been divided into the Edmund (c. 1500 Ma) and Edmund (c. 1100 Ma) subgroups. It comprises are variety of siliciclastics and calcareous sediments as well as cherts, BIF and some volcanic lithologies. Numerous large dolerite intrusions occur throughout the sequence and cluster in age dated as 1465 and 1070 Ma. He 1070 Ma sills and related volcanic rocks are associated with the Warakurna Large Igneous Province which is postulated to be the result of a mantle plume (Morris & Pirajno, 2005). The deposition of the successions were deposited in response to intracratonic extensional reactivation of the Capricorn Orogen (Sheppard et al., 2010).

The fault architecture of the project area is complex and reflects the long duration of the Capricorn Orogen. Dominant structures include the Fortescue Fault, Mt Whaleback Fault, Western Creek Fault, Homestead Fault and Prairie Downs Fault, however mineralisation reliant of hydrothermal fluid flow is not restricted

2.4 Exploration History

Companies have conducted significant early stage exploration in the project area for iron, uranium, base metals (Cu, Pb, Zn, Ni), diamonds, and gold.

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2.4.1 Iron Ore

Since the 1960’s, iron ore has been the focus of most of the regional exploration in the east Pilbara region, particularly to the north, east and west of the project area. Within the project area, companies such as Rio Tinto Exploration Pty Ltd, Atlas Iron Limited and BHP Limited have held overlapping tenure in the past and conducted exploration programs searching for iron ore deposits.

In 2006/2007 Rio Tinto Exploration Pty Ltd drilled broad-spaced RC holes into Deadman Hill, currently excised from the Deadman’s licence, and intercepted BIF in the Marra Mamba Formation at shallow depth. The intercepts graded over 60% Fe and were low in phospherous however they were also high in silica and very narrow – mostly widths of less than 10m downhole. Rio Tinto Exploration Pty Ltd later developed BIF and Channel Iron Deposits (CIDs) resources at Perry Creek, about 7km further along strike to the west of Deadman Hill. Hammersley Iron currently hold tenure over these areas.

Rio Tinto Exploration Pty Ltd also drilled several RC holes into a large magnetic BIF on the northern boundary of E52/3826. No information on this drilling was located. A little further to the south in E52/3783, and inside the Sylvania Inlier, Supergene Commodities Pty Ltd conducted some rock chip sampling of spotty magnetic anomalies for iron ore exploration (2013-2014). Supergene Commodities Pty Ltd surrendered the licences citing a lack of potential.

Several CIDs also exist in the area. These typically have a limited magnetic signature and can exist many kilometres from primary occurrences of BIF.

A ground gravity survey was undertaken by Enterprise Metals Limited in 2011 over the south-eastern part of the E52/3841. The results highlighted paleochannel positions representing potential CID targets. Atlas Iron Limited drilled a small number of RC holes in this area exploring for CID’s in 2012.

In the south of the Deadman’s licence, Stratigraphic members of the Hammersley and Fortescue Group are coincident with an 8km-long magnetic signature associated with mapped and sampled BIF. There appears to be no historical drilling testing this target. Rock chip assays grading over 60% iron indicate that at least some degree of surface enrichment has occurred. The depth to which the enrichment (or silica depletion) occurs and iron ore quality (LOI, levels of deleterious elements – Al, Mn, V, S etc) can only be effectively determined by exploration drilling. Trenching or pitting, however, may determine the width and orientation of the BIF at surface, and confirm if enrichment exists beyond what can sometimes be only a thin veneer of capping.

BMGS considers the potential for small BIF and/or CIDs to be moderate with the likelihood of such deposits being economic at current commodity prices to be low.

2.4.2 Base Metals

Base metals exploration commenced in and around the licence area in the 1970’s and continued into the early 80’s with various operating companies including Car Boyd Minerals Limited, CRA Exploration Pty Ltd, MIM Exploration Limited, GeoPeko Limited, Shell Minerals Exp Aust Pty Ltd and Pacminex Pty Ltd. Work programs typically targeted regional faults within the Proterozoic sediments using geophysical surveys, surface geochemical sampling and RAB drilling. MIM Exploration Limited targeted specific stratigraphic units within the Fortescue Group exploring for stratabound copper and zinc.

Between 2005-2013, Enterprise Metals Limited recommenced base metals exploration and defined resources at the Prairie deposit that were developed further by Prairie Metals Limited and, in recent

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years, Marindi Metals Limited. A small section of the Prairie fault cuts through southern section of the E52/3841. Enterprise Metals Limited conducted soil sampling in this area and located a zinc/silver soil anomaly coincident with gossanous outcrop. The target was not drilled at the time, with Enterprise Metals Limited surrendering the licence citing higher priority targets elsewhere. It is unknown if further work in this area has been completed since this time.

In 2007, AusQuest Limited drilled several RC holes along the eastern margin of E52/3783 where electromagnetic targets indicated the potential for strike extensions of the Beasley-Bellary ultramafic sequence. The drilling intersected elevated Ni, Cu and Co but nothing of commercial interest.

