PACGOLD LIMITED - Capital/Financing Update 2021

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ACN 636 421 782

PROSPECTUS

PACGOLD LIMITED ACN 636 421 782

For an initial public offer of up to 24 million Shares at an issue price of $0.25 each to raise up to $6 million.

This Prospectus has been issued to provide information on the offer of a minimum of 16 million Shares and a maximum of 24 million Shares to be issued at a price of $0.25 per Share to raise a total of a minimum of $4 million and a maximum of $6 million (before costs) (Public Offer) .

This Prospectus also contains the following secondary offers:

a. an offer of up to 4,100,000 Options to nominated persons who are invited to apply for Options ( Incentive Options Offer Participants ) on the terms and conditions set out in Section 7.2 (Incentive Options Offer) ; and
b. an offer of a minimum of 960,000 Options and a maximum of up to 1,440,000 Options, with an exercise price of $0.31 each and an expiry date 3 years from Admission, on the terms and conditions set out in Section 7.3 (Lead Manager Options) to the Lead Manager (or its nominees) (Lead Manager Offer) .

The Public Offer, the Incentive Options Offer and the Lead Manager Offer (together, the Offers ) pursuant to this Prospectus are subject to a number of conditions precedent as outlined in Section 1.6 of this Prospectus.

It is proposed that the Offers will close at 5:00 pm (AEST) on Friday, 18 June 2021. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time.

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

Investment in the Securities offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 3 for a summary of the key risks associated with an investment in the Securities.

Contents	Contents	Contents
Important Information			vi
Corporate Directory			viii
Letter from the Chair			ix
Key Offer Details			x
Indicative Timetable			xi
Investment Overview			xii
1	Details of the Offers		24
	1.1	Public Offer	24
	1.2	Incentive Options Offer	24
	1.3	Lead Manager Offer	24
	1.4	Minimum Subscription	25
	1.5	Purpose of the Public Offer	25
	1.6	Conditional Offers	25
	1.7	Proposed Use Of Funds	25
	1.8	No Forecast Financial Information	26
	1.9	Capital Structure	26
	1.10	Lead Manager’s Interests In The Offers	27
	1.11	Underwriting	27
	1.12	Subscription Agreement	27
	1.13	Applications	27
	1.14	Allocation and Issue of Shares	29
	1.15	Overseas Applicants	29
	1.16	Application Monies for Public Offer	30
	1.17	CHESS and Issuer Sponsorship	30
	1.18	ASX Listing and Offcial Quotation	30
	1.19	Escrow Arrangements	31
	1.20	Taxation Implications	31
	1.21	Withdrawal	31
	1.22	Risks	31
	1.23	Privacy Disclosure	31
	1.24	Paper Copies of Prospectus	32
	1.25	Enquiries	32
2	Company and Project Overview		34
	2.1	Background	34
	2.2	Corporate Structure	34
	2.3	Overview of the Project	34
	2.4	Business Strategy/Objectives of the Company	38
	2.5	Proposed Exploration Budgets	38
	2.6	Dividend Policy	38
3	Risk Factors		39
	3.1	Risks Specifc to the Company	39
	3.2	Mining Industry Risks	41
	3.3	General Risks	45
	3.4	Speculative Investment	46

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4 Board, Management and Corporate Governance 47
4.1 Board of Directors 47
4.2 Directors’ Profiles 47
4.3 Key Management Personnel 48
4.4 Disclosure of Directors 48
4.5 Interests of Directors 48
4.6 Security Holdings Of Directors 49
4.7 Remuneration of Directors 50
4.8 Related Party Transactions 50
4.9 ASX Corporate Governance Council Principles and Recommendations 50
4.10 Departures from Recommendations 53
5 Financial Information 54
5.1 Introduction 54
5.2 Historical Financial Information 55
5.3 Historical Statements of Profit or Loss 55
5.4 Historical Statements of Cash Flow 56
5.5 Managment’s Discussion and Analysis of the Historical Financial Information 56
5.6 Pro Forma Historical Financial Information 57
5.7 Notes to and Forming Part of the Financial Information 59
6 Material Contracts 63
6.1 Lead Manager Mandate 63
6.2 Royalty Deed – RoyaltyOne Pty Ltd 63
6.3 Surety Deed 63
6.4 Sale and Purchase Agreement 64
6.5 Consulting Agreement – Raging Bull Group Pty Ltd 64
6.6 Micromine Software Agreement with Goldfind Exploration Pty Ltd 65
6.7 Director Agreements 65
6.8 Other Key Management Personnel Agreements 65
6.9 Subscription Agreement 66
6.10 Deeds of Indemnity, Insurance and Access 66
7 Additional information 67
7.1 Rights Attaching to Shares 67
7.2 Terms and Conditions of Incentive Options 68
7.3 Terms and Conditions of Lead Manager Options 70
7.4 Summary of the Company’s Employee Securities Incentive Plan 71
7.5 Effect of the Public Offer on Control and Substantial Shareholders 73
7.6 Interests of Promoters, Experts and Advisers 74
7.7 Consents 75
7.8 Expenses of the Offer 76
7.9 Continuous Disclosure Obligations 76
7.10 Litigation 76
7.11 Electronic Prospectus 76
7.12 Documents Available for Inspection 77
7.13 Statement of Directors 77
8 Authorisation 78
9 Glossary of Terms 79
Schedule 1 Independent Limited Assurance Report 82
Schedule 2 Solicitor’s Tenement Report 91
Schedule 3 Independent Geologist’s Report 125
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PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

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Important Information

Prospectus

This Prospectus is dated, and was lodged with ASIC on, 25 May 2021 (Prospectus Date) . Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

The expiry date of this Prospectus is 5.00pm (AEST) on that date which is 13 months after the date this Prospectus was lodged with ASIC. No Shares will be issued on the basis of this Prospectus after that expiry date.

Application will be made to ASX within seven days of the date of this Prospectus for Official Quotation of the Shares the subject of the Public Offer.

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

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

Exposure Period

This Prospectus will be publicly available during the Exposure Period. The Corporations Act prohibits the Company from processing applications to subscribe for Securities under the Offer during the seven day period after the date of lodgement of this Prospectus. This period may be extended by ASIC for a further seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus. In such circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

Risks

Any investment in the Company should be considered highly speculative. Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects of the Company, potential investors should consider the risk factors that could affect the financial performance and assets of the Company.

Investors should carefully consider these factors in light of their personal circumstances (including financial and taxation issues). The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities. Please refer to Section 3 for details relating to risk factors.

Persons considering applying for Securities pursuant to the Prospectus should obtain professional advice from an accountant, stockbroker, lawyer or other adviser before deciding whether to invest.

Conditional Offer

The Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not proceed and investors will be refunded their Application Monies without interest. Please refer to Section 1.6 for further details on the conditions attaching to the Offers.

Cooling off rights

Cooling off rights do not apply to an investment in Securities pursuant to the Offers. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

Electronic Prospectus and Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company’s website at www.pacgold.com.au

Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company’s registered office prior to the close of the Offers by contacting the Company as detailed in the Corporate Directory.

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

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

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

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Offers outside Australia

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

Subject to the provisions outlined in Section 1.15, certain persons resident in Singapore and Hong Kong are eligible to participate in the Offers.

Using this Prospectus

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

Forward Looking Statements

This Prospectus contains forward-looking statements which are identified by words such as ‘believes’, ‘estimates’, ‘expects’, ‘targets’, ‘intends’, ‘may’, ‘will’, ‘would’, ‘could’, or’ should’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 3. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

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

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

Competent person statement

The information contained in this Prospectus that relates to the mining leases and exploration permits comprising the Project is based on and fairly represents information and supporting documentation prepared by Dr Matthew White.

Dr White is a member of the Australian Institute of Geologists, a recognised professional organisation for the purposes of the JORC Code. Dr White is an Associate Principal Geologist at Derisk Geomining Consultants Pty Ltd. Dr White has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he has undertaken, to qualify as a Competent Person as defined in the JORC Code. Dr White consents to the inclusion of the matters based on his information in the form and context in which the Exploration Results and supporting information are presented in this Prospectus.

Photographs and Diagrams

Photographs used in this Prospectus which do not have

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

Company Website

Any documents included on the Company Website (and any reference to them) are provided for convenience only and none of the documents or other information on the Company Website are incorporated by reference into this Prospectus.

Miscellaneous

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to ‘$’ or ‘A$’ are references to Australian dollars.

All references to time in this Prospectus are references to AEST, being the time in Melbourne, Victoria, unless otherwise stated.

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 9.

