Form 603 Corporations Act 2001
Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Eastern Goldfields Limited
ACN/ARSN	100 030 266
1. Details of aubstantial holder (1) Name ACN/ARSN (if applicable)	Hawke's Point Holdings I Limited (Hawke's Point) and each of the entities listed in Annexure "A" (Hawke's Point Group Entitles). Not applicable
The holder became a substantial holder on	02/02/2018

2. Details of voling power

The total number of votes attached to all the voling shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securilles	Person's votes (5)	Vollna power (6)
Ordinary shares i e vers	197,500,000	187.500.000	12.18% (based on 718,552,084 lordinary shares on issue)

3. Details of relevant interests

The nature of the relevant interest the aubstantial holder or an associate had in the following voling securities on the date the substantial holder became a substantial holder are as followa:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Hawke's Point	Relevant interest under s 608(1) of the Corporations Act 2001 (Glh), being a İrelevani inleresi arising ihrough Hawke's İ Point being the registered holder of the laharas (sae Annexure "B" for further details).	87,500,000 ordinary shares
Hawke's Point Group Entities	(Relevant interest under s 608(3)(a) and/or s 60B(3)(b) of the Corporations Aci 2001 (Cth) baing a relevant interest lheid through a body corporate (Hawke's iPoint) in which the voting power of the İralevani Hawke's Point Group Enlity is. Imore than 20% or which the relevant lHawke's Point Group Entity controls.	87,500,000 ordinary shares

4. Details of present registered holder's

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

ansial an as liningly Al Ille becomes retorran to in berowish - ----- -- -- -- ------
Holder of relevant Interest	Registered holder of securities -----	Person entitled to be regislered as holder (8)	Class and number of securities
lHawke's Pohí and. each Hawke's Point Group Entity	IHawke's Point	lHawke's Point	B7.500.000 ordinary Ishares .

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the aubstantial holder became a substantial holder is as follows:

Holder of relevant Interest	Date of acquisition	Consideration (9)		Class and number of securities *AMERICA MAR*
		Cash	Non-cash
Point and each Hawke's Hawke's Point Group Entity	102/02/2018	A\$17,500,000	IN/A	187,500,000 ordinary lahares

6. Associates

The reasons the persona named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (If applicable)	Nature of association
Hawke's Point and each Hawke's Point Group Entily	These entitles are all associates of each other by virtue of a 12(2)(a) of the Corporations Act 2001 (Cth) as the entitles are related body corporates of each lother.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Hawke's Point and each Hawke's Point	c/o Polygon Global Partners LLP, 4 Sloans Tarrace, London, SW1X9DO, Uniled
Group Entity	Kingdom,

Slanature

	print name Erik Caspersen	capacily	Authorised Signatory
algn here	--------- *AMMERICA* .	-- dalo.	05/02/2018 .

DIRECTIONS

if there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an ann $(1)$ Is clearly set out in paragraph 7 of the torm.
See the definition of "essociate" in section 9 of the Corporations Act 2001. $(2)$
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $\left( 3 \right)$
The volting shares of a company constitute one class unless divided into separate classes. $(4)$
The total number of voles attached to all the voting aharas in the company or voting interests in the scheme (if any) that the person or an associate has a $(6)$ relevant Interest in.
The person's votes divided by the lotal votes in the body corporate or achame multiplied by 100. $(9)$
Include details of: $(7)$
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of siny $\langle a \rangle$ document setting out the terms of any relevant agreement, and a alatement by the person giving kill and accurate datalla of any contract,
scheme or arrangement, must accompany this form, logether with a written statement c
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(\square)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown." $(B)$
Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitied to receive in relation to that acquisition. Details $(9)$ are not paid directly to the person from whom the relevant interest was acquired.

Annexure "A" - Hawke's Point Group Entities

This is Annexure "A" of 1 page referred to in the Form 603 (Notice of Initial substantial holder), signed by me and dated 5 February 2018.

Erik Caspersen Authorised Signatory, Hawke's Point Holdings | Limited

Hawke's Point Group Entities

. . . . . .

Entity	ACN/ARSN
Hawke's Point Holdings L.P	Not applicable
Hawke's Point GP Limited	Not applicable
Hawke's Point Manager L.P	Not applicable
Polygon Global Partners LLP	Not applicable
Polygon Global Partners LP	Not applicable
Tetragon Financial Group Limited and each of its related bodies corporate	Not applicable

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Annexure "B" - Subscription Agreement

This is Annexure "B" of 48 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 5 February 2018.

Erik Caspersen
Erik Caspersen
Authorised Signatory, Hawke's Point Holdings I Limited

Agreement

EXECUTION VERSION

Subscription agreement

Eastern Goldfields Limited

Hawke's Point Holdings L.P.

1		Definitions and interpretation	2
	1.1	Definitions
	1.2	Interpretation
	1.3	Agreement components
	14	Business Day
	1.5	Inclusive expressions
$\overline{2}$		Conditions Precedent	14
	2.1	Conditions precedent
	2.2	Reasonable endeavours to satisfy conditions precedent
	2.3	Notice
	2.4	Walver
	2.5	Cut Off Date
3		Subscription and issue	17
	3.1	Subscription shares and options
	3.2	Constitution
	3.3	Rights and ranking
	34	Option terms
4		Company undertakings	18
	4.1	Company undertakings prior to completion
	4.2	Quotation on ASX
	4.3	Rights Issue
	4.4	Use of proceeds
	4.5	Compliance with laws
	4.6	Dividends
	4.7	Whitestone
5		Subscription Completion	21
	5.1	Time and place for Subscription Completion
	5.2	Obligations of Company at Subscription Completion
	5,3	Subscription at Subscription Completion
	5.4	Issue at Subscription Completion
	5.5	Documents to be delivered by the Company at Subscription Completion 22
	5.6	Completion simultaneous
	5.7	Subscription Options
в		Warranties	23
	6.1	Company Warrantles
	6.2	Subscriber Warranties
	6.3	Repetition warranties
	64	Survival
	6.5	Reliance
	6.6	Indemnity Independent Warrantles
	6.7	Maximum and minimum amounts
	6.8	Time limits on claims
	6.9

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	Disclosure and knowledge 6.10. Acknowledgments 6.11 Other limits on Claims 6.12 No reliance 6.13.
7	Anti-dilution and pre-emptive rights	27
	Right to participate 7.1 Conditions 7.2 Right of first refusal for debt or alternative capital raising 7.3
8	Appointment of directors	29
	Nomination of directors by the Company 8.1 Nomination of directors by the Subscriber 8.2 Representation on technical steering committee 8.3
9	Advisory support services	31
10	Corporate governance	32
	10.1 Fundamental Matters Access to business information 10.2 Subscriber's rights 10.3.
11	Termination	32
	Termination by the Subscriber 11.1 Termination by the Company 11.2 Effect of Termination 11.3 No other right to terminate or rescind 11.4 Specific performance 11.5
12	Exclusivity	34
	Exclusivity obligations 12.1 12.2 Notification
13	Expenses	35
	Costs reimbursement 13.1 13.2 Duty, costs and expenses
14	Confidentiality and announcements	36
	Announcement 14.1. 14.2 Confidentiality
15	GST	36
	Definitions 15.1 - GST 15.2 15.3 Tax involces 15.4 Reimbursements
16	Notices	37
	How and where Notices may be sent 16.1 When Notices are taken to have been given and received 16.2 16.3 Parties' details

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General	38
17.1 Governing law and jurisdiction
17.2 Invalidity and enforceability
17.3 Waiver
17.4 Variation
17.5 Assignment of rights
17.6 Further action to be taken at each party's own expense
17.7 Entire agreement
17.8 No merger
17.9 No reliance
17.10 Counterparts
17.11 Relationship of the parties
17.12 Exercise of discretions

Schedules

Schedule 1
Anti-Corruption and Anti-Bribery Certification	43
Schedule 2
Application for Subscription Shares and Options	46
Schedule 3
Fundamental Matters	47
Schedule 4
Company Warranties	48
Schedule 5
Subscriber Warranties	58
Schedule 6
Schedule of Capital	60
Schedule 7
Eastern Goldfields Tenements	61
Schedule 8
Terms and conditions of Eastern Goldfields Options	68

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Contents

Schedule 9 Use of Private Placement proceeds	73
Schedule 10
Specific disclosures - Financing arrangements (Schedule 4, Clause 3.6(b)	75
Signing page	76
Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited.

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Subscription agreement

Date >

Between the parties

Company	Eastern Goldfields Limited
	ACN 100 038 266 of 24 Mumford Place, Balcatta, Western Australia, 6021. Australia
	(the Company)
Subscriber	Hawke's Point Holdings L.P.
	of Ugland House, Grand Cayman, KY1-1104, Cayman Islands
	(the Subscriber)
Recitals	The Company has agreed to Issue Eastern Goldfields Shares and Eastern Goldfields Options to the Subscriber on the terms and conditions of this agreement.

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The parties agree as follows:

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Definitions and interpretation $\mathbf{1}$

Definitions $1.1$

The meanings of the terms used in this document are set out below.

Term	Meaning
10% Shareholding at least 10% of the shares on issue in the Company (excluding any Eastern Goldfields Shares Issued through stock options plans and any new issue of shares in which the Subscriber, its Nominee or its Affillates was not given an opportunity to participate) except where the Subscriber, its Nominee or its Affiliates ceases to hold at least 10% of the Eastern Goldfields Shares for a period less than 30 consecutive Trading Days or as the result of non-compliance by the Company with the requirements of clause 7.
Aboriginal Heritage	means:
Laws	the Aboriginal Heritage Act 1972 (WA); and 1
	2. the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth).
Accounting Standards	the accounting standards required under the Corporations Act 1. (including the Approved Accounting Standards issued by the Australian Accounting Standards Board) and other mandatory professional reporting requirements issued by the joint accounting bodies (including the Australian Accounting Standards issued either jointly by CPA Australia and the Chartered Accountants Australia and New Zealand or by the Australian Accounting Research Foundation on behalf of CPA Australia and the Chartered Accountants Australia and New Zealand); and
	2 if no accounting standard applies under the Corporations Act or other mandatory professional reporting requirements, the principles set out in Australian Statements of Accounting Concepts.
Accounts	the audited balance sheet of the Company and its controlled entities as at the Accounts Date and the audited profit and loss accounts of the Company and its controlled entities for the year ending on the Accounts Date.
Accounts Date	30 June 2017.
Additional Purchasers	sophisticated, professional and/or institutional investors, including Michael Fotios.