Base metal exploration has resulted in the discovery of numerous geochemical anomalies inside the tenement package and several small deposits of Ag, Pb, Zn within the NW striking Prairie Fault, just outside of the E52/1869.

BMGS recognises that unresolved geochemical anomalism in what is a prospective lithostructural setting with limited drilling presents potential for undiscovered base metals deposits, particularly for Pb, Zn and Cu. A digital compilation of all relevant historical work is necessary to assess data coverage and quality before target generation can be effectively undertaken.

2.4.3 Uranium

In 1974-75, CRA Exploration Pty Ltd conducted airborne and ground geophysical surveys in the area identifying several radiometric anomalies. CRA Exploration Pty Ltd found that the anomalies were associated with monazite in heavy mineral segregations in the Kunderong Sandstone. They concluded that because there were no reducing environments in the sandstone, there was no potential for uranium deposits.

Uranerz Australia Pty Ltd followed up on the airborne magnetics completed by Car Boyd Minerals Limited with ground magnetic/radiometric surveys, grid mapping and geochemical surveys over MC4324-26 (Jillery Well). The base metal and uranium results from the drilling were poor despite some low-level Pb, Cu, Ni and Co anomalism.

Exploration by Pancontinental Mining Limited/PNC Exploration Australia Pty Ltd in 1981 reported results up to 0.52% U3O8 in calcrete trending into E52/1689 from the west. Enterprise Metals Limited noted that a strong radiometric anomaly (uranium channel) coincided with a stratigraphic unit of the Fortescue Group at or near the contact with Archaean granite-greenstones of the Sylvania Dome. The Pancontinental 0.52% sample appears to be from calcrete developed on that stratigraphic unit. Enterprise Metals Limited completed soil and rock chip samples over this target.

The results of the soil sampling were encouraging with assays up to 252ppm uranium in Fortescue Group metasediments close to the contact with Archaean granite. The uranium anomalies are associated with chloritic or hematitic phyllite lithologies. The uranium anomalies did not correlate with Th, V, P, CaO, or Mg, suggesting little or no contribution from calcrete, apatite, or granite-related resistant heavy minerals. BMGS is unsure of the exact location of this work and whether further work on this anomaly was conducted.

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2.4.4 Gold

The only known in situ gold occurrence in the tenement package is at Deadman’s Flat in E52/3841. All other targets are either conceptual in nature or related to unresolved stream sediment sample anomalies and/or low-level soil anomalism.

2.4.4.1 Southern Tenement – E52/3841 ‘Deadman’s Flat’

E52/3841 ‘Deadman’s Flat’ is the southernmost licence of the tenement package. The licence straddles the southern contact of the Archaean Sylvania granite-greenstone inlier where it is unconformable against Proterozoic sediments of the Fortescue Group.

Texasgulf Australia Limited was the first gold-focussed explorer with an interest in the Deadman’s licence area. In 1980, Texasgulf Australia Limited pegged 11 dredging licences adjacent to the historical Deadman’s Flat workings which formed a part of what they described as their ‘Ashburton Alluvial Gold Project’. Aerial photography and Landsat imagery was sourced but with a drop in gold prices, the licences were relinquished in 1982 without any recorded fieldwork having been completed.

1985, Bedrock Mining Pty Ltd, in conjunction with Indian Ocean Resources held three licences across the area in what they called the “Peak Hill Goldfields”. They too, appeared only to have completed a literature review before relinquishing the licences.

In 1987, Giralia Resources N.L. explored the region primarily for iron ore, but also conducted some limited exploration for base metals and gold. They prospected the old workings at Deadman Flat, collecting rock chip samples (max. value 5.6g/t), stream sediment samples (max. value 81ppb) and and soil samples (max. value 140ppb).

In 1989-90, CRA Exploration Pty Ltd reported weakly anomalous stream sediment sampling over the northern part of the licence area, in addition to samples up to 21 ppm Au from the Deadman Flat workings.

Between September 1993 and September 1997 Egerton Gold N.L. explored the part of the area under E52/1772 (Dahl, 1998). Egerton Gold N.L. originally held the tenement in a joint venture with Battle Mountain Australia Inc. and Giralia Resources N.L., but by May 1995 both partners had withdrawn from the joint venture.

The joint venture partners undertook coloured air photography at 1:40,000 scale and completed photo-based regolith mapping identifying residual, depositional, and erosional environments. Field work included rock chip, stream, and soil sampling programs and an 83-hole, 4,152m RAB program at the Deadman’s Flat. The RAB holes were sampled as 4m composited intervals and assayed for gold only. Best results from the exploration programs were:

BLEG stream sample of 20.5 ppb Au;
Soil samples up to 146 ppb Au; and
RAB drill result of 4m at 1.43 g/t Au from 24m in upper saprolite (DMP032).

The results of the drilling were considered by Egerton to be too inconsistent to warrant follow up.