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PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

PACGOLD LIMITED

PROSPECTUS 513979009v1 120978894

Corporate Directory

Directors

Catherine (Cathy) Moises Non-Executive Chair Anthony (Tony) Schreck Managing Director Shane Goodwin Non Executive Director Michael Pitt Non Executive Director

Corporate Lawyers

Allens

Level 37, 250 St Georges Terrace Perth WA 6000

Letter from the Chair

Dear Investor

Mining and Resources Lawyers

Officers

Suzanne Yeates Chief Financial Officer Catherine Garde Company Secretary & General Counsel

Registered and Principal Office

Suite 4.02, Level 4, 360 Collins Street Melbourne VIC 3000 Phone: (03) 9817 7076 Email: [email protected] Website: www.pacgold.com.au

Proposed Stock Exchange Listing

Australian Securities Exchange (ASX) Proposed ASX Code: PGO

Share Registry*

Computershare Investor Services Pty Limited

Yarra Falls

452 Johnston Street Abbotsford VIC 3067 Phone (within Australia): 1300 040 682 Phone (outside Australia): +61 3 9415 4036

Mining Access Legal 28/168 Guildford Road Maylands WA 6051

Lead Manager

Taylor Collison Limited Level 10, 151 Macquarie Street Sydney, New South Wales 2000 AFSL number: 247083

Independent Geologist

Derisk Geomining Consultants Pty Ltd PO Box 264 Red Hill QLD 4059

Investigating Accountant

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

Auditor*

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

On behalf of the board of Pacgold Limited ( Pacgold or Company ), I am pleased to present this Prospectus and to invite you to become a shareholder in the Company.

The Company was incorporated on 25 September 2019 in Victoria as a gold exploration company with its key asset being the Alice River Project comprising a portfolio of eight mining leases and five exploration permits in the Alice River region of north Queensland ( Project ). The Company has assembled a highly credentialed management team, led by Mr Tony Schreck, with the majority of funds raised to be put into the ground to fast track the exploration program. Early works have highlighted the potential of the grounds held, and we look forward to the results of the early exploration program.

The purpose of the Public Offer is to raise up to $6 million (before associated costs) by the issue of up to 24 million Shares at an issue price of $0.25 each.

As detailed in Section 1.7 of this Prospectus, the proceeds of the Public Offer will be utilised by the Company to fund exploration activities, corporate overheads and the costs of the Public Offer.

These exploration activities include over 4,000m of drilling, which is planned to commence within 2 months of completion of the Public Offer. While gold has been intersected in historical regional scout drilling along the 30km-long Alice River shear zone, Pacgold’s initial focus with its drilling programs is on three priority targets covering 7km of the gold bearing shear zone:

Central Target: Strong geophysical targets along strike from open pit mine and down-plunge extensions to high-grade gold mineralisation. First phase drilling of 2,000m RC + 200m DD is planned.
Southern Target: Broad untested gold surface geochemical anomalies 1.7km x 200m in area. First phase drilling of 1,500m RC is planned.
Northern Target: 2km-long interpreted vein system under shallow cover, not previously recognised. First phase drilling of 500m RC is planned.

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

This Prospectus also contains an offer of Options to Incentive Options Offer Participants (see section 1.2 for further details) and Options to the Lead Manager of the Public Offer, Taylor Collison Limited (see Section 6.1 for further details). This Prospectus contains detailed information about the Offers, the current and proposed operations of the Company and the risks pertaining to an investment in the Company.

Potential investors in the Company should carefully consider those risks (detailed in Section 3).

On behalf of the Directors, I invite you to consider this opportunity to invest in the Company and look forward to welcoming you as a Shareholder. Yours faithfully

Cathy Moises Non-Executive Chair

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PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

Key Offer Details

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Key details of the Offers [1] Minimum Subscription Maximum Subscription
Offer Price per Share $0.25 $0.25
Shares offered under the Public Offer 16,000,000 24,000,000
Cash raised under the Public Offer
$4,000,000 $6,000,000
(before costs)
Options offered under the Incentive Options Offer [2] 4,100,000 4,100,000
Options offered under the Lead Manager Offer [3] 960,000 1,440,000
Shares on issue as at Prospectus Date 25,366,250 25,366,250
Options on issue as at Prospectus Date Nil Nil
Total Shares on issue at Admission 41,366,250 49,366,250
Total Options on issue at Admission [3] 5,060,000 5,540,000
Indicative market capitalisation at Admission
$10,341,563 $12,341,563
(undiluted) [4]
Indicative market capitalisation at Admission
$11,606,563 $13,726,563
(diluted) [4]
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Indicative Timetable

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Event Date
Lodgement of this Prospectus with ASIC Tuesday, 25 May 2021
Opening Date of the Offers Wednesday, 2 June 2021
Closing Date of the Offers Friday, 18 June 2021
Issue Date of Securities Friday, 25 June 2021
Despatch of holding statements Monday, 28 June 2021
Expected date for quotation on ASX Thursday, 8 July 2021
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Note: The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form as soon as possible after the Opening Date if they wish to invest in the Company.

Notes:

1 Please refer to Section 1.9 for further details relating to the proposed capital structure of the Company.
2 Comprising 2,050,000 unquoted options exercisable at $0.36 each and expiring on the fourth anniversary of Admission and 2,050,000 unquoted options exercisable at $0.42 each expiring on the sixth anniversary of Admission, on the terms and conditions set out in Section 7.2.
3 Comprising Lead Manager Options at an exercise price of $0.31 each and expiring on the date that is 3 years from Admission, on the terms and conditions set out in Section 7.3.
4 Calculated on the basis of the expected number of Shares on issue at Admission, multiplied by the Offer Price. Shares may not trade at the Offer Price.

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PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

Investment Overview

This Section is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. The Securities offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.

Topic Summary More Information INTRODUCTION Who is the Company and Pacgold Limited (ACN 636 421 782) (Pacgold or Company), formerly known Section 2.1 what does it do? as Alice River Resources Pty Ltd, is an Australian company incorporated on 25 September 2019 in Victoria as a proprietary limited company and converted into an unlisted public company on 2 December 2020. Since incorporation, the Company acquired the Alice River Project ( Project ), further details of which are outlined in Section 2.3. What are the Company’s The Project consists of 13 mineral tenements (eight mining leases and five Section 2.3 and[[2]] Schedule 3

What are the Company’s The Project consists of 13 mineral tenements (eight mining leases and five projects? exploration permits) with an area of 377 km[[2]] , located approximately 400 km northwest of Cairns, at the northern end of the Northeast Queensland Mineral Province, comprising the tenement interests set out in schedule 1 of the Solicitor’s Tenement Report.

Since acquiring 100% of the Project in 2020 via an earn in arrangement with Tinpitch Pty Ltd, the Company has undertaken the following work:

re-interpretation of the historical geochemical, geophysical and geology data;
• data capture and re-processing of the Cyprus 1989 gradient array IP geophysical data;
• re-processing of Spitfire airborne magnetic-radiometric survey data; • assessment of all data and definition of three priority target areas for exploration; and
• design of an exploration program and budget to test the targets. From the work described above, the Company has defined three main target zones within the Project, namely Northern, Central and Southern areas.
What is the Company’s Historical and pro-forma financial information about the Company is set Section 5 and Schedule 1 financial position? out in Section 5. An Independent Limited Assurance Report is included in Schedule 1. The Board is satisfied that upon completion of the Public Offer, the Company will have adequate working capital to meet its stated objectives.
What is the proposed Following completion of the Offers under this Prospectus, the proposed Section 1.9 capital structure of the capital structure of the Company will be as set out in Section 1.9. Company?

Topic Summary More Information The Company proposes to use the funds raised from the Public Offer toSection 1.7 wards funding exploration activities, corporate overheads and the costs of the Public Offer. Following Admission, the Company’s primary focus will be on the Project and Sections 2.3 and 2.4 specifically, the targets which have been generated along the gold-bearing Alice River Shear Zone. The objective of the initial phase of drilling is to test new targets along strike and down plunge from previous gold drill intersections which have potential to lead toward a significant discovery or step change value addition to the Project. The Company’s investment strategy is to explore and develop its existing Tenements and to leverage its exploration and corporate skills to maximise the value of the Project for the Shareholders.

INTRODUCTION

What is the proposed use of funds raised under the Public Offer? What is the Company’s strategy?

SUMMARY OF KEY RISKS

Prospective investors should be aware that subscribing for Shares in the Company involves a number of risks. The risk factors set out in Section 3, and other general risks applicable to all investments in listed securities, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative . This Section summarises the key risks which apply to an investment in the Company and investors should refer to Section 3 for a more detailed summary of the risks.

The Company has no operating revenue and is unlikely to generate any Section 3.1(b) operating revenue unless and until its Projects is successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Offers should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Prospectus.