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FREEHILLS

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Term	Meaning
Affillate of a party	a shareholder of the party; 1. a Related Corporation of the party; 2. a director, secretary or officer of the party; з an entity the party controls; 4 an entity that controls the party; and 5. an entity that is controlled by an entity that controls the party, 6
	(where 'control' has the meaning given in section 50AA of the Corporations Act).
Aggregate Hawke's Point Investment	means the total amount paid by the Subscriber or its Affiliates under this agreement.
Alternative Funding Proposal	has the meaning given in clause 12.1.
Anti-Bribery Act	has the meaning given in Schedule 1 paragraph A.
Anti-Corruption Laws	has the meaning given in Schedule 1 paragraph A.
Associate	has the meaning given in sections 10 to 17 of the Corporations Act.
ASIC	Australian Securities & Investments Commission.
ASX	ASX Limited (ACN 008 624 691).
ASX Listing Rules	the official listing rules of the ASX as amended from time to time.
Authorisation	includes: any consent, registration, filing, agreement, notice of non-objection, 1 notarisation, certificate, licence, approval, permit, authority or exemption from, by or with a Government Agency; and in relation to anything that a Government Agency may prohibit or 2. restrict within a specific period, the expiry of that period without Intervention or action or notice of intended intervention or action.
Bribery Act	has the meaning given in Schedule 1 paragraph A.

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Term	Meaning
Business Day	a day on which banks are open for business in Perth, Western Australia excluding a Saturday, Sunday or public holiday in Perth, Western Australia.
Claim	any claim, demand, legal proceedings or cause of action, including any claim, demand, legal proceedings or cause of action under common law or under statute in any way relating to this agreement or the HP Placement, and includes a claim, demand, legal proceedings or cause of action arising from a breach of Warranty, or under an Indemnity in this agreement.
Company Warranties	the representations and warrantles set out in Schedule 4.
Conditions Precedent	the conditions precedent set out in clause 2.1.
Conditions Precedent Cut Off Date	9 February 2018 or such other later date agreed in writing by the partles.
Confidentiality Deed	the confidentiality deed between the Company and the Subscriber dated 15 September 2017.
Constitution	the constitution of the Company as amended or varied from time to time.
Corporate Warranties	each Company Warranty set out in Part A of Schedule 4.
Corporations Act	the Corporations Act 2001 (Cth).
Disclosure Document	the meaning given in section 9 of the Corporations Act.
Disclosure Materials	all documents and information which were at any time during the 1. period commencing on and up to 15 January 2018 contained in the Company Dropbox data room made available to the Subscriber, its representatives or advisers as listed in the Index initialed by the parties prior to the date of this agreement and contained in the electronic copy of information contained the Dropbox dataroom provided by the Company to the Subscriber prior to the date of this agreement;

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Term	Meaning
	2 all information set out, or referred to, in any document provided by the Company or any of its, advisers or representatives to the Subscriber or any of its, advisers or representatives in connection with the negotiations for the HP Placement;
	3 all written answers given to written questions submitted by the Subscriber, its representatives or advisers as part of the question and answer process; and
	all information (whether written, oral or otherwise) disclosed during 4 interviews of, or in discussions with, the management of the Company and the management presentations to the Subscriber, its representatives or advisers, that were provided to the Subscriber or its advisers by the Company or its advisers before execution of this agreement.
Duty	any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes any Interest, fine, penalty, charge or other amount Imposed In respect of any of them, but excludes any Tax.
Eastern Goldfields Board	the board of directors of the Company and Eastern Goldfields Board Member means any member of the Eastern Goldfields Board.
Eastern Goldfields Directors' Shares	any Eastern Goldfields Shares a director of the Company, or his or her Associates, directly or indirectly own or control.
Eastern Goldfields Equity Offer	an offer by the Company to issue any Equity Securities.
Eastern Goldfields Group	the Company and each of its Related Corporations and Eastern Goldfields Group Member means any member of the Eastern Goldflelds Group.
Eastern Goldfields Material Adverse Change	in relation to the Eastern Goldfields Group means any event, change, condition, matter or thing that will have, could reasonably be expected to have or that evidences that there has been a material adverse effect on the business, assets, liabilities, financial position and performance material contracts, profitability or prospects of the Eastern Goldfields Group (taken as a whole) since 30 June 2017.
Eastern Goldfields Options	the Serles A Options and Series B Options.

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1 Definitions and interpretation

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117. $\mathscr{L}_{\mathbb{Z}/p}$	HERBERT SMITH FREEHILLS
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Term	Meaning
Eastern Goldfields Share	a fully paid ordinary share in the capital of the Company.
Eastern Goldfields Shareholders' Meeting	a general meeting of the shareholders of the Company to approve (amongst other things) the issue of the Subscription Securities to the Subscriber for all purposes, including (without limitation) for the purposes of ASX Listing Rule 7.1.
Eastern Goldfields Tenements	each of the mining tenements set out in Schedule 7.
Encumbrance	any Interest or power:
	reserved in or over any interest in any asset including, but not 1 limited to, any retention of title; or
	2 created or otherwise arising In or over any interest In any asset under a bill of sale, mortgage, charge, llen, pledge, trust or power,
	by way of, or having similar commercial effect to, security for payment of a debt, any other monetary obligation or the performance of any other obligation, or any trust or any retention of title and includes, but is not limited to, any agreement to grant or create any of the above.
Environmental Law	means any and all applicable Australian laws relating to the regulation or emission of pollutants to or the protection of the environment or natural resources, or exposure to hazardous substances.
Equity Securities	has the meaning given in the ASX Listing Rules.
Exclusivity Period	the period from and including the date of this agreement to the earlier of:
	the date of termination of this agreement; 1
	the date on which Subscription Completion occurs. 2
FCPA	has the meaning given in Schedule 1 paragraph A.
Foreign Official	has the meaning given in Schedule 1 paragraph B (1).
Fundamental Matter	each matter set out in Schedule 3.

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1 Definitions and interpretation

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Term	Meaning
Government Agency	any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
GST	goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.
GST Act	the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
GST Law	has the same meaning as in the GST Act.
Hawke's Point. Nominated Director	has the meaning given in clause 8.2.
Hawke's Point Reimbursable Costs	the Subscriber's and its Affiliates' reasonable external expenses in connection with the preparation, negotiation and execution of this agreement including any term sheet, heads of agreement or confidentiality deed relating to this agreement (including, but not limited to, any and all reasonable external due diligence expenses incurred by the Subscriber and its Affiliates in connection with the HP Placement).
Heads of Agreement	the binding heads of agreement entered into between the Subscriber and the Company dated 8 November 2017.
HP Placement	the issue of the Subscription Securities to the Subscriber or its Nominee on the terms and conditions set out in this agreement to raise \$17,500,000.
Immediately Available Funds	payment by bank cheque or electronic funds transfer into an account nominated by the Company.
Investec Agent	the 'Agent' as defined in the Investec Facility Agreement.
Investec Facility	the 'Facility' as defined in the Invested Facility Agreement.
the Facility Agreement between the Company, the Invested Agent, the Investec Facility Investec Participants, the Investec Security Trustee and the Investec Agreement Guarantors dated 1 February 2017.

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Meaning Term
Investec Guarantor	each 'Guarantor' as defined in the Invested Facility Agreement.
Investec Participants	each 'Participant' as defined in the Invested Facility Agreement.
Invested Parties	the Invested Agent, the Invested Participants and the Invested Security Trustee.
Invested Security Trustee	the 'Security Trustee' as defined in the Invested Facility Agreement.
Investmet	Investmet Limited ACN 125 585 935.
Investmet Loan	The loan facility provided by investmet to the Company pursuant to the Investmet Loan Agreement with a total commitment as at the date of this document of \$10,000,000.
Investmet Loan Agreement	The loan agreement (undated) between the Company and investmet pursuant to which Investmet provides the Investmet Loan.
ITAA97	the Income Tax Assessment Act 1997 (Cth).
Loss	losses, liabilities, damages, costs, charges and expenses and includes Taxes and Duties.
Material Proceeding	has the meaning give in Schedule 4 - paragraph 3.2.
Mining Act	the Mining Act 1978 (WA).
Mt. Ida Plant	the milling and production facility to be constructed in the vicinity of the Mount Ida gold project, located 200km north-west of Kalgoorlle- Boulder, Western Australia.
Native Title Act	the Native Title Act 1993 (Cth). the control of the control of the control of the control of the control of the control of
Nominee	has the meaning given in clause 3.1(b).

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Term	Meaning
Official List	the official list of the ASX as defined in the ASX Listing Rules as amended from time to time.
Option Notice	a written notice from the Subscriber or the Nominee to the Company under which the Subscriber or the Nominee elects to exercise an Eastern Goldfields Option in return for payment of the exercise price applicable to the relevant Eastern Goldfields Option.
Option Notice Date	has the meaning given in Schedule 8.
Payments	has the meaning given in Schedule 1 paragraph B.
Private Placement	the Issue of: the Subscription Securities to the Subscriber or its Nominee on the 1. terms and conditions set out in this agreement to raise \$17,500,000; and the Tranche 1 Subscription Securities and the Tranche 2 Additional 2. Purchaser Securities to the Additional Purchasers to raise at least \$12,500,000.
Projects	the Company's gold exploration and development projects located in Western Australia and located within the Eastern Goldfields Tenements and including the following projects: Central Davyhurst area: 1. Golden Eagle; ٠ Lights of Israel; ٠ Great Ophir, Makai; ٠ Waihl; ٠ Golden Pole; Riverina-Mulline area: 2. Lady Gladys, ٠ Riverina; ٠ Forehand; Silver Tongue; Sunraysia; Mulline Rose;
	Lady Ida area: З.