In 1995, R W Creasy explored south Deadman Hill. This work consisted of the collection and analysis of surface samples (stream sediment and rock chip). The best result was 3.9 g/t Au from a rock chip

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sample (number 1244), collected approximately 4.5 km south of Deadman Hill. The results of the work identified the Proterozoic Beasley River Quartzite as the likely source of this mineralisation. Stream samples taken from and adjacent to Goldfields Creek were not anomalous, despite the creek being the site of a historical gold prospect.

Rosanne Pty Ltd completed some limited work in 2006 including:

stream sediment sampling (28 sites, two sieved samples from each site); and
soil sampling (70 sites, two sieved samples from each of 66 sites, and four whole soil samples).

Rosanne Pty Ltd entered a joint venture with Enterprise Metals Limited who focussed more on base metals exploration. Enterprise Metals Limited located elevated gold in a Pb-Zn soil anomaly near the eastern margin of the licence.

2.4.4.2 Central Tenements - E52/3783, E52/3826

The central tenements in the package appear to have received the least historical attention for gold. E52/3783 lies entirely within the Sylvania Inlier which has been regional mapped as an Archaean granite terrain. A spotty, undulating magnetic signature running ENE through the centre of the licence area (Figure 5) has been confirmed as BIF in the centre and west.

E52/3826, which wraps are the western side of E52/3783, has been mapped as largely the same geology as E52/3826, although the majority is masked by Quaternary and Cainozoic cover. A large splay off Fortescue Fault passes across the northern tip of the licence and marks the interpreted contact with the Proterozoic sediments of the Fortescue Group to the north. Traditional surface geochemistry is unlikely to be an effective means of exploration across most of this licence due to the cover. Partial leach methods may be worth trialling.

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==> picture [452 x 317] intentionally omitted <==

Figure 5 - Compilation plan by Redstone Metals Pty Ltd highlighting magnetic anomalism within E52/3783 indicating BIF and potential greenstone belts within the granitic Sylvanian Inlier. The magnetic anomalism has been identified as having a similar signature to the host stratigraphy of the Bibra gold deposit, 60 km to the south east.

2.4.4.3 Northern Tenements - E52/3785, E52/3786 and E52/3850

The northern licences represent a cluster of tenements situated in the Fortescue Group sediments on or adjacent to the to the termination point of the Whaleback fault. E52/3785 hosts a faulted Protozoic/Archaean contact with sediments, including potential basal conglomerates, situated along a portion of the contact. E52/3785 and E52/3786 are situated entirely within the interpreted Proterozoic Fortescue Group sediments with both licences covered by a significant percentage of Cainozoic and Quaternary sediments. E52/3785, the most geologically compelling of the three licences, has seen the most historical work, and is the most amenable to soil sampling. Furthermore, the basal sedimentary unit present within E52/3785 and E52/3750 comprises conglomeratic material that may be prospective for Wits style gold mineralisation.

CRA Exploration Pty Ltd (1980-81) explored these areas for base metals and discovered galena and gold-bearing epithermal quartz veins hosted by Jeerinah Formation of the upper Fortescue Group. Rock chip samples graded 0.66 g/t Au and 1.5% Pb and were coincident with soil anomalism. CRA Exploration Pty Ltd costeaned the area without success and concluded the anomalous values were a result of metal scavenging by Mn and Fe oxides.

From 1993-1996, MIM Exploration Limited conducted exploration for stratabound copper deposits in the area. They targeted the same Jeerinah Formation, following up on the earlier work of CRA Exploration Pty Ltd. MIM Exploration Limited completed mapping, soil sampling and fluid inclusion

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studies. Sampling returned up to 1.7 g/t gold from float samples containing crustiform quartz veining (Figure 6). Other samples assayed up to 2.49% Pb and 35.1% Cu (different samples). The vein samples are in a 300m x 500m area of transported cover overlying shales and mudstones. The veins samples were dated at 1600myo. MIM Exploration Limited considered the gold zone to be too low grade and dispersed to be of economic interest although no drilling was conducted.

==> picture [350 x 304] intentionally omitted <==

Figure 6 - Crustiform epithermal quartz veining with elevated gold from E52/3785 (Giralia Resources 2005).

In 1994 and 1995, Anvil Mining N.L. / KKR Resources N.L. completed regional BLEG stream sampling at a density of one sample per km[2] . The work resulted in several anomalous drainages being located. KKR Resources N.L. noted samples from sediment drained within Fortescue rocks had higher values than those from granite and greenstone terrains. The ‘Piper Anomaly’, now located just outside licence area, had the highest result at over 100ppb (Figure 7). Follow up soil sampling results were disappointing and may have been ineffectual given the widespread cover. In review, KKR Resources N.L. questioned the appropriateness of the soil sampling method and considered the anomalous stream sample results unresolved.

In 2005, Giralia Resources N.L. conducted additional sampling of vein material in float from the same area as CRA Exploration Pty Ltd and MIM Exploration Limited. Giralia Resources N.L.'s sampling returned a maximum of 0.22 g/t Au from colloform vein material and noted boulders of vein quartz up to 35 cm across, indicating a potentially close source. Giralia Resources N.L. recommended RAB drilling across the area south of the CRA Exploration Pty Ltd’s costeans.