Future capital requirements

In order to successfully develop the Project and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Offers (particularly if only the Minimum Subscription is met). Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

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Topic Summary More Information Topic Summary More Information
SUMMARY OF KEY RISKS SUMMARY OF KEY RISKS
Title Risks Interests in exploration and mining tenements in Queensland are evidenced Section 3.1(c) Resource estimation risks At present the Project does not host a mineral resource or reserve estimate. Section 3.2(c)
by the granting of licences, leases, permits or authorities. Whilst the Company intends to undertake exploration activities with the aim
of defining a resource, no assurances can be given that the exploration will
Each of the Company’s Tenements has been granted for a specific term result in the determination of a resource. Even if a resource is identified, no
and carries rental, annual expenditure and reporting commitments, as
assurance can be provided that this can be economically extracted. The
well as other conditions imposed under the relevant regulation applying in
calculation and interpretation of resource estimates are by their nature
Queensland. The Company could face penalties, lose title to or its interest
expressions of judgment based on knowledge, experience and industry
in the Tenements, or any other tenements that may be acquired by the
Company in the future, if such conditions are not met or if insufficient funds practice. Estimates which were valid when originally calculated may alter
are available to meet expenditure commitments. significantly through additional fieldwork or when new information or
techniques become available. This may result in alterations to development
The Company’s Tenements allow it to carry out particular authorised and mining plans, which may in turn adversely affect the Company’s
activities to determine the existence, quality, and quantity of minerals on, in, operations.
or under land through various methods.
Limited Operating History The Company was incorporated on 25 September 2019 and has only limited Section 3.1(a)
Exploration and Potential investors should understand that mineral exploration and develop- Section 3.2(a)
operating history and limited historical financial performance.
development risks ment are high-risk undertakings. There can be no assurance that exploration
No assurances can be given that the Company will achieve commercial
and development will result in the discovery of further mineral deposits. Even
if an apparently viable deposit is identified, there is no guarantee that it can viability through the successful exploration and/or mining of its Tenements.
be economically exploited. Until the Company is able to realise value from its Project, it is likely to incur
ongoing operating losses.
The future exploration and development activities of the Company may be
affected by a range of factors, including geological conditions, limitations
Reliance on key personnel The Company’s success depends to a significant extent upon its key Section 3.2(p)
on activities due to seasonal weather patterns, unanticipated operational
management personnel, as well as other employees and technical personnel,
and technical difficulties, industrial and environmental accidents, native title
including sub-contractors. The Company has a small management team so
process, changing government regulations and many other factors beyond
the loss of the services of one or more of these key personnel could have an
the control of the Company.
adverse effect on the Company.
The success of the Company will also depend upon the Company having
access to sufficient development capital, being able to maintain title to its Infectious diseases The outbreak of coronavirus disease (COVID 19) is having a material Section 3.3(h)
Project and obtaining all required approvals for its activities. In the event that effect on global economic markets. The global economic outlook is facing
exploration programs are unsuccessful this could lead to a diminution in the uncertainty due to the pandemic, which has had and may continue to have a
value of the Project, a reduction in the cash reserves of the Company and significant impact on capital markets and share price.
possible relinquishment of part or all of the Project.
The Company’s share price may be adversely affected by the economic
Land access risk Land access is critical for exploration and/or exploitation to succeed. It Section 3.2(i)
uncertainty caused by COVID 19. Further measures to limit the transmission
requires both access to the mineral rights and access to the surface rights. of the virus implemented by governments around the world (such as travel
Minerals rights may be negotiated and acquired. In all cases the acquisition bans and quarantining) may adversely impact the Company’s operations. It
of prospective exploration and mining licences is a competitive business,
could interrupt the Company carrying out its contractual obligations, cause
in which proprietary knowledge or information is critical and the ability to
disruptions to supply chains or interrupt the Company’s ability to access
negotiate satisfactory commercial arrangements with other parties is often
capital.
essential. The Company may not be successful in acquiring or obtaining the
necessary licences to conduct exploration or evaluation activities outside of
the Tenements.
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Summary More Information

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Topic Summary More Information
DIRECTORS, RELATED PARTY INTERESTS, SUBSTANTIAL HOLDERS AND ADVISORS
Who are the Directors As at the date of this Prospectus, the Board comprises: “Corporate Directory” and
and key management Sections 4.1 and 4.3
personnel? • Ms Cathy Moises - Non-Executive Chair;
• Mr Tony Schreck – Managing Director;
• Mr Shane Goodwin – Non-Executive Director; and
• Mr Michael Pitt – Non-Executive Director.
As at the date of this Prospectus, the Company’s key management personnel
comprises:
• Ms Suzanne Yeates - Chief Financial Officer; and
• Ms Catherine Garde – Company Secretary and General Counsel.
What benefits are being Please refer to Sections 4.7 and 6.7(b) for a summary of the remuneration Sections 4.7, 6.7(a) and
paid to the Directors? packages that Ms Moises, and Messrs Goodwin and Pitt, will receive 6.7(b)
pursuant to their Non-Executive Chair letter of appointment and Non-
Executive Director letters of appointment respectively.
The Company has entered into a consulting agreement with Mr Tony
Schreck, pursuant to which Mr Schreck will serve as Managing Director of
the Company on a full-time basis. Refer to Section 6.7(a) for further details.
Section 4.6
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Key Management Personnel and their respective associated entities (as defined in the Listing Rules) have the following interests in Securities as at the Prospectus Date:

What interest do Key Management Personnel have in the Securities of the Company?

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DIRECTOR SHARES %
Cathy Moises [1] 625,000 2.5
Tony Schreck 800,000 3.2
Shane Goodwin 1,300,000 5.1
Michael Pitt [2] 1,681,250 6.5
Catherine Garde [3,4] 2,012,500 7.9
Suzanne Yeates [4] 0 0.0
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Notes:

Ms Cathy Moises holds 625,000 Shares via Tooradin Park Superannuation Ltd .
Mr Michael Pitt holds a total of 1,650,000 Shares as trustee for the RGR Capital Trust and RGR Family Superfund, however his interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares.
Ms Catherine Garde holds nil Shares, however Mr Patrick Walta (a former director) is the spouse of Ms Catherine Garde. Mr Walta as trustee for the FJB and Associates Trust holds 2,012,500 Shares.

Topic

DIRECTORS, RELATED PARTY INTERESTS, SUBSTANTIAL HOLDERS AND ADVISORS

Based on the intentions of the Key Management Personnel at the Prospectus Date in relation to the Public Offer and Incentive Options Offer, the Key Management Personnel and their respective associated entities (as defined in the Listing Rules) will have the following interests in Securities on Admission:

What interest do Key Management Personnel have in the Securities of the Company?

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Key Management Shares % Sharholding Incentive
Personnel Options
Minimum Maximum
Subscription Subscription
Cathy Moises [1] 625,000 1.5% 1.3% 600,000
Tony Schreck [2] 820,000 2.0% 1.7% 900,000
Shane Goodwin [1,6] 1,340,000 3.2% 2.7% 600,000
Michael Pitt [3] 1,881,250 4.5% 3.8% 600,000
Catherine Garde [1,4] 2,012,500 4.9% 4.1% 1,200,000
0
Suzanne Yeates [5] 80,000 0.2% 0.2% 0
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Notes:

Each of Ms Moises, Mr Goodwin, Ms Garde and Mr Walta do not intend to subscribe for Shares under the Public Offer.
Mr Schreck intends to subscribe for approximately 20,000 Shares (being $5,000) under the Public Offer.
Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund holds a total of 1,650,000 Shares, however his interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares. Mr Michael Pitt (as trustee) intends to subscribe for $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. The figures in the table above assume Mr Michael Pitt (as trustee) applies for, and is allotted, 200,000 Shares and Mr John Pitt does not participate in the Public Offer.
Ms Catherine Garde will hold 600,000 Incentive Options at Admission. Mr Patrick Walta is the spouse of Ms Garde and is a related party of Ms Garde. Mr Walta is a Director of Raging Bull Group Pty Ltd which will hold 600,000 Incentive Options at Admission. Therefore the total Incentive Options Ms Garde and her related entities will have on Admission is 1,200,000 Options.
Ms Suzanne Yeates intends to subscribe for $20,000 worth of Shares under the Public Offer (being 80,000 Shares).
Mr Shane Goodwin holds 1,300,000 Shares. His father, Mr Michael Goodwin (a deemed associate under the Listing Rules) intends to apply for 40,000 Shares (being $10,000). These figures in the table above assume Mr Michael Goodwin applies for and is allotted 40,000 Shares. Therefore, Mr Shane Goodwin’s Shares have been aggregated with the Shares held by his father.
Ms Catherine Garde is the Company Secretary and General Counsel (refer to Section 6.8(a) for details of Ms Garde’s consulting agreement) and Ms Suzanne Yeates is the Company’s Chief Financial Officer (refer to Section 6.8(b) for details of Ms Yeates’ consulting agreement).

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More Information

Topic

Summary

DIRECTORS, RELATED PARTY INTERESTS, SUBSTANTIAL HOLDERS AND ADVISORS

What important contracts The Company has entered into the following related party transactions on with related parties is the arms’ length terms: Company a party to? (a) letters of appointment with each of its Non-Executive Directors on standard terms (refer to Section 6.7(b) for details);

(b) consulting agreement with the Company’s Managing Director Mr Tony Schreck (refer to section 6.7(a) for details);
(c) deeds of indemnity, insurance and access with each of its Directors and Officers on standard terms (refer to Section 6.10 for details);
(d) consultancy agreement with Raging Bull Group Pty Ltd, an entity controlled by a related party and former director, Mr Patrick Walta (refer to Section 6.5 for details);
(e) royalty deed with RoyaltyOne Pty Ltd, an entity controlled by a related party and former director, Mr Walta (refer to Section 6.2 for details);
(f) consultancy agreement with Catherine Garde trading as Garde Law, an entity controlled by Company Secretary and General Counsel, Ms Catherine Garde (refer to Section 6.8(a) for details); and
(g) Micromine Mining software agreement with Goldfind Exploration Pty Ltd (ACN 101 395 215), an entity controlled by Managing Director, Mr Tony Schreck (refer to Section 6.6 for details).