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Term	Meaning
	Iguana; ٠
	Lizard; ٠
	Siberia area: 4
	Sand King; ٠
	Missouri; ٠
	Palmerston/Camperdown; ٠
	Berwick Moering; ٠
	Black Rabbit;
	Thiel Well; ٠
	Menzies Joint Venture; 5
	Calllon; 6
	Walhalla area: 7
	Federal Flag;
	Salmon Gums;
	Walhalla; ٠
	Walhalla North;
	Mt Banjo; ٠
	Macedon: ٠
	Mt Ida area: 8
	Baldock;
	Baldock South; ٠
	Meteor; and
	Whinnen.
Project Technical Steering Committee	the advisory technical steering committee (to be established within 30 days of Subscription Completion or as otherwise agreed by the parties in writing) for the Projects and certain other developmental matters, comprising representatives of the Company and, subject to clause 8.3, one representative of the Subscriber.
Project Warranty	each Company Warranty set out in Part B of Schedule 4.
Project Warranty Claim	any claim, demand, legal proceedings or cause of action including any claim, demand, legal proceedings or cause of action arising from a breach of a Project Warranty.
Reinstatement Letter	the letter from ASX to the Company dated 19 January 2018 entitled ""Reinstatement Conditions" and setting out the conditions to

HERBERT
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Term	Meaning
	reinstatement of the Eastern Goldfields Shares to quotation on ASX.
Related Corporation	each company:
of an entity	that is a Subsidiary of that entity; 1.
	2 of which the entity is a Subsidiary; or
	3 that is a Subsidiary of a company of which the entity is also a Subsidiary,
Related Persons	in respect of a party or its Related Corporations, each director, officer, employee, advisor, agent, external consultant or representative of that party or Related Corporations.
ROFR Exercise Notice	has the meaning given in clause 7.3.
ROFR Option Notice	has the meaning given in clause 7.3.
Series A Options	the call options over unissued Eastern Goldfields Shares issued on the terms and conditions set out in Part A of Schedule 8.
Series B Options	the call options over unissued Eastern Goldfields Shares Issued on the terms and conditions set out in Part B of Schedule 8.
Subscriber Warranties	the representations and warranties set out in Schedule 5.
Subscription Completion	completion of the Issue of the Subscription Shares under this agreement.
Subscription Completion Date	In relation to the Subscription Shares, means the date on which 1 Subscription Completion occurs; and
	in relation to the Subscription Options, means (i) the Business Day 2. after the date on which the exposure period (as that term is referred to in section 727 of the Corporations Act) ends; or (ii) if the exposure period is extended or ASIC issues a stop order in relation to the prospectus for the offer of the Subscription Options, such date on or after Subscription Completion occurs as elected by the Subscriber by notice in writing to the Company (which date may be during the exposure period, in which case the Subscriber acknowledges the Subscription Options will not be issued under the

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$\mathbf{1}$ Definitions and interpretation

Term	Meaning
	prospectus referred to In clause 4.2(b)).
Subscription Options	the number of Eastern Goldfields Options equal to 1 Series A Option for every 2 Subscription Shares and 1 Series B Option for every 2 Subscription Shares, being:
	43,750,000 Series A Options; and 1
	2 43,750,000 Series B Options.
Subscription Price	\$0.20 per Share.
Subscription Securities	the Subscription Options and the Subscription Shares.
Subscription Shares	87,500,000 Eastern Goldfields Shares.
Subsidiary	has the meaning given in Division 6 of Part 1.2 of the Corporations Act.
Tax	any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Government Agency and includes, but is not limited to any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty.
Tax Law	a law with respect to or imposing any Tax or Duty.
Trading Day	has the meaning given in the ASX Listing Rules.
Tranche 1 Subscription Socuritios	42,000,000 Eastern Goldfields Shares; and 1 21,000,000 Series A Options and 21,000,000 Series B Options, 2 to raise \$8,400,000.
Tranche 1 Completion	completion of the issue of the Tranche 1 Subscription Securities to the Additional Purchasers.
Tranche 2 Additional Purchaser Securities	At least: 23,350,000 Eastern Goldfields Shares; 1

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Term	Meaning
	11,675,000 Series A Options; and 2. з 11,675,000 Series B Options, to raise at least \$4,670,000.
Warranties	the Company Warranties and the Subscriber Warranties.
Whitestone	Whitestone Minerals Pty Ltd (ACN 136 481 877).
Work Safety Authority	Each of: Worksafe (WA); and 1 The Department of Mines, Industry Regulation and Safety (WA). 2

$1.2$ Interpretation

In this agreement:

headings and bold type are for convenience only and do not affect the $(a)$ interpretation of this agreement;
the singular includes the plural and the plural includes the singular; $(b)$
$(c)$ words of any gender include all genders;
other parts of speech and grammatical forms of a word or phrase defined in this $(d)$ agreement have a corresponding meaning;
an expression importing a person includes any company, partnership, joint $(e)$ venture, association, corporation or other body corporate and any Government Agency as well as an individual;
a reference to a clause, party or schedule is a reference to a clause of, and a $(f)$ party or schedule to, this agreement and a reference to this agreement includes any schedule:
a reference to any legislation includes all delegated legislation made under it $\left( q\right)$ and amendments, consolidations, replacements or re-enactments of any of them:
a reference to a document includes all amendments or supplements to, or $(h)$ replacements or novations of, that document;
a reference to a party to a document includes that party's successors and $(i)$ permitted assignees;
a reference to an agreement other than this agreement includes a deed and any $\left($ i legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;
$(k)$ a reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation,

Conditions Precedent $\mathbf{2}$

reconstruction, winding-up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, Insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;

no provision of this agreement will be construed adversely to a party because $(1)$ that party was responsible for the preparation of this agreement or that provision;
a reference to a body, other than a party to this agreement (including an $(m)$ institute, association or authority), whether statutory or not:
$(1)$ that ceases to exist; or
$(2)$ whose powers or functions are transferred to another body,

is a reference to the body that replaces it or that substantially succeeds to its powers or functions:

a reference to any thing (including, but not limited to, any right) includes a part $(n)$ of that thing but nothing in this clause 1.2(n) implies that performance of part of an obligation constitutes performance of the obligation;
if a period of time is specified and dates from a given day or the day of an act or $\circ$ event, it is to be calculated exclusive of that day;
a reference to '\$' or 'dollars' is to Australian currency unless denominated $(p)$ otherwise: and
a reference to time is a reference to Perth, Western Australia time. $(q)$

$1.3$ Agreement components

This agreement includes any schedule.

$1.4$ Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the preceding Business Day.

$1.5$ Inclusive expressions

Specifying anything in this agreement after the words 'including', 'includes' or 'for example' or similar expressions does not limit what else is included.

$\overline{2}$ Conditions Precedent

$2.1$ Conditions precedent

The obligations of the partles under clause 5 are conditional on, and do not become binding unless and until:

additional management: the Company has concluded its CEO search and $(a)$ appointment and progressed its CFO search in line with its announced timeline, in each case, to the satisfaction of the Subscriber (in its sole and absolute discretion);

Conditions Precedent

$(b)$

no Eastern Goldfields Material Adverse Change: no Eastern Goldfields Material Adverse Change occurring between the date of this agreement and immediately before Subscription Completion;
Invested Facility forbearance and waiver: the Company has received from $(c)$ the Investec Parties in a form and on terms satisfactory to the Subscriber (acting reasonably):
a forbearance under the Invested Facility to 1 May 2018 in relation to $(1)$ any past or subsisting event of default, breach of covenant or review event under the Invested Facility as at the date on which the forbearance is granted (including in relation to the continuation of any such event to the extent that it is ongoing), which forbearance:
- specifies all such events of default, breaches of covenant or $(A)$ review events; and

$\overline{2}$

Is subject to the Company: (i) completing the Private $(B)$ Placement on or prior to 9 February 2018; (ii) no new events of default under the Investec Facility occurring; (iii) all repayments, interest and costs being paid to Invested as and when due; (iii) the Company completing its planned CEO search and appointment by 31 January 2018; and (Iv) completion of the proposed appointment of an additional independent board member by 31 March 2018; (v) Investmet paying the \$5,000,000 instalment due under the Investec Facility due in February 2018 should Invested not receive credit approval to reschedule that repayment; and
$(2)$ confirm that the Invested Parties will, at the end of the forbearance period and subject to all events of default, breaches of covenant or review events under the Invested Facility being remedied, agree to walve their rights under the Invested Facility in relation to those remedied events of default, breaches of covenant or review events, including for the purposes of clause 22.2 of the Facility Agreement.
ASX quotation: immediately before Subscription Completion: $(d)$
the ASX not indicating to the Company that it will refuse to grant $(1)$ quotation of the Subscription Shares or otherwise make quotation conditional; and
$(2)$ in respect of the Eastern Goldfields Shares currently on issue, ASX has confirmed in writing that in ASX's opinion the Company's financial position is adequate to warrant the continued quotation of those Eastern Goldfleids Shares and the ASX has agreed to lift the suspension of trading and to re-quotation of those Eastern Goldfields Shares subject only to Subscription Completion and other conditions to the re-quotation of the Company's Shares which are customarily required by the and on terms and conditions satisfactory to the Subscriber (acting reasonably);
KYC: the Company for and on behalf the Company and each Eastern $(e)$ Goldfields Group Member has provided an executed anti-corruption and antibribery certification substantially in the form set out in Schedule 1;
$(1)$ warranties: each of the representations and warranties of the Company under clause 6.1 are true and correct in as at immediately before Subscription Completion except to the extent fairly disclosed in the Disclosure Materials (where 'fairly disclosed' has the meaning set out in clause 6.10(b));

Conditions Precedent $\overline{2}$

$(q)$ related party transactions: the Company has:

ceased to be a party to any agreements or arrangements (whether $(1)$ oral or in writing) with a Related Corporation or an Affiliate of the Company, except those agreements or arrangements which the Subscriber has consented to in writing on or prior to Subscription Completion (such consent not to be unreasonably withheld or delayed) other than in relation to the following on-going arrangements being the continuation (on their current terms) of the investmet Facility, Michael Fotios' employment arrangements, the lease of the Company's office premises and the Company's arrangements with Whitestone (until those assets are purchased by the Company in accordance with clause 4.7): and
$(2)$ entered a binding agreement with investmet on terms and conditions satisfactory to the Subscriber (and for the benefit of and enforceable by the Subscriber to the extent set out therein) pursuant to which the Company and Investmet agree to amend the Investmet Loan Agreement to the effect that:
$(A)$ the Investmet Loan may be re-drawn if paid down; and
$(B)$ the commitment is amended to \$15,000,000 formalise the 24 February 2017 overdraft commitment to the Invested Security Trustee allowing the Company to draw down sufficient funds under the Investmet Facility to (I) enable the Company to pay the \$5,000,000 instalment under the Invested Facility due in February 2018 to the extent the Company does not have sufficient funds to repay this amount and (ii) to remain up to date with payments to all other creditors, while at all times complying with the minimum cash requirement under the Invested Facility;
$(h)$ Tranche 1 Completion and Tranche 2 Additional Purchaser Securities: Tranche 1 Completion and completion of the issue of the Tranche 2 Additional Purchaser Securities to the Additional Purchasers occurs and the Company has received (in cash or by way of offset against debt of, or amounts owing by, the Company) at least \$12,500,000.

$2.2$ Reasonable endeavours to satisfy conditions precedent

$(a)$ The Company must use reasonable endeavours to ensure that the conditions precedent in clause 2.1 are satisfied as expeditiously as possible and in any event on or before the Conditions Precedent Cut Off Date.
Each party must provide reasonable assistance to the other as is necessary to $(b)$ satisfy the conditions.
Each party must provide all information as may be reasonably requested by the $(c)$ other party in connection with any notices or applications for approvals.