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==> picture [778 x 446] intentionally omitted <==

Figure 7 - Extract of a compilation plan generated by Mansfield Resources Pty Ltd showing significant historical exploration results and targets within the northern licences. Highlighted are the location of epithermal veining, anomalous historical stream samples, and prospective basal sedimentary units.

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2.4.4.4 Eastern Tenement - E52/3828

The geology of the eastern most tenement, E52/3828, is ~90% covered by Quaternary and Cainozoic sediments. Much of the basement geology is interpreted to be granitic rocks of the Archaean Sylvania Inlier with a small portion in the northwest of the licence mapped as Proterozoic basal sediments of the Fortescue Group. The basal sediments may contain conglomerates prospective for Wits style gold mineralisation.

It is unknown if any historical gold exploration has been conducted on the licence. Like the central licences, traditional surface geochemistry is unlikely to be an effective means of exploration across most of this licence due to the widespread cover. Partial leach methods may be worth trialling.

Detailed mapping in the northwest to delineate potential conglomeratic horizons, followed by rock chip sampling and metal detecting across such horizons might be a useful means to generate early, low-cost reconnaissance data. The licence is bisected by the Great Northern Highway providing convenient year-round access.

2.5 Current Exploration

There has been minimal exploration activity on any of the portfolio’s tenements since 2006. Essentially there has been rock chip sampling, data compilation and desk top studies only.

2.6 Historical Production

There has been no recorded gold production from this suite of Pilbara tenements.

2.7 Mineral Resources

There are no Mineral Resources or Exploration Targets which have been built in line with JORC 2012 guidelines at the Pilbara Gold Project.

2.8 Nearby Deposits

2.8.1 Iron Ore Projects

Several iron ore operations lie within a 50km radius of the project area. These include projects at all stages of development - exploration, feasibility studies, and operating mines. Some development projects have been put on hold due economics at current commodity prices i.e. Dynasty Metals CID project approximately 8km NW of E52/3826, now held by Crest Investment Group 3 Ltd. Dynasty proved a CID resource of 1.4 billion tonne JORC Compliant Resource including 932 million tonnes at 27.4% Fe.

2.8.2 Karlawinda Gold Project

Capricorn Metals Limited’s Karlawinda Gold Project, 70km east along strike from Deadman’s Flat, is host to multiple gold occurrences, including the significant Bibra deposit which has a current resource of 86.7 million tonnes @ 0.8g/t Au for 2.1MOz. Bibra has a strike length of over 1.8km and a down dip length of up 1.8km and is open both along strike and down dip.

The geology at Bibra comprises a sequence of alternating Archaean amphibolites and metasediments with most mineralisation hosted in magnetite-altered, mylonitised sandstone (Figure 8). The primary mineralisation has 3-10% sulphides, subhedral magnetite grains, quartz veins/veinlets, and finegrained gold.

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The Karlawinda Gold Project is currently in development with plans in place to build a standalone operation including a 5 mtpa mill by July 2021. The development of Karlawinda may present a viable exploration model for the discovery and development of smaller deposits in the area which could potentially be sold in situ to CMM or toll-treated at the Bibra Mill.

2.8.3 Prairie Downs Ag-Pb-Zn Deposits

Several small, high grade zinc-lead-silver deposits occur in the vicinity of the NW – SE trending Prairie Downs Fault immediately west of the tenement (Figure 9). Over 300 drill holes have been completed by various entities to define a mineral resource of 4.6 million tonnes at a grade of 6.3% zinc, 1.8% lead and 18g/t silver. The project is currently held by Crest Investment Group 3 Ltd.

==> picture [452 x 247] intentionally omitted <==

Figure 8 Cross-section of the Bibra gold deposit, showing the shallowly dipping mineralised lodes inside various pit shell optimisations. (Source: http://capmetals.com.au).

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==> picture [452 x 287] intentionally omitted <==

Figure 9 - The location of Deadman’s Flat in relation to Capricorn Metals Limited’s proposed development corridor for the Bibra Mill. All of the Pilbara Gold Project licences fall within 80km’s of the proposed Bibra Mill. (Source: http://capmetals.com.au).

2.9 Exploration Potential and Targets

A review of these licences indicates the potential for multiple styles of gold and base metal mineralisation, including:

Archaean granite/greenstone lode and BIF-related orogenic gold;
Proterozoic sandstone-hosted gold;
Wits style basal conglomerate-hosted gold;
Epithermal gold; and
Fault-hosted polymetallic massive sulphide deposits.

Historical gold exploration within the tenement package has typically involved stream sediment sampling, often using a BLEG methodology, followed up with soil sampling of anomalous drainages. Stream sampling has consistently resulted in the identification of anomalous drainages within the tenement package, particularly at Deadman’s Flat and in the northern ‘epithermal’ licenses. Follow up soil sampling has had mixed results, with widespread cover and differences in sampling methods and analysis potentially contributing to the issues and leaving the source of the anomalous drainages often unresolved.