Who will be the substantial Those Shareholders (and their associates) holding an interest in 5% or more holders of the Company? of the Shares on issue as at the date of this Prospectus are as follows:

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NAME SHARES %
Patrick Walta as 2,012,500 7.9%
trustee of FJB &
Associates Trust [1]
Michael Pitt as trustee 1,650,000 6.5%
of RGR Capital Trust
and RGR Family
Superfund [2]
Kufara Endevours Pty 1,300,000 5.1%
Ltd Trust>
DXB Holdings Pty Ltd 1,300,000 5.1%
Kingslane Pty 1,300,000 5.1%
Ltd Superannuation Fund>
John Carr 1,300,000 5.1%
Justin Walta 1,300,000 5.1%
Shane Goodwin [3] 1,300,000 5.1%
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More Information

Section 4.8

Section 7.5

Topic

Summary

DIRECTORS, RELATED PARTY INTERESTS, SUBSTANTIAL HOLDERS AND ADVISORS

Notes:

Mr Patrick Walta as trustee for the FJB and Associates Trust holds 2,012,500 Shares. Mr Walta resigned as Director of the Company on 10 April 2021.
Non-Executive Director, Mr Pitt as trustee for the RGR Capital Trust and RGR Family Superfund intends to subscribe for $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. As at the Prospectus Date, Mr Pitt is a substantial shareholder of the Company however, at Admission, his shareholding will be diluted and he will no longer be a substantial shareholder of the Company.
As at the Prospectus Date, Non-Executive Director Mr Shane Goodwin is a substantial shareholder of the Company however, Mr Goodwin does not intend to participate in the Public Offer and, at Admission, Mr Goodwin will be diluted and will no longer be a substantial shareholder of the Company.

Based on the information known as at the Prospectus Date, and assuming the Minimum Subscription is achieved, it is anticipated that RCF will be the Company’s only substantial Shareholder holding 9.67% (Minimum Subscription) and 8.10% (Maximum Subscription) on Admission.

What are the fees payable to the Lead Manager?

Please refer to Sections 1.10 and 6.1 for a summary of the fees payable to Section 1.10 the Lead Manager.

Based on the information available to the Company as at the Prospectus Date regarding the Lead Manager’s intentions in relation to the Offers, Taylor Collison will have a relevant interest in the following Securities on Admission:

What are the Lead Manager’s interests in the Securities of the Company?

Section 1.10

SECURITIES	Maximum Subscription Maximum Subscription
	NUMBER % NUMBER %
Shares	Nil 0% Nil 0%
Options1	960,000 19% 1,440,000 26%

Note:

In consideration for lead manager services, the Lead Manager will be issued a minimum of 960,000 Lead Manager Options and up to 1,440,000 Lead Manager Options pursuant to the Lead Manager Offer, on the terms and conditions in Section 7.3.

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Topic Summary More Information Topic Summary More Information
WHAT ARE THE OFFER DETAILS WHAT ARE THE OFFER DETAILS
What is the Public Offer? The Public Offer is for an initial public offering of 24 million Shares by the Sections 1.1 and 1.3 What are the conditions of The Offers under this Prospectus are conditional upon the following events Section 1.6
Company at an issue price of $0.25 each to raise up to $6 million (before the Offers? occurring:
associated costs).
(a) the Company raising the Minimum Subscription under the Public Offer
What is the Incentive This Prospectus includes a separate offer of 4,100,000 Options to Incentive Section 1.2 (refer to Section 1.4); and
Options Offer? Options Offer Participants (or their respective nominees) upon the successful (b) (b) the ASX providing the Company with a list of conditions which, once
completion of the Public Offer as part of their agreed remuneration packages satisfied, will result in ASX admitting the Company to the Official List.
under the Incentive Options Offer. The Incentive Options Offer is being
made under this Prospectus to remove the need for an additional disclosure If these conditions are not satisfied then the Offers will not proceed and the
document to be issued upon the sale or transfer of any Options, or any Company will repay all Application Monies received under the Public Offer in
Shares issued upon exercise of any Options into Shares, that are issued accordance with the Corporations Act.
under the Incentive Options Offer.
Are there any escrow Yes, there are compulsory escrow arrangements under the ASX Listing Section 1.19
What is the Lead Manager This Prospectus also includes a Lead Manager Offer of up to a minimum of Section 1.3 arrangements? Rules. None of the Shares issued pursuant to the Public Offer are expected to
Offer? 960,000 Lead Manager Options and a maximum of 1,440,000 Lead Manager be restricted securities.
Options for a nil issue price, exercisable at $0.31 each and expiring 3 years
from the date of Admission to the Lead Manager (or its nominees). As at the Prospectus Date, the Company anticipates approximately
11,900,000 Shares and 5,540,000 Options will be subject to 24 months’
The Lead Manager Options are being issued as part consideration for lead escrow from the date of Admission and approximately 5,053,000 Shares will
manager services provided to the Company in connection with the Public be subject to 12 months’ escrow from the date those Shares were issued.
Offer under the Lead Manager Mandate, which is summarised in Section 6.1.
The Company will announce to ASX full details (quantity and duration) of any
The Lead Manager Offer is being made under this Prospectus to remove the Shares required to be held in escrow.
need for an additional disclosure document to be issued upon the sale of any
What is the Offer period? An indicative timetable for the Offers is set out on page xi of this Prospectus. Indicative Timetable
Options (or any Shares issued upon exercise of any Options into Shares) that
are issued under the Lead Manager Offer.
Is the Offer underwritten None of the Offers are underwritten. Section 1.11
What is the Offer Price? $0.25 per Share. Section 1.1
ADDITIONAL INFORMATION
What is the Minimum The Public Offer is conditional on the Company raising the minimum Section 1.4
Will the Company be The Board believes that the funds raised from the Public Offer will provide the Section 1.7
Subscription amount subscription of $4 million (before costs) (Minimum Subscription). If the
under the Public Offer? Company fails to raise the Minimum Subscription within four months after adequately funded after Company with sufficient working capital to achieve its stated objectives as
completion of the Offer? detailed in Section 2.4.
the Prospectus Date, the Company will either repay the Application Monies
(without interest) to Applicants or issue a supplementary prospectus or
What rights and liabilities All Shares issued under the Public Offer will rank equally in all respects with Sections 7.1, 7.2 and 7.3
replacement prospectus and allow Applicants one month to withdraw their
attach to the Securities on existing Shares on issue.
Applications and have their Application Monies refunded to them (without
issue?
interest).
The terms and conditions of the issue of the Incentive Options and Lead
Manager Options are set out in Sections 7.2 and 7.3 respectively.
Will the Shares be quoted? Application will be made to ASX within seven days of the date of this Important Information
Prospectus for Official Quotation of the Shares the subject of the Public Offer. Section
Upon exercise of the Incentive Options and Lead Manager Options, the
resulting Shares will rank equally in all respects with existing Shares on issue.
What is the purpose of the The purpose of the Public Offer is to: Section 1.5
Offers?
The rights and liabilities attaching to the Shares are described in Section 7.1.
(a) raise the Minimum Subscription (before associated costs of the Public
Offer); Who is eligible to The Offer is open to investors with a registered address in Australia and, Section 1.13
(b) assist the Company to meet the requirements of ASX and satisfy
participate in the Offers? subject to various restrictions, investors with registered addresses in Hong
Chapters 1 and 2 of the Listing Rules, as part of the Company’s
Kong and Singapore.
application for Admission; and
(c) position the Company to seek to achieve the objectives detailed in
The Incentive Options Offer is only open to the ESIP Participants (or their
Section 2.4. respective nominees).
The Lead Manager Offer is only open to the Lead Manager (or its nominees).
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PACGOLD LIMITED

PROSPECTUS

513979009v1 120978894

Topic

Summary

More Information

WHAT ARE THE OFFER DETAILS

How do I apply for Shares Applications for Shares under the Public Offer can only be made using the Section 1.13 under the Public Offer? relevant Application Form accompanying this Prospectus. Applications under the Public Offer must be for a minimum of 8,000 Shares ($2,000) and then in increments of 2,000 Shares ($500). Payments must be made in Australian dollars and may be paid by BPAY®. No brokerage, stamp duty or other costs are payable by Applicants. What is the allocation The Directors, in conjunction with the Lead Manager, will allocate Shares Section 1.14 policy? under the Public Offer at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward (subject to any regulatory requirements). There is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the relevant Closing Date. Subject to the satisfaction of the conditions to the Offers outlined in Section 1.6, Shares under the Public Offer are expected to be allotted on the Issue Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Public Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk. When will I receive Holding statements confirming allocations under the Public Offer will be Indicative Timetable confirmation that my sent to successful Applicants as required by ASX. Holding statements are Section and Section 1.17 Application has been expected to be issued to Shareholders on or about Monday, 28 June 2021. successful? What is the Company’s The Company does not expect to pay dividends in the near future as its focus Section 2.6 dividend policy? will primarily be on exploration of the Project and future acquisitions. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings, operating results and the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking creditsattaching to dividends can be given by the Company. How can I find out more This Prospectus provides information for potential investors in the Company Section 1.25 about the Prospectus or and should be read in its entirety. If, after reading this Prospectus, you have the Public Offer? any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser. Questions relating to the Public Offer and the completion of an Application Form can be directed to the Share Registry on 1300 040 682 (within Australia) and +61 3 9415 4036 (outside Australia) between Monday to Friday from 8.30am to 5.00pm (AEST).