$2.3$ Notice

Each party must promptly notify the other in writing if it becomes aware that any condition In clause 2.1 has been satisfied or has become incapable of being satisfied.

$\mathbf{a}$ Subscription and issue

$2.4$ Waiver

Each of the conditions in clause 2.1 are for the benefit of the Subscriber only $(a)$ and may only be waived by the Subscriber in its sole and absolute discretion. To avoid doubt, the Company cannot waive the conditions, and no consent is required from the Company for the Subscriber to waive them.
A waiver of a condition in clause 2.1: $(b)$
$(1)$ will not be effective unless it is given in writing in relation to a particular condition:
$(2)$ may be given unconditionally or on the conditions the Subscriber considers fit in its sole and absolute discretion; and
$(3)$ will not preclude the Subscriber from refusing to waive a particular condition on another occasion or from requiring the Company to satisfy conditions that differ from the conditions applying on a prior occasion.

$2.5$ Cut Off Date

A party may, by not less than 2 Business Days' notice to the other party, terminate this agreement at any time before Subscription Completion if:

$(a)$ the conditions in clause 2.1 are not satisfied, or waived in accordance with clause 2.4 by the Conditions Precedent Cut Off Date; or
the conditions in clause 2.1 become incapable of satisfaction or the parties $(b)$ agree that any of the conditions in clause 2.1 cannot be satisfied.

3 Subscription and issue

$3.1$ Subscription shares and options

The Company must issue, and the Subscriber must subscribe for or procure $(a)$ that the Nominee (as defined below) subscribe for the Subscription Securities on the Subscription Completion Date for the Subscription Price.
The Subscriber may nominate in writing to the Company prior to Subscription $(b)$ Completion a Related Corporation of the Subscriber to act as subscriber of the Subscription Securities (Nominee). Such Nominee will assume all the rights and obligations of the Subscriber under this agreement except that the Subscriber will remain liable to perform the obligations of the Nominee under this agreement to the extent the Nominee fails to do so.

$3.2$ Constitution

On issue of the Subscription Shares, the Subscriber agrees to be bound by the Constitution or procure that the Nominee agrees to be bound by the Constitution.

$3.3$ Rights and ranking

All Subscription Shares Issued to the Subscriber or the Nominee will:

$(a)$ be issued as fully pald;

Company undertakings

$(b)$ be free of Encumbrances: and
rank equally in all respects with the other Eastern Goldfields Shares on issue as $(c)$ at the date of Subscription Completion (as applicable).

$3.4$ Option terms

All Subscription Options are granted on, and subject to, the terms set out in Schedule 8 of this agreement (as applicable) and each party undertakes in favour with the other that it will comply with those terms.

Company undertakings 4

$4.1$ Company undertakings prior to completion

The Company will not directly or indirectly, prior to Subscription Completion, without the Subscriber's prior written consent carry on its business except in the ordinary course and In the same manner as conducted on the date of this document, including, without limitation:

dispose or acquire, or agree to dispose or acquire, or apply for, any mining $(a)$ licence or title, other than the acquisition of a mining licence or title which results from an application identified in Schedule 7;
dispose of or agree to dispose of any of its right, title or interest in and to any $(b)$ asset that it may own or to which it may become entitled (other than any assets wholly related to operations outside of Australia) with an aggregate value in excess of \$2,000,000;
charge or agree to Encumber the whole or any part of its right, title and Interest $(c)$ in and to any asset that it may own or to which it may become entitled (other than any assets wholly related to operations outside of Australia) with an aggregate value in excess of \$2,000,000;
other than the Subscription Securities, Tranche 1 Subscription Securities and $(d)$ any Eastern Goldfields Shares issued on the exercise of any options to acquire Eastern Goldfields Shares on issue as at the date of this agreement, issue, or agree to issue, any securities in its capital or grant any options or rights to take up by way of subscription, conversion or substitution further securities in its capital (including, without limitation, any hybrid equity securities such as convertible notes, redeemable preference shares or subordinated notes). whether the shares rank in preference to, equally with or after the Subscription Shares in respect of any right or interest other than a non-renounceable rights issue on a 1 for 20 basis that complies with clause 4.3;
$(e)$ enter into, or agree to enter into, any agreement, arrangement or obligation to borrow or lend funds in excess of \$2,000,000;
$(f)$ grant any special voting or other rights that attach to the ordinary issued shares in its capital:
acquire, or agree to acquire, any business or undertaking which is not owned by $(g)$ the Eastern Goldfields Group as at the date of this agreement;
$(h)$ vary or provide any waiver consent under or in relation to the escrow arrangements entered into by the Company and the Additional Purchasers (prior to the date of this agreement) in connection with the Additional

Company undertakings

Purchasers' subscription for the Tranche 1 Subscription Securities and Tranche 2 Additional Purchaser Securities; or

enter into any transaction prior to Subscription Completion that would be a $(1)$ Fundamental Matter and require approval of the Subscriber under clause 10.1 and Schedule 3 if it were undertaken following Subscription Completion.

$4.2$ Quotation on ASX

The Company will apply to ASX for official quotation of the Subscription Shares $(a)$ as soon as practicable, and in any event within 2 Business Days after the satisfaction of each of the conditions in clause 2.1(d)(2).
By no later than the close of the Business Day prior to Subscription Completion $(b)$ the Company must:
lodge a prospectus (in a form reasonably satisfactory to the $(1)$ Subscriber) with ASIC that qualifies the Subscription Shares and the Eastern Goldfields Shares to be issued on exercise of the Subscription Options for resale under section 708A(11) of the Corporations Act:
$(2)$ submit to ASX all materials required in connection with satisfying those conditions in the Reinstatement Letter in relation to which the provision of such materials is not dependent on Subscription Completion or the payment of money by the Company (such materials being in a form reasonably satisfactory to the Subscriber), being conditions 4, 5, 6, 7, 8, 9, 10, 11 (other than to the extent relating solely to the Private Placement), 12 (other than to the extent relating solely to the Private Placement) 13, 14, 16.6, 16.7, 16.8, 16.9, 16.10, 16.11, 16.12, 16.13 and 17 of the Reinstatement Letter; and
$(3)$ provide to the Subscriber a draft of the materials required in connection with satisfying condition 16.4 of the Reinstatement Letter.
To avoid doubt, the Company will have satisfied its obligations under clause $(c)$ 4.2(b)(1) if the Company has lodged a prospectus (in a form reasonably satisfactory to the Subscriber) in conjunction with the issue of the Tranche 1 Subscription Securities and offers of securities under that prospectus are still open for acceptance on the day on which the Subscription Shares and Subscription Options are issued (such that the Subscription Shares and the Eastern Goldfields Shares to be issued on exercise of the Subscription Options qualify for resale under section 708A(11) of the Corporations Act).

$4,3$ Rights Issue

$(a)$ The Company must announce a rights issue (the Rights Issue) simultaneously with the announcement of entry into this agreement (or have already announced the Rights Issue), which Rights Offer must:
be a non-renounceable entitlement offer to the Company's $(1)$ shareholders of Shares on a 1 for 20 basis with each Share subscribed for carrying a free attaching option over Shares;
be on the same terms as the Placement, being the Shares offered at $(2)$ \$0,20 per Share with each Share subscribed for carrying a free attaching option over Shares (with one half of such options being on the same terms as the Series A Options and one half of such options being on the same terms as the Series B Options);

Company undertakings
$(3)$ seek to raise gross proceeds of at least \$7 million (for the avoidance doubt, excluding the proceeds raised from the Subscriber subscribing for the Subscription Shares under this agreement); and
$(4)$ be underwritten to the extent of at least \$5 million provided that part of the underwritten amount of \$5 million relates to the Subscriber taking up its rights under the Rights Issue or underwriting its proportion of its shareholding in the Company as at the record date under the Rights Issue (which must be a record date that allows the Subscriber to take up its rights under the Rights Issue in relation to the Subscription Shares) and provided that any underwriting by Investmet can be by way of off-set against amounts owing under the investmet Facility.
$(b)$ The prospectus for the Rights Issue must be lodged with ASIC no later than the prospectus referred to in clause 4.2(b)(1).

$4.4$ Use of proceeds

The Company must ensure the proceeds of the Private Placement are only applied in accordance with Schedule 9.

$4.5$ Compliance with laws

The Company undertakes to the Subscriber that it will, and will procure that each member of the Eastern Goldfields Group will:

$(a)$ comply in all material respects with all applicable laws, including all applicable anti-bribery or anti-corruption laws:
put in place an appropriate ethics and compliance program, including a Code of $(b)$ Business Conduct and related policies and procedures (including without limitation, an anti-bribery and corruption policy) within 30 days of Subscription Completion and recommend adoption of such a policy to its board:
$(c)$ maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws including providing adequate training to employees and contractors of the Eastern Goldfields Group:
be adequately insured against accident, damage, injury, third party loss and any $(d)$ other risk normally insured by a prudent person operating the types and size of business similar to the business of the Eastern Goldfields Group;
comply with best practice industry standards for a business of the type and size $(\mathbf{e})$ of the Eastern Goldfields Group in respect of its regulatory, environmental and social policies and, for the avoidance of doubt, provided that at all material times each member of the Eastern Goldfields Group complies with all applicable laws and all conditions of any mining, or exploration, environmental or social licence it holds; and
obtain, maintain and, to the extent necessary, update any permits, licences, $(f)$ approvals, authorizations and registrations that are required for the good standing, the updated shareholding structure and the regular activities of any member of the Eastern Goldfields Group.

4.6 Dividends

Where the Company pays a distribution on Eastern Goldfields Shares, the $(a)$ Company must use reasonable endeavours to allocate franking credits on the

5 Subscription Completion

distribution to the greatest extent franking credits are available and franking the distribution is permissible under the Tax Law.

Words used in this clause 4.6, that have a defined meaning in the ITAA97, have $(b)$ the same meaning as in the ITAA97 unless the context indicates otherwise.

4.7 Whitestone

As soon as practicable after the date of this agreement, and no later than 10 Business Days after Subscription Completion, the Company agrees to enter into a binding sale and purchase agreement with Whitestone on terms and conditions reasonably satisfactory to the Subscriber pursuant to which the Company agrees to purchase from Whitestone the assets of Whitestone used as at the date of this agreement to provide services to the Company pursuant to the Drilling Services Agreement dated 25 June 2013 and to make offers of employment to those employees of Whitestone primarily involved in the provision of those services (on terms consistent with those employees' current terms of employment) for total consideration payable to Whitestone not to exceed \$550,000, where such agreement may be subject to shareholder approvals required by applicable law or the ASX Listing Rules.