The lack of success of surface geochemical data in identifying clear drilling targets is largely responsible for the lack of drilling completed to date. At Deadman’s Flat, where historical workings and soil

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anomalism provided a legitimate drill target, the drilling of 83 RAB drill holes resulted in only one hole with an intercept of economic significance, despite 27 of the 83 holes (1/3) registering elevated results of greater than 0.1g/t. The RAB results raise the possibility of near-surface leaching - which would require further drilling to confirm if higher-grade mineralisation exists in deeper lateritic or primary positions.

Basal sedimentary units of the Fortescue Group have been regionally mapped in multiple licences of the tenement package. These units are host to conglomeritic members and are prospective for Witsstyle gold mineralisation as has been discovered in recent years in other regions of the Hammersley Basin. Wits-style mineralisation can be challenging to explore for and may be difficult to define using traditional exploration methods.

The lack of an available company database or GIS meant that BMGS was unable to fully appreciate the coverage, quality, and results of all the historical exploration data, made reasonably available to conduct this review. This limited the capacity of the review to some extent.

The development of Karlawinda, 60km to the east of the project area may present a viable exploration model for the discovery and development of smaller deposits in the area which could potentially be sold in situ to CMM or toll-treated at the Bibra Mill.

A significant amount of early-stage exploration work has been completed across the tenement package, particularly within the Deadman’s Flat licence for gold and base metal exploration. Opportunity for greenfields discoveries remains for multiple commodities, despite the focus of the company being on gold. A full compilation and digitisation of available historical work should be completed and reviewed before detailed exploration plans are finalised.

Considering this, BMGS recommends the following initial work:

a. A full acquisition of all historical data, including digitisation and GIS compilation. Including but not limited to:
i. Digitising of all detailed mapping, including regolith mapping completed by Edgerton;
ii. Digitising of all available stream, soil and RAB data; and
iii. Compilation of available detailed geophysical data, potentially outsourcing this to a contractor.
b. Review of stream sample results (once digitised) for potential infill sampling or gapfilling where the regolith is suitable to ensure data coverage.
c. Extending soil geochemical sampling lines east and west of anomalous orientation lines completed to the SW of Deadman’s Hill (Rosanne, 2006). Consider using same preparation and analytical methods or repeating the same lines with alternative methods for validation/orientation.
d. Review of the soil sample and RAB results from Deadman’s Flat and consideration of the value of deeper drilling to confirm if negative RAB results were a result of leaching, and if higher-grade mineralisation is present at depth.
e. Consideration of orientation program of soils using a partial-leach method where historical methods in anomalous drainages were considered ineffectual.

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f. Consideration of broad-spaced shallow drilling methods if questions remain on the effectiveness of soil sampling on otherwise compelling targets.

Despite the company’s focus on gold exploration, clear potential for iron ore exists in the south of E52/1689 where stratigraphic members of the Hammersley and Fortescue Group are coincident with an 8km-long magnetic signature. A program of pitting may cost-effectively determine the width and orientation of the BIF at surface and confirm if enrichment exists beyond what can sometimes be only a thin veneer of capping. The results of such work could define a compelling drill target which in turn may attract a regional iron ore miner to fund scout drilling.

2.10 Exploration Strategy – Pilbara Gold Project

Peregrine has proposed an initial high-level work program of:

Regional soil and stream geochemistry; and
Follow-up RAB drilling around historical holes.

The focus of the program is on:

All known greenstones in the project area;
Identifying additional greenstones and epithermal occurrences;
Magnetic targets;
Silicified sandstone outcrops; and
Basal sedimentary units.

The budget for initial work programs across the project area is $500,000 with a proposed timeline of 3 months.

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3 PLANNED EXPLORATION EXPENDITURE

Peregrine have provided to BMGS their proposed exploration expenditure for the first two years immediately following the successful acquisition of the Pilbara Gold Project tenements. The proposed exploration expenditure in years 1 and 2 after the acquisition (Table 3) totals $3,025,000.

	Year 1(AUD)	Year 2(AUD)	Total
Exploration
Staff,contactors and consultants	$300,000	$400,000	$ 700,000
Geological mapping and geochemical surveys	$70,000	$70,000	$ 140,000
Geophysical Surveys	$150,000	$150,000	$ 300,000
Drilling (RC,Aircore)	$170,000	$325,000	$ 495,000
Field Support Costs	$537,500	$682,500	$ 1,220,000
	$ 1,227,500	$ 1,627,500	$ 2,855,000

Project Maintenance
Tenement Management includes rents/rates	$35,000	$50,000	$ 85,000
Heritage Surveys	$50,000	$35,000	$ 85,000
	$ 85,000	$ 85,000	$ 170,000

	$ 1,312,500	$ 1,712,500	$ 3,025,000

Table 3 - Exploration Budget for Pilbara Gold Project.

BMGS considers that the proposed exploration budget is consistent with the mineral potential and status of the project. The proposed expenditure is sufficient to meet the costs of the exploration programs proposed and to meet statutory tenement expenditure requirements.