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PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

1 Details of the Offers

1.5 Purpose of the Public Offer

The purpose of the Public Offer is to:

(a) raise the Minimum Subscription (before associated costs of the Public Offer);

1.1 Public Offer

This Prospectus relates to an initial public offering of up to 24 million Shares by the Company at an issue price of $0.25 each to raise up to $6 million (before associated costs) ( Public Offer ). The Public Offer is subject to a minimum subscription of $4 million (before costs) (refer to Section 1.4 for further details).

The Shares to be issued pursuant to the Public Offer are of the same class and will rank equally with the existing Shares on issue. The rights and liabilities attaching to the Shares are further described in Section 7.1.

Taylor Collison Limited has been appointed as Lead Manager to the Public Offer on the terms and conditions summarised in Section 6.1. Applications for Shares under the Public Offer must be made on the Application Form accompanying this Prospectus and received by the Company on or before the Closing Date.

Further details and instructions on how to apply for Shares, and the allocation of Shares, under the Public Offer are set out in Sections 1.13 and 1.14 respectively.

1.2 Incentive Options Offer

The Company has agreed to issue 4,100,000 Options ( Incentive Options ) to the Incentive Options Offer Participants (or their respective nominees) under the Incentive Options Offer upon completion of the Public Offer.

The terms and conditions of the Incentive Options are described in Section 7.2. If the Incentive Options are exercised, the resultant Shares will be of the same class and will rank equally in all respects with the existing Shares in the Company. The rights and liabilities attaching to the Shares are further described in Section 7.1.

Only the Incentive Options Offer Participants (or their respective nominees) may accept the Incentive Options Offer. The Incentive Options Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale or transfer of any Options, or any Shares issued upon exercise of any Options into Shares, that are issued under the Incentive Options Offer.

A personalised Application Form will be issued to the Incentive Options Offer Participants together with a copy of this Prospectus. No application monies are payable under the Incentive Options Offer.

1.3 Lead Manager Offer

Pursuant to the Lead Manager Mandate, the Company will issue the Lead Manager (or its nominees) a minimum of 960,000 and up to a maximum of 1,440,000 Lead Manager Options for nil issue price, exercisable at $0.31 each and expiring on the date that is 3 years from the date of Admission and otherwise on the terms set out in Section 7.3. The Lead Manager Options will not be quoted however the resulting Shares issued upon exercise of those Options will be quoted.

The Lead Manager Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Options (or any Shares issued upon exercise of any Options into Shares) that are issued under the Lead Manager Offer.

The Shares issued upon exercise of the Lead Manager Options will be of the same class and will rank equally with the existing Shares on issue. Refer to Section 7.1 for a summary of the rights and liabilities attaching to the Shares.

Only the Lead Manager or its nominees may accept the Lead Manager Offer. A personalised Application Form will be issued to the Lead Manager or nominees together with a copy of this Prospectus.

1.4 Minimum Subscription

The minimum subscription under the Public Offer is $4 million (being 16 million Shares) ( Minimum Subscription ).

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

(b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company’s application for Admission; and
(c) position the Company to seek to achieve the objectives detailed in Section 2.4.

1.6 Conditional Offers

The Offers under this Prospectus are conditional upon the following events occurring:

(a) the Company raising the Minimum Subscription under the Public Offer (refer to Section 1.4); and
(b) the ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to the Official List.

If these conditions are not satisfied then the Public Offer will not proceed and the Company will repay all Application Monies received under the Public Offer without interest, in accordance with the Corporations Act.

1.7 Proposed Use of funds

Following the Public Offer, it is anticipated that the following funds will be available to the Company:

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Minimum Subscription Maximum Subscription
Source of funds
(A$’000) (A$’000)
Existing cash reserves 700 700
Proceeds from the Public Offer 4,000 6,000
Total funds available 4,700 6,700
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Note:

Total funds available is exclusive of $650,000 restricted cash in an environmental bond. Please see Section 6.3 for further details.

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

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Minimum Subscription Maximum Subscription
Use of funds
(A$’000) % (A$’000) %
YEAR 1
Exploration expenditure [1] 1,372 54.4% 2,285 64.2%
Corporate costs [2] 611 24.2% 612 17.2%
Estimates expenses of the Public Offer [3] 541 21.4% 663 18.6%
Total – Year 1 2,524 100% 3,560 100%
YEAR 2
Exploration expenditure 1,118 65.6% 2,082 78.0%
Corporate costs [2] 586 34.4% 586 22.0%
Total – Year 2 1,704 100% 2,668 100%
Total funds allocated 4,228 - 6,228 -
Surplus working capital [4] 472 472
Total 4,700 6,700
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Notes:

See Section 2.5 for further information.
Working capital includes general costs associated with the management and operation of the business including administration expenses, rent and other associated costs. Working capital also includes surplus funds.
Expenses paid or payable by the Company in relation to the Offers is set out in Section 7.8.
To the extent that:
(i) the Company’s exploration activities warrant further exploration; or
(ii) the Company is presented with additional acquisition opportunities, the Company’s working capital will fund such further exploration and acquisition costs.

The above table is a statement of current intentions as at the Prospectus Date. Investors should note that, as with any budget, the allocation of funds set out in the above tables may change depending on a number of factors, including market conditions, the development of new opportunities and/or any number of other factors (including the risk factors outlined in Section 3). Actual expenditure levels may differ significantly from the above estimates depending on the level of exploration success. The Board believes that the funds raised from the Public Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.

The use of further equity funding may be considered by the Board where it is appropriate to accelerate a specific project or strategy.

Lead Manager’s interests in the Offers

1.10

Taylor Collison Limited ( Lead Manager ) is lead manager to the Company in respect of the Public Offer. The Lead Manager is party to the Lead Manager Mandate that is summarised in Section 6.1.

(a) Fees paid or payable to Lead Manager

Pursuant to the Lead Manager Mandate, the Company will pay the following fees to the Lead Manager in connection with the Public Offer:

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Minimum Maximum
Fees Amount
Subscription Subscription
Management Fee [1] 1% of funds raised $40,000 $60,000
Capital Raising Fee [2] (payable) 5% of funds raised Up to $200,000 Up to $300,000
Total - $240,000 $360,000
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Notes:

A management fee of 1% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the IPO

1.8

Based on the intended use of funds detailed above, the amounts raised pursuant to the Public Offer will provide the Company sufficient funding for approximately 2 years’ operations. As the Company has no operating revenue, the Company will require further financing in the future. See Section 3.1(b) for further details about the risks associated with the Company’s future capital requirements.

No Forecast Financial Information

The Directors have considered the matters detailed in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

The Directors consequently believe that, given these inherent uncertainties, it is not possible to include reliable forecasts in this Prospectus.

A capital raising fee of 5% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the IPO.

The Company has also agreed to issue the Lead Manager (or its nominees) Lead Manager Options equal to 6% of the aggregate number of Shares placed under the Public Offer, exercisable at $0.31 each within 3 years of Admission on the terms and conditions set out in Section 7.3.

(b) Lead Manager’s interests in Securities

As at the Prospectus Date, the Lead Manager (and its associates) does not have a relevant interest in the Company’s Shares.

Based on the information available to the Company as at the Prospectus Date regarding the Lead Manager’s intentions in relation to the Public Offer, and assuming:

(i) only the Minimum Subscription is achieved under the Public Offer; and
(ii) neither the Lead Manager nor its associates take up Shares under the Public Offer,

Refer to Section 2.5 for further information in respect to the Company’s proposed activities.

the Lead Manager and its associates will not hold any Shares and will hold 960,000 Lead Manager Options at Admission.

1.9 Capital Structure

(c) Lead Manager’s participation in previous placements

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Minimum Subscription Maximum Subscription
Securities % Securities %
Existing Shares on issue [1,2] 25,366,250 61.3% 25,366,250 51.4%
Shares offered under the Public Offer 16,000,000 38.7% 24,000,000 48.6%
Total Shares on issue at Admission 41,366,250 100% 49,366,250 100%
Existing Options on issue Nil - Nil -
Incentive Options offered under the Incentive Options
4,100,000 81% 4,100,000 74%
Offer [3]
Lead Manager Options offered under the Lead Manager
960,000 19% 1,440,000 26%
Offer [4]
Total Options on issue at Admission 5,060,000 100% 5,540,000 100%
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The Lead Manager has not participated in a placement of Securities by the Company in the 2 years preceding lodgement of this Prospectus.

1.11 Underwriting

The Offers are not underwritten.

1.12 Subscription Agreement

The Company has entered into a subscription agreement with RCF Opportunities Fund L.P ( RCF ) pursuant to which RCF has agreed to subscribe for a total of 4,000,000 Shares under the Public Offer representing a $1,000,000 investment in the Company.

Please refer to Section 6.9 for a summary of the material terms of the subscription agreement.

1.13 Applications

(a) General

Notes:

See Sections 4.6 (Interests of Directors and senior management) and 7.5 (substantial Shareholders) for further details relating to the Company’s current capital structure.

Applications for Shares under the Public Offer can be made using the Application Form accompanying this Prospectus or otherwise provided by the Company. The Application Form must be completed in accordance with the instructions set out on the form.

See Section 7.1 for the terms of the Shares.
See Section 7.2 for the terms of issue of the Incentive Options.

No brokerage, stamp duty or other costs are payable by Applicants. All Application Monies will be paid into a trust account.

See Section 7.3 for the terms of issue of the Lead Manager Options.

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For further information on how to complete the Application Form, Applicants should refer to the instructions set out on the form.