5 Subscription Completion

$5.1$ Time and place for Subscription Completion

Completion of the issue of the Subscription Shares under this agreement must take place:

within 2 Business Days of the satisfaction or waiver of the last of the conditions $(a)$ precedent in clause 2.1 (provided all conditions remain satisfied or waived at Subscription Completion);
at Level 36, 250 St Georges Terrace Perth, Western Australia or at any other $(b)$ place the parties agree; and
at the time (but during banking hours at that place) that the parties agree. $(c)$

Obligations of Company at Subscription Completion $5.2$

On or before Subscription Completion, the Company must procure that a meeting of directors of the Company is convened and approves, subject to Subscription Completion, the Issue of the Subscription Securities to the Subscriber.

5,3 Subscription at Subscription Completion

$(a)$ At least 2 Business Days prior to the Subscription Completion Date the Subscriber must notify the Company of:
the amount of the Hawke's Point Reimbursable Costs to be deducted $(1)$ from the Subscription Price in accordance with clause 5.3(b)(2) (such amount being subject to clause 13.1(b)); and
the net amount to be paid by the Subscriber to the Company at $(2)$ Subscription Completion under clause 5.3(b)(2).
Subject to the Company having discharged its obligations under clause 4.2 and $(b)$ the Issue of the Tranche 1 Subscription Securities and Tranche 2 Additional

5 Subscription Completion

Purchaser Securities having occurred (or the Subscriber being satisfied that the issue of the Tranche 1 Subscription Securities and Tranche 2 Additional Purchaser Securities will occur simultaneously with Subscription Completion), at Subscription Completion, the Subscriber must:

(subscription) subscribe for and accept the issue of, or procure that $(1)$ its Nominee subscribers for and accepts the issue of, the Subscription Shares by means of an application substantially in the form of Schedule 2 in relation to the Subscription Shares; and
(subscription price) pay to the Company the Subscription Price less $(2)$ the amount of the Hawke's Point Reimbursable Costs notified to the Company under clause 5,3(a) in Immediately Available Funds.

5.4 Issue at Subscription Completion

At Subscription Completion, the Company must:

issue or procure the Issue of the Subscription Shares to the Subscriber free $(a)$ from any Encumbrance or other third party rights; and
provide the documentation required by clause 5.5 to the Subscriber. $(b)$

$5.5$ Documents to be delivered by the Company at Subscription Completion

At Subscription Completion, the Company must give the Subscriber: $(a)$
(evidence of issue) evidence satisfactory to the Subscriber of the $(1)$ due allotment and issue of the Subscription Shares; and
(officer's certificate) an officer's certificate in the form of Schedule 1 $(2)$ given in respect of and on behalf of the Company to the Subscriber and dated the same date as the Subscription Completion Date.
Within 2 Business Days after Subscription Completion, the Company must give, $(b)$ at the election of the Subscriber, a CHESS holding statement or issuersponsored holding statement in respect of the Subscription Shares.

5.6 Completion simultaneous

The actions to take place as contemplated by this clause 5 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:

there is no obligation on any party to undertake or perform any of the other $(a)$ actions:
to the extent that such actions have already been undertaken, the parties must $(b)$ do everything reasonably required to reverse those actions; and
the Subscriber must return to the Company all documents delivered under $(c)$ clause 5.5 and the Company must repay to the Subscriber all payments received by it under clause 5.3, without prejudice to any other rights any party may have in respect of that failure.

Warranties 6

5.7 Subscription Options

Subject to Subscription Completion occurring, on the Subscription Completion Date in relation to the Subscription Options:

the Subscriber must subscribe for and accept the issue of, or procure that its $(a)$ Nominee subscribers for and accepts the issue of, the Subscription Options by means of an application substantially in the form of Schedule 2 in relation to the Subscription Options;
the Company must Issue or procure the Issue of the Subscription Options to the $(b)$ Subscriber free from any Encumbrance or other third party rights; and
within 2 Business Days after Subscription Completion, the Company must give, $(c)$ at the election of the Subscriber, a CHESS holding statement or issuersponsored holding statement in respect of the Subscription Options.

6 Warranties

$6.1$ Company Warranties

The Company gives the Company Warranties to and for the benefit of the Subscriber.

$6.2$ Subscriber Warranties

The Subscriber gives the Subscriber Warranties to and for the benefit of the Company.

6.3 Repetition warranties

The Warranties given by the Company and the Subscriber are given:

$(a)$ in respect of each Warranty which is expressed to be given on a particular date, on that date; and
in respect of each other Warranty, on the date of this agreement and $(b)$ immediately before Subscription Completion.

6.4 Survival

The Warranties survive the execution and Completion of this agreement.

$6.5$ Reliance

The Company acknowledges that the Subscriber enters into this agreement in $(a)$ reliance on each Company Warranty.
The Subscriber acknowledges that the Company enters into this agreement in $(b)$ reliance on each of Subscriber Warranty.

6.6 Indemnity

The Company indemnifies the Subscriber and its Affiliates against, and must pay the Subscriber an amount equal to, any Loss suffered or incurred by the Subscriber or its Affiliates in connection with a breach of a Company Warranty or this Agreement, except

R. Warrantles

to the extent that the Warranty or the Company's liability for the Loss are limited or qualified under clauses 6.8 to 6.12 below.

$6.7$ Independent Warranties

Each Warranty is separate and independent and not limited by reference to any other Warranty or any notice or waiver given by any party in connection with anything in this agreement.

6.8 Maximum and minimum amounts

$(a)$ The Company is not liable under a Claim unless the amount finally agreed or adludicated to be pavable in respect of that Claim:
exceeds \$175,000; and $(1)$
$(2)$ either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause $6.8(a)(1)$ exceeds \$875,000.

in which event, subject to clauses $6.8(b)$ and $6.8(c)$ , the Company is liable all of that amount including the initial \$875,000.

$(b)$ The maximum aggregate amount that the Company is required to pay in respect of all Claims whenever made is limited to 100% of the Aggregate Hawke's Point Investment.
For the purposes of clause 6.8(a), Claims of the same or similar nature arising $(c)$ out of the same or similar facts, matters and circumstances will be treated as one Claim.

6.9 Time limits on claims

The Company is not liable under a Claim unless:

the Subscriber notifies the Company of the Claim within: $(a)$
3 years after Subscription Completion in the case of a Claim with $(1)$ respect to a breach of the Warranties set out in Schedule 4, paragraph 3.4 ("Title and Tenements")
18 months after Subscription Completion in the case of a Project $(2)$ Warranty Claim other than a Claim with respect to a breach of the Warranties set out in Schedule 4, paragraph 3.4 ("Title and Tenements");
12 months after Subscription Completion in all other cases; and $(3)$
within 9 months after the date on which the Subscriber is required to notify the $(b)$ Company of the Claim under clause 6.9(a), either the Claim has been settled or legal proceedings in a court of competent jurisdiction in respect of the Claim have been commenced by the Subscriber against the Company in respect of the Claim.

Disclosure and knowledge $6.10$

Other than a Claim with respect to a breach of Warranty set out in Schedule 4, $(a)$ Part 3.2 ("Litigation"), the Company is not liable in respect of a Claim if the fact,

Warrantles

matter or circumstance giving rise to the Claim is fairly disclosed in, or otherwise evident from the information contained in:

$(1)$ this agreement:
$(2)$ the Disclosure Materials;
$(3)$ disclosures to the ASX by the Company or otherwise publicly available: or
$(4)$ any information available, on public registers maintained by any of the High Court of Australia as at 9 January 2018, the Federal Court of Australia as at 4 December 2017, the Supreme Court of Western Australla (Including the Supreme Court of Western Australia Court of Appeal) as at 7 December 2017, the Personal Property Securities Register as at 18 January 2018, the Department of Mines, Industry Regulation and Safety as at 12 December 2017 and the Australian Securities and Investments Commission as at 18 January 2018.
$(b)$ For ourooses of this clause 6.10, a fact, matter or circumstance is 'fairly disclosed' if information has been provided in sufficient detail to enable the Subscriber to identify and make a reasonably informed assessment of the nature and scope of the fact, matter or circumstance so disclosed.

6.11 Acknowledgments

The Subscriber acknowledges and agrees with the Company that:

it has had the opportunity to, and has, conducted due diligence investigations in $(a)$ relation to the Eastern Goldfields Group before the date of this agreement and has had the opportunity to raise such enquiries as it considered necessary with the Company in relation to the Eastern Goldfields Group;
the Company Warranties are the only warranties that the Subscriber has relied $(b)$ on, in entering into this agreement;
$(c)$ for the avoidance of doubt, no warranty or representation, expressed or implied, is given in relation to any expression of intention or expectation nor any forecast, budget or projection contained or referred to in the Disclosure Material; and
$(d)$ to the extent permitted by law and other than as set out in this agreement (including in the Company Warranties), all other warranties, representations and undertakings (whether express or implied and whether oral or in writing) made or given by any entity within the Eastern Goldfields Group or their respective directors, officers, employees, customers, agents or representatives are expressly excluded.

6.12 Other limits on Claims

The liability of the Company in respect of any Claim for breach of any Company Warranty is reduced or extinguished (as the case may be) to the extent that:

the sublect matter of any Claim is provided for in the Accounts; $\left( a\right)$
the Claim has arisen as a result of or in consequence of any voluntary act, $(b)$ omission, transaction or arrangement of or on behalf of the Subscriber after Completion:

$(c)$

A Warranties

the Claim occurs or is increased as a result of legislation not in force or in effect at the date of this agreement (including any legislation relating to any Tax Law); Ωł
the Claim occurs as a result of a change after the date of this agreement in any $(d)$ law or interpretation of law (including any law relating to any Tax Law).