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4 REFERENCES

Attwell, S., 1995. "Sylvania Dome Project" E52/779 and E52/781 - Annual Report for the Period Ending November, 1995. Anvil Mining N. L. A046032.

Attwell, S., 1994. "Spearhole Creek Project" E52/781, Annual Report - 1994. KKR Resources N. L. A043401.

Creasy, R.W., 2006. Annual Report - E52/1689. Rosanne Pty Ltd. A073325.

Dahl, N., 1998. Surrender report on Exploration Licence 52/772 – Deadman Hill.

Dempster, A.,2007. Annual Report (C117/2004 Deadman Hill) March 2007 Rio Tinto Exploration Pty. Limited. A074997.

Doedens, F. R., 2012. "Sylvania Project" - Annual Report, Exploration Licences 52/1689, 52/2349, 52/2451. Enterprise Metals Ltd. A094890.

Doedens, F. R., 2013. Surrender Report For The Period 1st August 2005 to 13th August 2013. Exploration Licences 52/1689, 52/2349, 52/2451 C130/2010.

Fry, D., 2014. "South Newman Project" - Final Surrender Report for E52/2823. Supergene Commodities. A02014.

Halligan, B., 1984. Literature Search and Other Enquiries over EL's 52-135, 136 and 137 in the Peak Hill Goldfield. Bob Halligan and Associates on behalf of Bedrock Gold Mining. A015652.

Hanna, J. P., 1984. Preliminary Report of the Deadman Hill Project. Geopeko. A014200.

Kelly, P., 2012. "Prairie Downs" - Annual Report for the Period Ending 07 December 2011. Dynasty Metals Pty Ltd. A093420.

Louwrens, D. J., 1990. Relinquishment Report for Prairie Downs, EL 52/334.CRA Exploration Pty Ltd. A031914.

Marshal, T. R., 1981. Final Report for Mineral Claim Application 52/4374 - 52/4377, Western Ridge, Newman, Western Australia. CRA Exploration Pty Ltd.A010688.

Meakins, A., 2006. "Sylvania Project" - Combined Annual Report for the Year Ending March 1st, 2006. AusQuest Ltd. A072484.

Morris, P.A., and Pirajno, F., 2005. Mesoproterozoic sill complexes in the Bangemall Supergroup, Western Australia: geology, geochemistry, and mineralisation potential: Western Australia Geological Survey, Report 99, 75p.

Unknown., 1996. Partial Surrender Report - E52-955. Geochemex. A047640.

Unknown., 1982. Final Report: Ashburton Alluvial Gold Project - Deadman Dredging Claims, Peak Hill Mineral Field, Western Australia. Texasgulf. A011339.

Sahu, A., 2005. "Sylvania Project" - First Annual Report for the Period 16th September 2004 to 15th September, 2005. Rio Tinto Exploration Pty. Ltd. A071353.

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Sheppard, S., Bodorkos, S., Johnson, S.P., Wingate, M.T.D., Kirkland, C.L., 2010. The Paleoproterozoic Capricorn Orogeny: Intracontinental Reworking not Continent-Continent Collision. Geological Survey of Western Australia, Report 108, 33p.

Tyler, I.M. 1986. Age and stratigraphy of a sequence of metavolcanic and metasedimentary rocks in the Prairie Downs-Deadman Hill area, southwestern margin of the Sylvania Dome. Professional Papers for 1984. Geological Survey of Western Australia. Report 19. P83-87.

Tyler, I.M., Hunter, W.M., Williams, I.R. 1991. Newman Sheet SF50. 1:250,000 Geological Series – Explanatory Notes. Geological Survey of Western Australia. Second Edition.

Taylor, T. W., 1994. "Round Hill" E52/755 - Annual Report 1994. MIM Exploration Ltd. A042394.

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5 LIST OF ABBREVIATIONS

Anon	Anonymous
ASIC	Australian Securities and Investment Commission
ASX	Australian Securities Exchange
Au	Gold
BIF	Banded iron formation
BL	Graticule blocks
BLEG	Bulk leach extractable gold (analytical technique)
CID	Channel Iron Deposits
D	Deformational event
FAusIMM	Fellow Australasian Institute of Mining and Metallurgy
JORC	Joint Ore Reserves Committee
JORC Code	2012 Edition of the Australasian Code for Reporting of Exploration Results,
	Mineral Resources and Ore Reserves
K	Thousands
km	Kilometre
km2	Square kilometres
LAG	A geochemical method based on sampling lag material
m	meter
Ma	Million years ago
max	maximum
MAIG	Member Australian Institute of Geoscientists
MOz	Million ounces
Oz	Ounces
ppb	Parts per billion; a measure of concentration
ppm	Parts per million; a measure of concentration
RAB	Rotary air blast (drilling technique)
RC	Reverse circulation (drilling technique)
S	a planar fabric such as cleavage or foliation
S_n_	Sequential generation of a planar fabric, where_n_= 1 to_x_and 1 is the
	earliest event
T	Tonnes
WAMEX	Western Australian Mineral Exploration reports database