1.14 Allocation and issue of Shares

The Directors, in consultation with the Lead Manager, will allocate Shares with a view to ensuring an appropriate Shareholder base for the Company going forward. The allocation of Shares will be influenced by the following factors:

(b) Submit an online Application Form and pay with BPAY®

For online applications, investors can apply online with payment made electronically via BPAY®. Investors applying online will be directed to use an online Application Form and will be given a BPAY® biller code and a customer reference number ( CRN ) unique to the online Application once the online Application Form has been completed.

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

BPAY® payments must be made from an Australian dollar account of an Australian institution. Using BPAY® details, Applicants must:

(i) access their participating BPAY® Australian financial institution either via telephone or internet banking;
(ii) select to use BPAY® and follow the prompts to enter the biller code and unique CRN that corresponds to the online Application Form;

Other than RCF who has entered into a subscription agreement with the Company (refer to Section 1.12), there is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the Closing Date.

(iii) enter the amount to be paid which corresponds to the value of Shares under the online Application Form;
(iv) select which account payment is to be made from;
(v) schedule the payment to occur on the same day that the online Application Form is completed. Applications without payment will not be accepted; and

Subject to the matters in Section 1.6, Shares under the Public Offer are expected to be allotted on the Issue Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Public Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

(vi) record and retain the BPAY® receipt number and date paid.

1.15 Overseas Applicants

Applicants should confirm with their Australian financial institution whether there are any limits on the Applicant’s account that may limit the amount of any BPAY® payment and the cut off time for the BPAY® payment.

Investors can apply online by following the instructions at [insert] and completing a BPAY® payment. If payment is not made via BPAY®, the Application will be incomplete and will not be accepted. The online Application Form and BPAY® payment must be completed and received by no later than the Closing Date.

The Company accepts no responsibility for any failure to receive Application Monies by BPAY® before the Closing Date arising as a result of, among other things, processing of payments by financial institutions.

(c) Public Offer

The Public Offer is open to the general public in Australia and subject to the provisions outlined in Section 1.15, certain eligible investors in Hong Kong and Singapore.

Applications under the Public Offer must be for a minimum of 8,000 Shares ($2,000) and then in increments of 2,000 Shares ($500). Payments must be made in Australian dollars and may be paid by BPAY®. No brokerage, stamp duty or other costs are payable by Applicants. Persons wishing to apply for Shares should refer to Section 1.13(a) and the relevant Application Form for further details and instructions.

(d) Incentive Options Offer

Only the Incentive Options Offer Participants (or their respective nominees) may accept the Incentive Options Offer. A personalised application form in relation to the Incentive Options Offer will be issued to the Incentive Options Offer Participants together with a copy of this Prospectus.

No monies are payable for the Incentive Options under the Incentive Options Offer.

(e) Lead Manager Offer

Only the Lead Manager (and/or its nominees) may accept the Lead Manager Offer.

A personalised Application Form in relation to the Lead Manager Offer will be provided to Lead Manager, together with a copy of this Prospectus. The Lead Manager will be separately advised of the application procedures for the Lead Manager Offer.

(a) International offer restrictions

This Prospectus does not constitute an offer of Securities in any jurisdiction in which it would be unlawful. In particular, this Prospectus may not be distributed to any person, and the Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such law and that all necessary approvals and consents have been obtained.

(b) Hong Kong

This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong ( SFO ). No action has been taken in Hong Kong to authorise or register this Prospectus or to permit the distribution of this Prospectus or any documents issued in connection with it. Accordingly, the Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such Securities.

The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Public Offer. If you are in doubt about any contents of this Prospectus, you should obtain independent professional advice.

(c) Singapore

This document and any other materials relating to the Securities have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Securities, may not be issued, circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore ( SFA ), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

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This document has been given to you on the basis that you are (i) an “institutional investor” (as defined in the SFA) or (ii) an “accredited investor” (as defined in the SFA). If you are not an investor falling within one of these categories, please return this Prospectus immediately. You may not forward or circulate this Prospectus to any other person in Singapore.

Any offer is not made to you with a view to the Securities being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

1.19 Escrow Arrangements

ASX will classify certain existing Shares on issue in the Company (as opposed to those to be issued under this Prospectus) as being subject to the restricted securities provisions of the Listing Rules. Classified Shares would be required to be held in escrow for up to 24 months and would not be able to be sold, mortgaged, pledged, assigned or transferred for that period without the prior approval of ASX. During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner.

None of the Shares issued pursuant to the Public Offer are expected to be restricted securities.

1.16 Application Monies for Public Offer

Application Monies will be held in trust in a special purpose account until Shares are issued or transferred to successful Applicants.

Applicants whose Applications are not accepted, or who are allocated a lesser dollar amount of Shares than the amount applied for, will be mailed (or otherwise in the Company’s discretion provided with) a refund (without interest) of all or part of their Application Monies, as applicable.

No refunds pursuant solely to rounding will be provided. Interest will not be paid on any monies refunded and any interest earned on Application Monies pending the allocation or refund will be retained by the Company.

It is your responsibility to ensure that your BPAY® payment or electronic funds transfer payment is received by the Share Registry by no later than 5.00pm (AEST) on the Closing Date. You should be aware that your financial institution may implement earlier cut off times with regard to electronic payment, and you should therefore take this into consideration when making payment.

1.17 CHESS and Issuer Sponsorship

The Company will apply to participate in CHESS. All trading on the ASX will be settled through CHESS ASX Settlement, a whollyowned subsidiary of the ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. On behalf of the Company, the Share Registry will operate an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up the Company’s principal register of securities.

Under CHESS, the Company will not issue certificates to Shareholders. Rather, holding statements (similar to bank statements) will be sent to Shareholders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for Shareholders who elect to hold Shares on the CHESS sub-register) or by the Company’s Share Registry (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register). The statements will set out the number of existing Shares (where applicable) and the number of new Shares allotted under this Prospectus and provide details of a Shareholder’s holder identification number (for Shareholders who elect to hold Shares on the CHESS sub-register) or Shareholder reference number (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register).

Updated holding statements will also be sent to each Shareholder at the end of each month in which there is a transaction on their holding, as required by the Listing Rules.

The Company anticipates that upon Admission approximately 16,953,000 Shares will be classified as restricted securities by ASX, which:

(a) based on the Minimum Subscription, comprises approximately 41% of the issued share capital on an undiluted basis, and approximately 36.5% on a fully diluted basis (assuming all Options are issued and exercised and that no other Shares are issued); and
(b) based on the Maximum Subscription, comprises approximately 34.3% of the issued share capital on an undiluted basis, and approximately 30.9% on a fully diluted basis (assuming all Options are issued and exercised and that no other Shares are issued).

Prior to the Company’s Shares being admitted to quotation on the ASX, the Company will enter into restriction deeds with certain recipients of the restricted securities in accordance with Chapter 9 of the Listing Rules. The Company will announce to ASX full details (quantity and duration) of any Shares required to be held in escrow.

As at the Prospectus Date, the Company expects approximately 11,900,000 Shares and 5,540,000 Options will be subject to 24 months’ escrow from the date of Admission and approximately 5,053,000 Shares will be subject to 12 months’ escrow from the date the Shares were issued.

The Company’s free float at the time of Admission will not be less than 20%.

Taxation Implications

1.20

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Shares.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Shares.

1.21 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Public Offer in which case the Company will return all Application Monies (without interest) within 28 days of giving notice of their withdrawal.

1.22 Risks

1.18 ASX Listing and Official Quotation

Within seven days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and for the Shares, including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as restricted securities). The Company does not intend to apply for quotation of any of the Incentive Options or Lead Manager Options on the ASX.

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

Prospective investors should be aware that an investment in the Company should be considered highly speculative and involves a number of risks inherent in the various business segments of the Company. Section 3 details the key risk factors which prospective investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to invest in the Company.

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

1.23 Privacy Disclosure

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

By completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third party service providers of the foregoing ( Collecting Parties ). The Collecting Parties will collect, hold and use that information to assess your Application, service your needs as a Security holder and to facilitate distribution payments and corporate communications to you as a Security holder.

By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form ( Personal Information ) to the Collecting Parties where necessary, for any purpose in connection with the Offers, including processing your Application and complying with applicable law, the Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any applicable regulatory authority.

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If you do not provide the information required in the Application Form, the Company may not be able to accept or process your Application.

If the Public Offer is successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Security holders, including bidders for your Shares in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.

Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any public authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the Prospectus Date, the Company does not anticipate that Personal Information will be disclosed to any overseas recipient.

Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access.

The Share Registry’s complete privacy policy is available at the Share Registry’s website, www.computershare.com/au/privacy. Further details about the Share Registry’s privacy policy including how to access and correct your personal information, and information on the privacy complaints handling procedure, may also be emailed to the Privacy Officer at [email protected].

1.24 Paper Copies of Prospectus

The Company will provide paper copies of this Prospectus (including any supplementary or replacement document) and the relevant Application Form to investors upon request and free of charge. Requests for a paper copy form should be directed to the Share Registry on 1300 040 682 (within Australia) and +61 3 9415 4036 (outside Australia) between Monday to Friday from 8.30am to 5.00pm (AEST).

1.25 Enquiries

This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

Questions relating to the Public Offer and the completion of an Application Form can be directed to the Share Registry on 1300 040 682 (within Australia) and +61 3 9415 4036 (outside Australia) between Monday to Friday from 8.30am to 5.00pm (AEST).