6.13 No reliance

The Subscriber acknowledges, and represents and warrants to the Company, $(a)$ that:
$(1)$ at no time has:
- $(A)$ the Company or any person on its behalf made or given; or
- $(B)$ the Subscriber relied on,

any representation, warranty, promise or undertaking in respect of the future financial performance or prospects of the Eastern Goldfields Group or otherwise (including in connection with any financial analysis or modelling conducted by the Subscriber or any of their representatives or advisers) except those expressly set out in this agreement (including in the Company Warranties);

$(2)$ no representations, warranties, promises, undertakings, statements or conduct:
$(A)$ have induced or influenced the Subscriber to enter into, or agree to any terms or conditions of, this agreement;
have been relied on in any way as being accurate by the $(B)$ Subscriber;
$(C)$ have been warranted to the Subscriber as being true; or
have been taken into account by the Subscriber as being $(D)$ important to its decision to enter into, or agree to any or all of the terms of, this agreement,

except, in the case of the Subscriber, those expressly set out in this agreement (including in the Company Warranties);

It has made, and it relies upon, its own reasonable searches, $(3)$ enquiries and evaluations in respect of the Eastern Goldfields Group (including in connection with any financial analysis or modelling conducted by the Subscriber or any of their representatives or advisers), except to the extent expressly set out in this agreement (including in the Company Warranties).
The parties acknowledge that the Company is not under any obligation to $(b)$ provide the Subscriber or its advisers with any information (including financial information) on the future performance or prospects of the Eastern Goldfields Group other than as set out in this agreement. If the Subscriber has received opinions, estimates, projections, business plans, budget information or forecasts in connection with the Eastern Goldflelds Group (Including in connection with any financial analysis or modelling conducted by the Subscriber or any of their representatives or advisers), the Subscriber acknowledges and agrees that:

Anti-dilution and pre-emptive rights $\overline{7}$
$(1)$ there are uncertainties inherent in attempting to make these opinions, estimates, projections, business plans, budgets and forecasts and the Subscriber is familiar with these uncertainties;
the Subscriber is taking full responsibility for making its own $(2)$ evaluation of the adequacy and accuracy of all opinions, estimates, projections, business plans, budgets and forecasts furnished to it; and
the Company is not liable under any Claim arising out of or relating to $(3)$ any opinions, estimates, projections, business plans, budgets or forecasts in connection with the Eastern Goldfields Group except to the extent expressly set out in this agreement (including the Company Warranties).

Anti-dilution and pre-emptive rights $\overline{7}$

$7.1$ Right to participate

Following Subscription Completion, if the Company proposes to undertake an $(a)$ Eastern Goldfields Equity Offer and for so long as the Subscriber and its Affliates hold a 10% Shareholding, the Company must ensure that the Subscriber is given at least 2 week's written notice of any proposal to conduct an Eastern Goldfields Equity Offer (which notice must contain the information required by clause 7.1(b) in order to be valid) and provide the Subscriber with a reasonable opportunity to participate in that Eastern Goldfields Equity Offer on a basis that enables the Subscriber and Its Affiliates to maintain their fully diluted shareholding in the Company (expressed as a percentage) following the issue of Eastern Goldfields Shares under the Eastern Goldfields Equity Offer and on equivalent terms to the terms offered to other potential subscribers.
$(b)$ The notice issued in accordance with clause 7.1(a) must specify:
the maximum number of Equity Securities to be issued under the $(1)$ Eastern Goldfields Equity Offer;
the maximum number of Equity Securities offered to the Subscriber in $(2)$ accordance with clause 7.1(a);
the subscription price per Equity Security, which must be: $(3)$
- $(A)$ where the consideration payable by third parties under the Eastern Goldfleids Equity Offer is cash consideration, the same price as the price at which the Equity Securities will be issued under the Eastern Goldfields Equity Offer;
- $(B)$ where the consideration payable by third parties under the Eastern Goldfields Equity Offer Is non-cash consideration, the cash-equivalent price that is equal in value to that noncash consideration, to be calculated by agreement between the Company and the Subscriber (both acting reasonably) or in the absence of such agreement by an independent valuer (with the costs borne by the Company and the decision of the independent valuer being final and binding on the parties in the absence of manifest error);
$(4)$ terms and conditions of the Equity Securities proposed to be issued under the Eastern Goldfields Equity Offer and the full terms of any

Anti-dilution and pre-emptive rights

agreement required to be executed by participants in order to subscribe for those Equity Securities: and

$\overline{z}$

a statement to the effect that the Subscriber has the option to $(5)$ subscribe for all or part of the Foulty Securities identified in clause 7.1(b)(2) for the subscription price set out in clause 7.1(b)(3) and on the terms and conditions set out in clause $7.1(b)(4)$ .
The Subscriber may exercise its option under clause 7.1(b) by alving notice to $(c)$ that effect to the Company within 2 weeks after the date of service of a valid notice under clause 7.1(a).
Where shareholder approval is required by law or the ASX Listing Rules before $(d)$ Equity Securities in the Company can be issued to the Subscriber under this clause 7.1 the Company must take all reasonable steps to ensure that shareholder approval is obtained in respect of the issue of such Equity Securities to the Subscriber as soon as practicable after the Subscriber exercises its option in accordance with clause 7.1(c) (including taking all reasonable steps to procure the Company's non-interested directors unanimously recommend that shareholders vote in favour of the resolution approving the issue of such Equity Securities in the Company to the Subscriber, subject at all times to the directors' fiduciary duties).
For the purpose of calculating the Subscriber's fully diluted shareholding in the $(e)$ Company under clause 7.1(a):
the Subscriber's shareholding in the Company (prior to the Eastern $(1)$ Goldfields Equity Offer) will be calculated on the basis that all convertible securities held by the Subscriber or Its Affiliates (including the Eastern Goldfields Options) are deemed to be converted Into fully paid ordinary shares in the Company; and
the total number of shares in the Company will be calculated on the $(2)$ basis that all convertible securities issued by the Company (including to avoid doubt, the Eastern Goldfields Options and any convertible securities to be issued under the Eastern Goldfields Equity Offer referred to in clause 7.1(a)) are deemed to be converted into fully paid ordinary shares in the Company at time of the issue of Eastern Goldfields Shares under the Eastern Goldfields Equity Offer.

$7.2$ Conditions

$(a)$ The obligations and rights of the Company and the Subscriber under clause 7.1 are subject to the additional conditions imposed by ASX pursuant to the walver of ASX Listing Rule 6.18 granted by ASX in favour of the Company for the purpose of this clause 7.
The Company agrees that in the event the waiver of ASX Listing Rule 6.18 $(b)$ lapses for any reason during the 30 consecutive Trading Day period referred to in the definition of 10% Shareholding, the Company will use its best endeavours and act promptly and in good faith to do all things necessary to obtain from ASX a new waiver of ASX Listing Rule 6.18 to permit the Company to grant the Subscriber the rights under clause 7.1.

Right of first refusal for debt or alternative capital raising $7.3$

Subject to clause 7.3(b), If any Eastern Goldfields Group Member wishes to $(a)$ Issue debt or enter into any royalty or metal streaming agreement and for so long as the Subscriber and its Affiliates hold a 10% Shareholding, the Company

g. Appointment of directors

must first offer the Subscriber, by written notice, the first right to participate (to the amount 50% of the total dept issuance or value of the royalty agreement or streaming agreement) in the debt issuance or any royalty agreement or streaming agreement (ROFR Option Notice).

The Company is not required to offer to the Subscriber the first right to $(b)$ participate in any proposed debt issuance under clause 7.3(a) where the debt issuance is to fund the construction of the Mt. Ida Plant and is on customary commercial terms.
Each ROFR Option Notice given by the Company must specify the material $(c)$ commercial terms of the proposed debt issuance, royalty agreement or streaming agreement and a statement to the effect that the Subscriber has the option to participate in the debt issuance, royalty agreement or streaming agreement on the material commercial terms set out in the ROFR Option Notice:
The Subscriber may exercise its option under clause 7.3(a) by giving notice to $(d)$ that effect to the Company within 2 weeks after the date of the Subscriber's receipt of the ROFR Option Notice (ROFR Exercise Notice).
Completion of any transaction contemplated by an ROFR Exercise Notice will $(\Theta)$ be subject to and conditional on:
the Subscriber and its Affiliates holding a 10% Shareholding as at the $(1)$ time for completion of that transaction; and
$(2)$ any shareholder approvals required under the ASX Listing Rules or the Corporations Act being obtained.
Where shareholder approval is required by law or the ASX Listing Rules before $(f)$ a proposed debt issuance, royalty agreement or streaming agreement can be entered into by the Company and the Subscriber under this clause 7.3 the Company must take all reasonable steps to ensure that shareholder approval is obtained in respect of that proposed debt issuance, royalty agreement or streaming agreement as soon as practicable after the Subscriber exercises its option in accordance with clause 7.3(d) (including taking all reasonable steps to procure the Company's non-interested directors unanimously recommend that shareholders vote in favour of the resolution approving the entry into the proposed debt issuance, royalty agreement or streaming agreement by the Company, subject at all times to the directors' fiduciary duties).

8 Appointment of directors

$8.1$ Nomination of directors by the Company

The Company must use reasonable endeavours to: $(a)$
appoint at least one additional new member of the Eastern Goldfleids $(1)$ Board within 3 months of Subscription Completion (which may be the Eastern Goldfields Board Member appointed under clause 8.2, so that the total number of Eastern Goldfields Board Members is at least 4); and
appoint at least one additional new member of the Eastern Goldfields $(2)$ Board within 9 months of Subscription Completion (so that the total

Appointment of directors R.

number of Eastern Goldfields Board Members, including the Eastern Goldfields Board Member appointed under clause 8.2, is at least 5).

In appointing the new members to the Eastern Goldfields Board in accordance $(b)$ with clauses $8.1(a)(1)$ and $8.1(a)(2)$ , the Company must undertake to identify additional Eastern Goldfields Board Members who:
have relevant experience in the mining industry to contribute to the $(1)$ further development of the Company's Western Australian projects;
$(2)$ have sufficient time to materially participate in the Company's ongoing affairs: and
are in a position to participate in all or substantially all of the Eastern $(3)$ Goldfields Board and committee meetings and dedicate sufficient time to other Company affairs requiring director attention.
The Company must use reasonable endeavours to ensure that the increase in $(c)$ Eastern Goldfields Board Members in accordance with this clause 8.1 results in a majority of the Eastern Goldfields Board comprising persons who are independent (being, as at the date of this agreement, persons other than Michael Fotios or any Related Person of the Subscriber).

$8.2$ Nomination of directors by the Subscriber

$(a)$ Following Subscription Completion, for so long as the Subscriber and its Affiliates hold a 10% Shareholding, the Subscriber may nominate at least one berson to be appointed as a non-executive director of the Company (Hawke's Point Nominated Director).
To avoid doubt, the Subscriber may nominate any person to be a non-executive $(b)$ director under clause 8.2(a), including, without limitation, a person who is not an employee or consultant of the Subscriber or its Affiliates.
The Subscriber will consult with the Eastern Goldfields Board prior to any $\left( c \right)$ nomination under clause 8.2(a) and seek to nominate a person that has the appropriate qualifications and experience.
$(d)$ The Subscriber may:
appoint a director by written notice to the Company specifying the $(1)$ identity of the person to be appointed as a director; or
$(2)$ replace a director nominated by the Subscriber under clause 8.2(d)(1) by written notice to the Company specifying the identity of the person to be replace as a director and their replacement.
Where the Company receives a notice from the Subscriber pursuant to clause $(e)$ 8.2(d) of nomination of a Hawke's Point Nominated Director, subject to receipt by the Company of a proposed consent to act signed by the Hawke's Point Nominated Director, the Company must procure that the directors appoint the Hawke's Point Nominated Director as a director.
The Subscriber acknowledges that a Hawke's Point Nominated Director $(1)$ appointed under clause 8.2(a) holds office until the next annual general meeting of the Company, and is then eligible for re-election at that meeting pursuant to the Constitution, the Corporations Act and the ASX Listing Rules.
The Company must ensure that the Hawke's Point Nominated Director is $(q)$ proposed for election at the next annual general meeting of the Company convened after their appointment and recommend the election of any Hawke's Point Nominated Director at that annual general meeting and do all things as

Advisory support services $\Omega$

may reasonably be necessary or expedient on its part to ensure that such resolution is passed by the requisite majority.