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APPENDIX 1 - JORC Code, 2012 Edition – Table 1 – Pilbara Gold Project

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	Commentary
*Sampling* *techniques*	Nature and quality of sampling (eg cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.	Not applicable – no sampling results reported.
	Include reference to measures taken to ensure sample representation and the appropriate calibration of any measurement tools or systems used.	Not applicable – no sampling results reported.
	Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases, more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	Not applicable – no sampling results reported.
*Drilling* *techniques*	Drill type (eg core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented and if so, by what method, etc).	Not applicable – no drilling results reported.
*Drill sample* *recovery*	Method of recording and assessing core and chip sample recoveries and results assessed.	Not applicable – no drilling results reported.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Not applicable – no drilling results reported.
	Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	Not applicable – no drilling results reported.
*Logging*	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	Not applicable – no sampling results reported.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	Not applicable – no sampling results reported.

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Criteria	JORC Code explanation	Commentary
	The total length and percentage of the relevant intersections logged	Not applicable – no sampling results reported.
*Sub-* *sampling* *techniques* *and sample* *preparation*	If core, whether cut or sawn and whether quarter, half or all core taken.	Not applicable – no sampling results reported.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	Not applicable – no sampling results reported.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	Not applicable – no sampling results reported.
	Quality control procedures adopted for all sub- sampling stages to maximise representation of samples.	Not applicable – no sampling results reported.
	Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.	Not applicable – no sampling results reported.
	Whether sample sizes are appropriate to the grain size of the material being sampled.	Not applicable – no sampling results reported.
*Quality of* *assay data* *and* *laboratory* *tests*	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	Not applicable – no sampling results reported.
	For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.	Not applicable – no sampling results reported.
	Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	Not applicable – no sampling results reported.
*Verification* *of sampling* *and assaying*	The verification of significant intersections by either independent or alternative company personnel.	Not applicable – no sampling results reported.
	The use of twinned holes.	Not applicable – no sampling results reported.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	Not applicable – no sampling results reported.
	Discuss any adjustment to assay data.	Not applicable – no sampling results reported.
*Location of* *data points*	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	Not applicable – no drilling results reported.
	Specification of the grid system used.	Not applicable – no drilling results reported.
	Quality and adequacy of topographic control.	Not applicable – no drilling results reported.
	Data spacing for reporting of Exploration Results.	Not applicable – no sampling or drilling results reported.

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Criteria	JORC Code explanation	Commentary
*Data spacing* *and* *distribution*	Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.	Not applicable – no sampling or drilling results reported.
	Whether sample compositing has been applied.	Not applicable – no sampling results reported.
*Orientation* *of data in* *relation to* *geological* *structure*	Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	Not applicable – no sampling results reported.
	If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	Not applicable – no drilling results reported.
*Sample* *security*	The measures taken to ensure sample security.	Not applicable – no sampling results reported.
*Audits or* *reviews*	The results of any audits or reviews of sampling techniques and data.	Not applicable – no sampling results reported.

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	Commentary
*Mineral* *tenement and* *land tenure* *status*	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.	The Pilbara Gold Project comprises of seven Exploration Licences (three granted, four applications). The granted tenements are E52/3783, E52/3785 and E52/3786. The applications are E52/3826, E52/3838, E52/3841 and E52/3850. Pilbara Gold Exploration Pty Ltd (PGE), is the holder of, or has the contractual right to acquire the tenements. Current holders other than PGE are Redstone Metals Pty Ltd, Mr George Merhi, Territory Prospecting Pty Ltd and North West Iron Pty Ltd. All licences are to be transferred to PGE which will be acquired by Peregrine Gold Limited.
	The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	The tenement package is understood to be in good standing with the WA DMIRS.
*Exploration* *done by other* *parties*	Acknowledgment and appraisal of exploration by other parties.	Refer to the body of the report.

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Criteria	JORC Code explanation	Commentary
*Geology*	Deposit type, geological setting and style of mineralisation.	The tenements partially overlap the southeast corner of the Pilbara Craton with Archaean granite and minor greenstone exposed in the Sylvania Inlier. The northern margin of this terrane is in tectonic contact with the Fortescue and Hamersley Groups that lie within the Hamersley Basin. In the south it is unconformably overlain by the Bresnahan and Bangemall basins that form the Bangemall Group. Gold deposits of significant scale occur in a variety of spatial and temporal settings. The assembly of the Archaean to Proterozoic rock between the Pilbara and Yilgarn cratons is referred to as the Capricorn Orogen. Approximately 1000km long and 500km wide, the damage zone of this orogen records this punctuated Proterozoic construction. It includes the deformed margins of these cratons as well as the continental margin rocks such as the Hamersley Basin, meta-igneous and metasedimentary rocks of the Gascoyne Complex and numerous low-grade sedimentary rocks such as the Bresnahan Basin. Throughout the region there are numerous gold, basemetal and rare earth element occurrences. Deposits of significance are observed within the boundaries of the Capricorn Orogen which include the nearby Bibra, Paulsons/Whyloo Dome, Plutonic, Ashburton Project and the DeGrussa copper-gold-silver deposit.
*Drill hole* *Information*	A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: ▪ easting and northing of the drill hole collar ▪ elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar ▪ dip and azimuth of the hole ▪ down hole length and interception depth ▪ hole length. If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	Not applicable – no drilling results reported.
*Data* *aggregation* *methods*	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	Not applicable – no drilling results reported.
	Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.	Not applicable – no drilling results reported.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	Not applicable – no drilling results reported.