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Figure 1: Project location map

2 Company and Project Overview

2.1 Background

The Company was incorporated on 25 September 2019 under the name ‘Alice River Resources Pty Ltd’ in Victoria as a gold exploration company. The Company converted into an unlisted public company and changed its name to ‘Pacgold Limited’ on 2 December 2020.

In December 2020, the Company acquired 100% of the Alice River Project located in Queensland (Project), further details of which are outlined in Section 6.4.

The Company’s Board comprises Ms Cathy Moises (Non-Executive Chair), Mr Tony Schreck (Managing Director) and Messrs Shane Goodwin and Michael Pitt (Non-Executive Directors). The Chief Financial Officer is Ms Suzanne Yeates and the Company Secretary is Ms Catherine Garde. Further information about the Board and its officers are set out in Section 4.

2.2 Corporate Structure

At Admission, the Company’s corporate structure will comprise only one entity, being the Company.

2.3 Overview of the Project

(a) Tenements

The Project consists of 13 tenements (eight mining leases and five exploration permits) ( Tenements ) with an area of 377 km[2] , located approximately 400 km northwest of Cairns, at the northern end of the Northeast Queensland Mineral Province, comprising the tenement interests set out in Schedule 3.

The Tenements are 100% legally and beneficially owned by the Company. Details of the Tenements, which are considered to be prospective for gold, are set out below:

==> picture [539 x 331] intentionally omitted <==

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

Application / Registered
Licence No. Area Status Expiry date
grant date holder
EPM 14313 10 s/b Granted 13-07-2005 12-07-2024 Company (100%)
EPM 15359 15 s/b Granted 24-05-2007 23-05-2025 Company (100%)
EPM 15360 8 s/b Granted 23-08-2007 22-08-2025 Company (100%)
EPM 16301 6 s/b Granted 14-10-2008 13-10-2021 Company (100%)
EPM 26266 75 s/b Granted 08-05-2017 07-05-2022 Company (100%)
ML 2901 2.88 ha Granted 29-04-1982 30-04-2024 Company (100%)
ML 2902 2.88 ha Granted 29-04-1982 30-04-2024 Company (100%)
ML 2907 2.058 ha Granted 03-06-1982 30-06-2024 Company (100%)
ML 2908 4.034 ha Granted 03-06-1982 30-06-2024 Company (100%)
ML 2957 1.6 ha Granted 07-03-1985 31-03-2027 Company (100%)
ML 2958 11.43 ha Granted 10-04-1986 30-06-2024 Company (100%)
ML 3010 29.52 ha Granted 25-01-1990 30-06-2024 Company (100%)
ML 3011 4.4 ha Granted 01-10-1987 30-06-2024 Company (100%)
----- End of picture text -----

==> picture [524 x 685] intentionally omitted <==

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

Horn Island
(0.5Moz)
LEGEND
ALICE RIVER
GOLD PROJECT
Palmer River
(2Moz)
Red Dome/Mungana
(2Moz)
Croydon
(1Moz)
Kidston
(5Moz)
Georgetown
(0.5Moz)
Charters Towers
(10Moz) Ravenswood
(10Moz)
Mt Leyshon
(5Moz)
Mt Wright
Pajingo (1Moz)
(5Moz)
----- End of picture text -----

A comprehensive summary of regional and local geology, historical mining and historical exploration pertaining to the Tenements is contained in the Independent Geologist Report in Schedule 3. A comprehensive summary of the status of the Tenements can be found in the Solicitors’ Report on Mining Tenements in Schedule 2.

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(iv) Prospectivity and work plan

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(b) Alice River Gold Project

(i) Location and access

The Project is situated within the Northeast Queensland Mineral Province which contains several multi Moz gold deposits to the south e.g., Charters Towers, Pajingo, Kidston, and Ravenswood.

The Project is located approximately 400 km northwest of Cairns and 130 km west of Laura in north Queensland. Access is via sealed roads to Laura, then approximately 150 km of high quality unsealed roads to the west of Laura. On site, there is an exploration camp, minor infrastructure remaining from previous mining, and a nearby serviced airstrip suitable for small aircraft.

(ii) Geology

Gold mineralisation is associated with the Alice River Shear Zone which extends over more than 30km within the Project and is mostly concealed by shallow sand cover. The gold is generally hosted in quartz veins and minor quartz breccias, up to 10m wide and is associated with quartz-sericite-epidote alteration zones which extend 50-70m around the mineralised veins.

(iii) Previous exploration and mining The Project is centred on the Alice River Goldfield which was discovered in 1903 and produced 93.3kg of gold to 1917.

Cyprus Gold Australia completed the majority of drilling (RAB, RC, DD) on the project in the late 1980’s targeting the historical goldfield. Regional geochemical and RAB drilling was also completed.

Cyprus joint ventured the project to Beckstar Pty Ltd (subsidiary of Goldminco) who recovered 30,330 Oz Au at 5.6g/t Au from shallow open pit mining of the AQ prospect (formerly named Alice Queen). Between 1991 and 1998 additional drilling and trenching was completed on several prospects. Beckstar mined alluvial and colluvial gold ores between 1999 and 2001 and recovered 2,750 oz Au with production ceasing due to several issues including very low historical gold prices.

Tinpitch Pty Ltd (ACN 096 734 306) ( Tinpitch ) acquired the Project in 2001 and completed limited exploration and joint ventured the project to Spitfire Materials Limited in 2017 who completed RC drilling before withdrawing from the joint venture to focus on their gold projects in Western Australia.

High-grade gold was intersected in previous shallow drilling at the Central and Southern targets (refer to Figure 4 below) with results including:

Central Target

5m @ 67.3g/t Au from 43m (ARD2)
16m @ 6.8g/t Au from 30m, inc. 4m @ 11.2g/t Au from 30m and 4m @ 14.9g/t Au from 38m (ARRC-70)

Southern Target

8m @ 55.9g/t Au from 18m, inc. 4m @ 111g/t Au from 18m (ARRC-33)
4m @ 22.7g/t Au from 32m (ARRC-45)

The Project is centred on the historical Alice River Goldfield, with high-grade gold intersected in previous drilling across several prospects on the Project.

Gold has been intersected in historical regional scout drilling along the 30km-long Alice River Shear Zone with Pacgold’s initial focus on three priority targets covering 7km of the gold bearing shear zone (see Figures 2 and 3 below):

(A) Central Target – Strong geophysical targets along strike from open pit mine and down-plunge extensions to highgrade gold mineralisation. First phase drilling of 2,000m RC + 200m DD is planned.
(B) Southern Target – Broad untested gold surface geochemical anomalies 1.7km x 200m. First phase drilling of 1,500m RC is planned.
(C) Northern Target – 2km-long interpreted vein system under shallow cover; not previously recognised. First phase drilling of 500m RC is planned.

Please refer to the proposed work program and budget in section 9 of the Independent Geologist Report in Schedule 3.

Figure 4: Priority exploration focus with targets and significant drillhole intersections

Figure 3: Alice River Gold Project showing the main gold targets

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==> picture [209 x 412] intentionally omitted <==

18m @ 4.6g/t Au from 16m inc 8m @ 8.4g/t Au from 26m (ARAT-158)

A summary of significant drillhole intersections is presented in the Independent Geologist Report in Table 7-3 and all significant drillhole intersections are presented in Appendix 3 of the Independent Geologist Report in Schedule 3. Further details of previous work on the Project is set out in sections 7 and 8 of the Independent Geologist Report in Schedule 3.

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2.4 Business strategy/objectives of the Company

Following Admission, the Company’s primary focus will be on the Project and specifically, the targets which have been generated along the gold-bearing Alice River Shear Zone. The objective of the initial phase of drilling is to test new targets along strike and down plunge from previous gold drill intersections which have potential to lead toward a significant discovery or step change value addition to the Project.

The Company’s investment strategy is to explore and develop its existing Tenements and to leverage its exploration and corporate skills to maximise the value of the Project for the Shareholders.

Further details of these programs are set out in Section 2.5 below.

2.5 Proposed Exploration Budgets

The Company proposes to fund its intended activities as outlined in the tables below from the proceeds of the Public Offer. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration undertaken. This will involve an ongoing assessment of the Company’s Project and may lead to increased or decreased levels of expenditure on the Project. Subject to the above, the following budget takes into account the proposed expenses over the next 2 years following Admission on a Minimum Subscription and Maximum Subscription basis.

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

Minimum Subscription Maximum Subscription
Year 1 Year 2 Total Year 1 Year 2 Total
Expenditure
($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
Geophysics 130 Nil 130 200 100 300
Tenement fees 220 220 440 220 220 440
Mapping and geochemistry 26 Nil 26 26 Nil 26
Stakeholder and Environmental 50 50 100 60 60 120
Metallurgical and Mining Studies 16 24 40 18 32 50
Drilling 930 824 1,754 1,761 1,670 3,431
Total 1,372 1,118 2,490 2,285 2,082 4,367
----- End of picture text -----

Dividend Policy

2.6

The Company does not expect to pay dividends in the near future as its focus will primarily be on growing the existing businesses.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances are given in relation to the payment of dividends, or that any dividends may attach franking credits.