If a Hawke's Point Nominated Director is not re-elected at an annual general $(h)$ meeting of the Company:
the Subscriber may nominate another Hawke's Point Nominated $(1)$ Director to replace that director (which, to avoid doubt, cannot be the same person who was not re-elected by the shareholders of the Company at the previous annual general meeting); and
$(2)$ the Eastern Goldfields Board must not appoint a successor director who is not a Hawke's Point Nominated Director.
$(i)$ The Hawke's Point Nominated Director may provide the Subscriber with any information acquired by the Hawke's Point Nominated Director in his or her capacity as a director of the Company provided that such information is provided to the Subscriber in a manner that does not conflict with any information protocols to be agreed between the Subscriber and the Company and such information is to be maintained by the Subscriber in accordance with the confidentiality obligations in clause 14.
$(i)$ For as long as the Hawke's Point Nominated Director holds office the Company must give all directors at least 7 days' notice of a meeting of the directors unless the directors unanimously agree to shorter notice (notwithstanding any provision in the Company's constitution which allows for meetings of the directors to be convened with shorter notice).

$8.3$ Representation on technical steering committee

The Company must establish the Project Technical Steering Committee on or $(a)$ prior to Subscription Completion and maintain the Project Technical Steering Committee for so long as the Subscriber and its Affiliates hold a 10% Shareholding.
For so long as the Subscriber and its Affiliates hold a 10% Shareholding, the $(b)$ Subscriber may, by written notice to the Company, nominate any person (including, to avoid doubt, a person who is not an employee or consultant of the Subscriber or its Affiliates) as the Subscriber's representative on the Project Technical Steering Committee.
Subject to the consent of the Eastern Goldfields Board (not to be unreasonably $(c)$ withheld or delayed), on receipt of a written notice under clause 8.3(a), the Company must promptly procure that the Subscriber's nominated representative is appointed to the Project Technical Steering Committee.

9 Advisory support services

The Subscriber may (in its sole and absolute discretion), on request by the $(a)$ Company, provide advisory support to the Company through the use of the Subscriber's technical, capital markets and strategic expertise in the mining sector and by providing the Company with access to potential opportunities through the Subscriber's network of investors, financiers, intermediarles and other commercial partners.

$10$ Corporate governance
Any fees or expenses payable to any third party introduced to the Company by $(b)$ the Subscriber will be as agreed between the Company and that third party at the relevant time.

$10$ Corporate governance

$10.1$ Fundamental Matters

Following Subscription Completion, for so long as the Subscriber and its Affiliates hold a 10% Shareholding, in addition to any shareholder approval that may be required under applicable law, the Company must not undertake any action which is a Fundamental Matter without the Subscriber's prior written consent, such consent not to be unreasonably withheld or delayed.

10.2 Access to business information

Following Subscription Completion:

the Subscriber will be entitled to, upon reasonable notice to the Company. $(a)$ inspect (in person and have remote access through a virtual data room operated by the Company) and make copies of information from the Company in relation to the Eastern Goldfields Group including, but not limited to, all books, records, accounts, working papers, budgets and cash flows, financial information, technical studies and documents in the possession of the Eastern Goldfields Group relating to the business, assets, affairs of the Eastern Goldfields Group or its clients to the extent such information would be available to the Nominated Hawke's Point Director;
the Company must ensure that the Subscriber has reasonable access to senior $(b)$ management of the Eastern Goldfields Group for the purpose of regular consultation regarding the business affairs and activities of the Eastern Goldfleids Group: and
the Subscriber acknowledges that as a result of the above rights that it may $(c)$ come into possession of information which may potentially constitute "inside information" for the purposes of the Corporations Act.

$10.3$ Subscriber's rights

The Subscriber's rights under this agreement (including under clauses 4, 7, 8, 9, 10 and 12) are not provided to enable it to directly participate in or control the management of the Company's affairs, but merely to protect its passive interest as an Eastern Goldfields Shareholder to maximise its long-term returns on Eastern Goldfields Shares.

$11$ Termination

$11.1$ Termination by the Subscriber

The Subscriber may terminate this agreement at any time before Subscription Completion by notice in writing to the Company if:

an order is made or an effective resolution is passed for the winding up or $(a)$ dissolution without winding up (otherwise than for the purposes of reconstruction or amalgamation) of the Company;
$(b)$ a receiver, receiver and manager, judicial manager, liquidator, administrator or like official is appointed over the whole or a substantial part of the undertaking or property of the Company:
a holder of an Encumbrance takes possession of the whole or any substantial $(c)$ part of the undertaking and property of the Company; or
the Company materially breaches this agreement, including breach of a $(d)$ Company Warranty occurring before Subscription Completion.

$11.2$ Termination by the Company

The Company may terminate this agreement at any time before Subscription Completion by notice in writing to the Subscriber if:

an order is made or an effective resolution is passed for the winding up or $(a)$ dissolution without winding up (otherwise than for the purposes of reconstruction or amalgamation) of the Subscriber;
a receiver, receiver and manager, judicial manager, liquidator, administrator or $(b)$ like official is appointed over the whole or a substantial part of the undertaking or property of the Subscriber:
a holder of an Encumbrance takes possession of the whole or any substantial $(c)$ part of the undertaking and property of the Subscriber; or
the Subscriber materially breaches this agreement, including breach of a $(d)$ Subscriber Warranty occurring before Subscription Completion.

$11.3$ Effect of Termination

If this agreement is terminated under clause 2.5 or this clause 11:

$(a)$ each party retains the rights it has against the other in respect of any breach of this agreement occurring before termination; and
the rights and obligations of each party under each of the following clauses and $(b)$ schedules will continue independently from the other obligations of the parties and survive termination of this agreement:
$(1)$ clause 1 (Definitions and Interpretation);
$(2)$ clause 6.6 (Indemnity);
$(3)$ clause 11 (Termination);
$(4)$ clause 13 (Expenses);
clause 14 (Confidentiality and announcements) $(5)$
$(6)$ clause 15 (GST); and
clauses 16 and 17 (Notices and General). $(7)$

$11.4$ No other right to terminate or rescind

Unless otherwise agreed by the parties in writing, no party may terminate or rescind this agreement except as permitted under clause 2.5 or this clause 11.

$11.5$ Specific performance

The Company acknowledges that monetary damages alone would not be adequate compensation to the Subscriber for the Company's breach of its obligation to issue the Subscription Securities under this agreement and that accordingly specific performance of that obligation is an appropriate remedy.

$12$ Exclusivity

$12.1$ Exclusivity obligations

During the Exclusivity Period, the Company must ensure that neither it nor any $(a)$ of its Related Persons:
$(1)$ directly or indirectly solicits, facilitates, encourages, invites or initiates steps with the objective of receiving any offer or proposal pursuant to which a person other than the Subscriber or its Affiliates would, if the proposal was successfully completed, be issued any equity in the Company (including, without limitation, Eastern Goldfields Shares or options over Eastern Goldfields Shares) or any of its Related Corporations or the Company or any of its Related Corporations would raise any debt finance (Alternative Funding Proposal);
$(2)$ directly or indirectly participates in any negotiations or discussions or provide any information to any person with respect to any inquiry, expression of interest, offer or proposal by any person to make an Alternative Funding Proposal:
accepts or enters into, or offers to accept or enter Into, any $(3)$ agreement, arrangement or understanding regarding an Alternative Funding Proposal;
$(4)$ discloses any non-public information about the business or affairs of the Company to a third party with a view to obtaining, or which may reasonably be expected to lead to receipt of, an Alternative Funding Proposal, other than as required by any applicable law or the requirement of a Government Agency; or
communicates any Intention to do any of the things listed in clauses $(5)$ $12.1(a)(1)$ , $12.1(a)(2)$ , $12.1(a)(3)$ and $12.1(a)(4)$ in respect of or in response to any expression of interest, offer or proposal by any person in relation to any Alternative Funding Proposal.
Nothing in this clause 12.1 prevents the Company from continuing to make $(b)$ normal presentations to brokers, portfolio investors and analysts in the ordinary course of business or promoting the merits of the Private Placement or in relation to the Company undertaking a non-renounceable rights issue to existing shareholders of the Company on a 1 for 20 basis that complies with clause 4.3.

$12.2$ Notification

During the Exclusivity Period, the Company must immediately notify the Subscriber if:

any approach, enquiry or proposal is made, directly or indirectly, to the $(a)$ Company or any of its Related Persons with respect to an Alternative Funding Proposal, whether solicited or otherwise; or

13 Expenses

any request is made to the Company or any of its Related Persons for any $(b)$ information relating to the Company or any of its Related Corporations or their businesses or operations in connection with a current or future Alternative Funding Proposal.

13 Expenses

$13.1$ Costs reimbursement

If the Company breaches its obligations under clause 12 of this agreement, the $(a)$ Company must pay to the Subscriber:
the Hawke's Point Reimbursable Costs; and $(1)$
$(2)$ an additional \$300,000 (being a reasonable estimate of the Subscriber's costs associated with its internally allocated time and resources).

within 5 Business Days of the breach occurring and the Subscriber demanding payment of the relevant amounts.

The amount payable by the Company on account of the Hawke's Point $(D)$ Reimbursable Costs:
$(1)$ under clause $13.1(a)(1)$ ; or
deducted from the Subscription Price under clause 5.3(b)(2), $(2)$

shall not exceed \$400,000 without the prior consent of the Company (such consent to be unreasonably withheld or delayed) in which case the amount payable by the Company under clause 13.1(a)(1) or deducted from the Subscription Price under clause 5.3(b)(2) shall not exceed the amount consented to by the Company under this clause 13.1(b).

This clause 13.1 does not limit the rights of the Subscriber in respect of any $(c)$ other Claims that may arise under this agreement which relate to the event that gave rise to the right to make a demand under this clause 13.1.

$13.2$ Duty, costs and expenses

The Company must pay all Duty in respect of the execution, delivery and $(a)$ performance of this agreement and any agreement, transaction or document entered into or signed under this agreement.
Subject to clause 13.1, each party must pay its own costs and expenses in $(b)$ respect of the negotiation, preparation, execution, delivery and registration of this agreement and any other agreement or document entered into or signed under this agreement.
Subject to clause 13.1, any action to be taken by the Subscriber or the $\left( c \right)$ Company in performing their obligations under this agreement must be taken at their own cost and expense unless otherwise provided in this agreement.