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Criteria	JORC Code explanation	Commentary
*Relationship* *between* *mineralisation* *widths and* *intercept* *lengths*	These relationships are particularly important in the reporting of Exploration Results. If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported. If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (eg ‘down hole length, true width not known’).	Not applicable – no drilling results reported.
*Diagrams*	Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported. These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	Not applicable – no drilling results reported.
*Balanced* *reporting*	Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	Not applicable – no sampling or drilling results reported.
*Other* *substantive* *exploration* *data*	Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	No other meaningful data is required to be presented other than what has been presented in the body of this announcement.
*Further work*	The nature and scale of planned further work (eg tests for lateral extensions or depth extensions or large-scale step-out drilling). Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	Work planned to develop the targeting profile for the Pilbara Gold Project in the near term will include; • Reconnaissance stream sediment sampling in conjunction with soil and rock chip sampling across all tenements; `o` focusing on all known greenstones and identifying additional greenstones and epithermal occurrences; `o` focusing on magnetic targets; `o` targeting silicified sandstone outcrop and testing persistence of sandstone unit along strike; `o` targeting basal sedimentary units; and • If warranted, shallow air-core drilling on known areas of mineralisation.

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AI assistant

ODYSSEY GOLD LTD — Capital/Financing Update 2020

65484_rns_2020-11-25_a4dbf957-27ef-42ee-9d4e-7f1e15552a09.pdf

ODYSSEY GOLD LIMITED (FORMERLY NAMED "ODYSSEY ENERGY LIMITED") ACN 116 151 636

SUPPLEMENTARY PROSPECTUS

1 Important Information

2 Supplementary Prospectus

2.1 Purpose

2.2 No investor action required

2.3 Proxy Forms

3 Amendments to the Prospectus

3.1 Summary of amendments and additional sections of the Addendum to the Notice of Meeting

4 Consents

5 Directors’ authorisation

ODYSSEY GOLD LIMITED (FORMERLY NAMED "ODYSSEY ENERGY LIMITED") ACN 116 151 636

ADDENDUM TO NOTICE OF GENERAL MEETING (CAPITAL REDUCTION NOTICE OF MEETING)

EXPLANATORY MEMORANDUM

The following is inserted at the end of Section 4.5

The following new Sections 4.5A to 4.5C are inserted after Section 4.5:

4.5A Business Model

4.5B Strategy and Objectives

4.5C Key Strengths

The following new Sections 4.33 to 4.35 are inserted after Section 4.32:

4.33 Odyssey Financial Information

Introduction

together referred to as the Historical Financial Information .

Basis of preparation

Historical Consolidated Statements of Profit or Loss and Other Comprehensive Income

Historical Consolidated Statements of Cash Flows

Historical Consolidated Statements of Financial Position

Notes to and forming part of the Historical Financial Information

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Reporting framework

AASB 16

(c) Business Combination and Asset Acquisition

(d) Cash and Cash Equivalents

(e) Exploration and Evaluation Expenditure

(f) Use and Revision of Accounting Estimates

(g) Fair Value Estimation

(h) Issued Capital

(i) Share-Based Payments

(j)

Significant judgements and key assumptions

Exploration and evaluation

Share based payments

4.34 Peregrine Historical Financial Information

4.35 Expenses of Offers

The following new Schedule 4A is inserted after Schedule 4:

The following new Schedule 6 is inserted after Schedule 5:

INDEPENDENT GEOLOGIST’S REPORT

ON THE PILBARA GOLD PROJECT

WESTERN AUSTRALIA

19 November 2020

Dear Sirs

Independent Geologist’s Report on the Pilbara Gold Project, Western Australia

INDEPENDENT GEOLOGIST’S REPORT

ON THE PILBARA GOLD PROJECT WESTERN AUSTRALIA

TABLE OF CONTENTS

EXECUTIVE SUMMARY

1 INTRODUCTION

1.1 Terms of Reference

1.2 Tenement Status Verification

1.3 Disclaimer

1.4 Qualifications, Experience and Independence

Author: Darryl Mapleson; Director of BM Geological Services Pty Ltd

1.5 Specialist Declarations and Consent

1.6 Competent Persons Statement

1.7 Principle sources of Information

1.8 Background Information

2 PILBARA GOLD PROJECT

2.1 Location

2.2 Tenure

2.3 Project’s Geological Setting

2.3.1 Overview of the relevant geological terranes

2.3.2 District Geology

2.4 Exploration History

2.4.1 Iron Ore

2.4.2 Base Metals

2.4.3 Uranium

2.4.4 Gold

ODYSSEY GOLD LTD Capital/Financing Update 2020