Confidentiality and announcements 14

$14$ Confidentiality and announcements

$14.1$ Announcement

Immediately after execution of this agreement, the Company will issue public $(a)$ announcements regarding the execution of this agreement in a form previously agreed to in writing between the parties.
Unless disclosure is required by the ASX Listing Rules or the Corporations Act $(b)$ and then subject to:
$(1)$ the Company only including the minimum information required to comply with the ASX Listing Rules and applicable law In the disclosure: and
$(2)$ before making the disclosure and to the extent legally permitted, the Company must give the Subscriber reasonable written notice of the full circumstances of the disclosure the Company proposes to make and consult with the Subscriber as to the form of that disclosure.

the Company and each of its Related Corporations must not issue any public announcement which refers to or otherwise identifies the Subscriber and its Affiliates without the prior written consent of the Subscriber.

$14.2$ Confidentiality

Each party acknowledges and agrees that it continues to be bound by the Confidentiality Deed.

GST 15

$15.1$ Definitions

Words used in this clause 15 that have a defined meaning in the GST Law, have the same meaning as in the GST Law unless the context indicates otherwise.

15.2 GST

Unless expressly included, the consideration for any supply under, or in $(a)$ connection with, this agreement does not include GST.
To the extent that any supply made under, or in connection with, this agreement $(b)$ is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under this agreement for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.
Whenever an adjustment event occurs in relation to any taxable supply to which $(c)$ clauses $15.2(a)$ and $15.2(b)$ applies:

16 Notices

$(1)$ the supplier must determine the amount of the GST component of the consideration payable; and
if the GST component of that consideration differs from the amount $(2)$ previously paid, the amount of the difference must be paid by. refunded to or credited to the recipient, as applicable.

15.3 Tax invoices

The supplier must issue a Tax Invoice to the recipient of a supply to which clause 15.2 applies no later than 7 days following payment of the GST inclusive consideration for that supply under that clause.

$15.4$ Reimbursements

If either party is entitled under this agreement to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with this agreement, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being relmbursed or indemnified, or by its representative member.

16 Notices

$16.1$ How and where Notices may be sent

A notice or other communication under this agreement (Notice) must be in writing and delivered by hand, sent by pre-paid post, fax or email to a party at the address, fax number or email address for that party in clause 16.3 or as otherwise specified by a party by Notice.

16.2 When Notices are taken to have been given and received

$(a)$ A Notice sent by post is regarded as given and received on the second Business Day following the date of postage.
$(b)$ A fax is regarded as given and received on production of a transmission report by the machine from which the fax was sent that indicates that the fax was sent in its entirety to the recipient's fax number, unless the recipient informs the sender that the Notice is illegible or incomplete within 4 hours of It being transmitted.
An email is regarded as given and received 4 hours after the time the email is $(c)$ sent (as recorded on the device from which the sender sent the email) unless the sender receives, within that 4 hour period, an automated message that the email has not been delivered.
A Notice delivered or received other than on a Business Day or after 4.00pm $(d)$ (recipient's time) is regarded as received at 9.00am on the following Business Day and a Notice delivered or received before 9.00am (recipient's time) is regarded as received at 9.00am.

17 General

$\bar{z}$

HERBERT
SMITH
FREEHILLS

$16.3$ Parties' details

Party	Address	Attention	Facsimile	Email address
Eastern Goldfields	L1/24 Mumford Street	Michael Fotios	+6186241 1811	[email protected]
	Balcatta WA 6021
With a copy to	Level 21 300 Murray Street	Simon Rear	+6189429 7666	[email protected]
	Perth WA 6000
Hawke's Poln	Notices to be sent to both addresses below:	Hawke's Point Holdings L.P	+44 20 7901 8301	[email protected]
	Ugland 1 House
	Grand Cayman
	KY-1104, Cayman Islands
	$2$ $c/o$ Polygon Global Partners LLP
	4 Sloane Terrace
	London, SW1X 9DQ, United Kingdom

$17$ General

Governing law and jurisdiction $17.1$

$\hat{\boldsymbol{\beta}}$

This agreement is governed by the law in force in Western Australia. $(a)$

$17$ General

Each party irrevocably submits to the non-exclusive jurisdiction of courts $(b)$ exercising lurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement.
Each party irrevocably waives any objection to the yenue of any legal process in $(c)$ these courts on the basis that the process has been brought in an inconvenient forum.

$17.2$ Invalidity and enforceability

If any provision of this agreement is invalid under the law of any jurisdiction the $(a)$ provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.
Clause 17.2(a) does not apply where enforcement of the provision of this $(b)$ agreement in accordance with clause 17.2(a) would materially affect the nature or effect of the parties' obligations under this agreement.

$17.3$ Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Term	Meaning
conduct	includes delay in the exercise of a right.
right	any right arising under or in connection with this agreement and Includes the right to rely on this clause.
waiver	includes an election between rights and remedies, and conduct that might otherwise give rise to an estoppel.

The meanings of the terms used in this clause 17.3 are set out below.

$17.4$ Variation

A variation of any term of this agreement must be in writing and signed by the parties.

17.5 Assignment of rights

Unless otherwise provided for in this agreement, rights arising out of or under $(a)$ this agreement are not assignable by a party without the prior written consent of the other party, provided that the Subscriber may assign its rights arising out of or under this agreement to an Affiliate of the Subscriber without the prior written consent of the Company.
A breach of clause 17.5(a) by a party entities the other party to terminate this $(b)$ agreement.

$17$ General

$(c)$ Clause 17.5(b) does not affect the construction of any other part of this agreement.

17.6 Further action to be taken at each party's own expense

Each party must, at its own expense, do all things and execute all documents necessary to give full effect to this agreement and the transactions contemplated by it.

17.7 Entire agreement

This agreement states all the express terms of the agreement between the $(a)$ parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings, arrangements and agreements, express or implied in respect of its subject matter including the Heads of Agreement.
To avoid doubt, the rights and obligations of each party under the Heads of $(b)$ Agreement will terminate upon entry Into this agreement provided that:
$(1)$ each party retains the rights it has against the other in respect of any breach of the Heads of Agreement occurring before termination; and
the rights and obligations of each party under each of the following $(2)$ clauses of the Heads of Agreement:
- $(A)$ 'Governing Law'; and
- $(B)$ the first paragraph of 'Legal Effect and Definitive Agreements'.

will continue independently from the other obligations of the parties and survive termination of the Heads of Agreement.

$17.8$ No merger

The Warranties, undertakings and indemnities in this agreement will not merge on Completion.

17.9 No reliance

Neither party has relied on any statement by the other party not expressly included in this agreement.

17.10 Counterparts

This agreement may be executed in any number of counterparts. $(a)$
All counterparts, taken together, constitute one instrument. $(b)$
A party may execute this agreement by signing any counterpart. $(c)$

$17.11$ Relationship of the parties

Nothing in this agreement gives a party authority to bind any other party in any $(a)$ way.
Nothing in this agreement imposes any fiduciary duties on a party in relation to $(b)$ any other party.

$\ddot{\phantom{a}}$

$17^°$ General

17.12 Exercise of discretions

Unless expressly required by the terms of this agreement, a party is not $(a)$ required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this agreement.
A party may (without any requirement to act reasonably) impose conditions on $(b)$ the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this agreement. Any conditions must be complied with by the party relying on the consent, approval or waiver.

$\bar{z}$

Signing page

Executed as an agreement

Signed by Eastern Goldfields Limited by

sign here > [Signature removed from lodged version] Director

print name Michael Fotlos

sign here > [Signature removed from lodged version] Director

print name Craig Readhead

Signed by HAWKE'S POINT HOLDINGS LP

By its investment manager POLYGON GLOBAL PARTNERS LLP

[Signature removed from lodged version]

Name: Reade Griffith

Position: Principal

Date: January 30,2018

AI assistant

ORA BANDA MINING LTD — Major Shareholding Notification 2018

65475_rns_2018-02-05_1f073a98-e249-40c9-9e9b-2d2d49251b54.pdf

Notice of initial substantial holder

2. Details of voling power

3. Details of relevant interests

4. Details of present registered holder's

5. Consideration

6. Associates

7. Addresses

Slanature

DIRECTIONS

Annexure "A" - Hawke's Point Group Entities

Hawke's Point Group Entities

Annexure "B" - Subscription Agreement

Subscription agreement

Contents

Table of contents

Contents

Contents

Schedules

Subscription agreement

Definitions and interpretation $\mathbf{1}$

Definitions $1.1$

$1.2$ Interpretation

$1.3$ Agreement components

$1.4$ Business Day

$1.5$ Inclusive expressions

$\overline{2}$ Conditions Precedent

$2.1$ Conditions precedent

$(q)$ related party transactions: the Company has:

$2.2$ Reasonable endeavours to satisfy conditions precedent

$2.3$ Notice

$2.4$ Waiver

$2.5$ Cut Off Date

3 Subscription and issue

$3.1$ Subscription shares and options

$3.2$ Constitution

$3.3$ Rights and ranking

$3.4$ Option terms

Company undertakings 4

$4.1$ Company undertakings prior to completion

$4.2$ Quotation on ASX

$4,3$ Rights Issue

$4.4$ Use of proceeds

$4.5$ Compliance with laws

4.6 Dividends

4.7 Whitestone

5 Subscription Completion

$5.1$ Time and place for Subscription Completion

Obligations of Company at Subscription Completion $5.2$

5,3 Subscription at Subscription Completion

5.4 Issue at Subscription Completion

$5.5$ Documents to be delivered by the Company at Subscription Completion

5.6 Completion simultaneous

5.7 Subscription Options

6 Warranties

$6.1$ Company Warranties

$6.2$ Subscriber Warranties

6.3 Repetition warranties

6.4 Survival

$6.5$ Reliance

6.6 Indemnity

$6.7$ Independent Warranties

6.8 Maximum and minimum amounts

6.9 Time limits on claims

Disclosure and knowledge $6.10$

6.11 Acknowledgments

6.12 Other limits on Claims

6.13 No reliance

Anti-dilution and pre-emptive rights $\overline{7}$

$7.1$ Right to participate

$7.2$ Conditions

Right of first refusal for debt or alternative capital raising $7.3$

8 Appointment of directors

$8.1$ Nomination of directors by the Company

$8.2$ Nomination of directors by the Subscriber

$8.3$ Representation on technical steering committee

9 Advisory support services

$10$ Corporate governance

ORA BANDA MINING LTD Major Shareholding Notification 2018