3 Risk Factors

As with any share investment, there are risks involved. This Section identifies the major areas of risk associated with an investment in the Company, however, should not be taken as an exhaustive list of the potential risk factors to which the Company and its Shareholders are exposed. Potential investors should read the entire Prospectus and consult their professional advisers before deciding whether to apply for Shares.

Any investment in the Company under this Prospectus should be considered highly speculative.

3.1 Risks specific to the Company

(a) Limited operating history

The Company was incorporated on 25 September 2019 and therefore has limited operational and financial history on which to evaluate its business and prospects.

The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the Project. Until the Company is able to realise value from the Project, it is likely to incur operational losses.

(b) Future capital requirements

The Company has no operating revenue and is unlikely to generate any operating revenue unless and until its Project, or future projects, are successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Public Offer should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in Section 1.7.

In order to successfully develop the Project and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Public Offer (particularly if only the Minimum Subscription is met). Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

Further, under the SPA, the Company is required to pay Tinpitch Pty Ltd (ACN 096 734 306) ( Vendor ) up to a total of $2,250,000 in deferred cash consideration, subject to the Company meeting certain milestones in relation to the definition of a JORC Code compliant resource for the Project (see Section 6.4 for a summary of these milestones). There is no guarantee that the Company will have sufficient cash reserves to pay the Vendor if and when these milestones are met and, as such, the Company may need to raise or secure financing to comply with its obligations under the SPA.

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

The Company may undertake additional offerings of Shares or securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company’s existing Shareholders will be diluted.

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(c) Title risks

Interests in exploration and mining tenements in Queensland are evidenced by the granting of licences, leases, permits or authorities.

Each of the Company’s Tenements has been granted for a specific term and carries rental, annual expenditure and reporting commitments, as well as other conditions imposed under the relevant regulation applying in Queensland. The Company could face penalties, lose title to or its interest in the Tenements, or any other tenements that may be acquired by the Company in the future, if such conditions are not met or if insufficient funds are available to meet expenditure commitments.

The Company’s Tenements allow it to carry out particular authorised activities to determine the existence, quality, and quantity of minerals on, in, or under land through various methods.

(d) New projects and potential acquisitions

The Company may pursue and assess other new business opportunities in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, and/or direct equity participation.

The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If a proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to the Project and new projects, which may result in the Company reallocating funds from the Project and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

(e) Restricted securities reducing liquidity

Subject to the Company being admitted to the Official List and as detailed in Section 1.19, certain Shares on issue prior to the Offers will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to the ASX full details (including quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX.

3.2 Mining industry risks

(a) Exploration and development risks

Potential investors should understand that mineral exploration and development are high- risk undertakings. There can be no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

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

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to the Project and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of the Project, a reduction in the cash reserves of the Company and possible relinquishment of part or all of the Project.

(b) Operating risk

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenement interests. Unless and until the Company is able to realise value from its Project, it is likely to incur ongoing operating losses.

At present the Project does not host a mineral resource or reserve estimate. Whilst the Company intends to undertake exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource. Even if a resource is identified, no assurance can be provided that this can be economically extracted. The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly through additional fieldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely affect the Company’s operations.

(f) Conflicts of interest

The Company Chair is also a director of other companies engaged in mineral exploration and development and mineral property acquisitions (see Section 4.2). Accordingly, mineral exploration opportunities or prospects of which the Chair becomes aware may not necessarily be made available to the Company in the first instance. Although the Directors have been advised of their fiduciary duties to the Company, there exists actual and potential conflicts of interest among these persons and situations could arise in which their obligations to, or interests in, other companies could detract from their efforts on behalf of the Company.

(d) Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

(i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;

(ii) developing an economic process route to produce a metal and/or concentrate; and

(iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

(e) Environmental risks

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

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

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(j) Constrained land risk

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(f) Grant, tenure and forfeiture of licences

The ability of the Company to carry out successful exploration and mining activities will depend on the ability to maintain or obtain tenure to mining titles. The maintenance or issue of any such titles must be in accordance with the laws of the relevant jurisdiction and in particular, the relevant mining legislation. Conditions imposed by such legislation must also be complied with. No guarantee can be given that tenures will be maintained or granted, or if they are maintained or granted, that the Company will be in a position to comply with all conditions that are imposed or that they will not be planted by third parties.

Although the Company has investigated title to all of its Tenements (as detailed in schedule 1 of the Solicitor’s Tenement Report), the Company cannot give any assurance that title to such Tenements will not be challenged or impugned. The Tenements may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects or native title claims.

Further, the Company’s Tenements will be subject to applications for renewal (as the case may be). The renewal or grant of the term of each Tenement is usually at the discretion of the relevant government authority. If a Tenement is not renewed, the Company may suffer significant damage through loss of the opportunity to develop and carry out exploration on that Tenement.

(g) Native title

Certain Tenements which the Company has an interest in or will in the future acquire such an interest in, currently or may relate to areas over which legitimate common law native title rights of Aboriginal Australians exist or is claimed to exist.

As described in Part C of the Solicitor’s Tenement Report at Schedule 2, EPM 14313, EPM 15360, EPM 16301 and EPM 26266 partly overlap with a restricted area, which is designated as future National and Regional Parks. In assessing a renewal application for exploration permits in these areas, the Minister may consider the public interest and the prescribed requirements of the constrained land. There is a risk that such renewals are not approved for the areas subject to the overlap and it is in the interests of the Company to submit an application for a production tenure prior to the expiry of the current term of their exploration permit.

(k) Third party tenure risks

As the Company’s rights in the Tenements may be obtained by grant by regulatory authorities or be subject to contracts with third parties, any third party may terminate or rescind the relevant agreement whether lawfully or not and, accordingly, the Company may lose its rights to exclusive use of, and access to any, or all, of the Tenements. Third parties may also default on their obligations under the contracts which may lead to termination of the contracts. Additionally, the Company may not be able to access the Tenements due to natural disasters or adverse weather conditions, political unrest, hostilities or failure to obtain the relevant approvals and consents.

(l) Royalty risk

There is a possibility that the Company may need to pay royalties on some or all minerals derived from some of the Tenements upon the commencement of production from those Tenements. As at the Prospectus Date, in addition to royalties payable to the State of Queensland, the Company has agreed to pay a royalty of 2% to RoyaltyOne on any future gold production from the Tenements, in consideration for RoyaltyOne entering into a deed poll in relation to the acquisition of the Project (for further detail, refer to Section 6.2).

There is a risk that the royalties will have an impact on the economics of progressing any proposed mining operations. However, the Company has no control over the incurrence of these costs and is unable to predict the magnitude of such costs.

(m) Gold price and demand volatility and exchange rate risks

In respect of areas where native title exists or is claimed, the ability of the Company to gain access to its Tenements (through obtaining consent of any relevant landowner), or to be granted the necessary tenure to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the Tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

The grant of any future tenure to the Company over areas that are covered by registered claims or determinations will likely require engagement with the relevant claimants or native title holders (as relevant) in accordance with the Native Title Act.

In addition, determined native title holders may seek compensation under the Native Title Act for the impact of the grant of mining tenements affecting native title rights and interests after the commencement of the Racial Discrimination Act 1975 (Cth).

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. The price of gold and base metals fluctuate and are affected by numerous factors beyond the control of the Company, such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. Future serious price declines in the market values of gold, and other minerals could cause the development of, and eventually the commercial production from, the Company’s Project and the Company’s other properties to be rendered uneconomic.

Depending on the prices of commodities, the Company could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, some of its properties. There is no assurance that, even as commercial quantities of gold and base metals are produced, a profitable market will exist for it.

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

(h) Heritage risk

As described in Part D of the Solicitor’s Tenement Report at Schedule 2, EPM 26266 and ML 2901 overlap recorded cultural heritage site points. Although these tenements overlap the cultural heritage site points, the Company will not be prevented from proceeding with the Company’s proposed work programme which is described in section 9.1 of the Independent Geologist’s Report at Schedule 3. In addition to those identified sites, there remains a risk that other Aboriginal sites may exist on the land the subject of the Tenements. The existence of such sites may preclude or limit mining activities in certain areas of the Tenements.

In addition to adversely affecting any potential future reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

(n) Competition risk

(i)

Land access risk

Land access is critical for exploration and/or exploitation to succeed. It requires both access to the mineral rights and access to the surface rights. Minerals rights may be negotiated and acquired. In all cases the acquisition of prospective exploration and mining licences is a competitive business, in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. The Company may not be successful in acquiring or obtaining the necessary licences to conduct exploration or evaluation activities outside of the Tenements.

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

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The Company’s current and future potential competitors may include entities with greater financial and other resources than the Company which, as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out refining operations and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these entities.

3.3 General risks

(a) General economic climate

Factors such as inflation, currency fluctuations, interest rates, legislative changes, political decisions and industrial disruption have an impact on operating costs. The Company’s future income, asset values and share price can be affected by these factors and, in particular, by exchange rate movements.

(o) Third party contractor risks

The Company is unable to predict the risk of insolvency or managerial failure by any of the third party contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity. The effects of such failures may have an adverse effect on the Company’s activities.

(p) Reliance on key personnel

The Company is reliant on a number of key personnel and consultants, including members of the Board. The loss of one or more of these key contributors could have an adverse impact on the business of the Company. It may be particularly difficult for the Company to attract and retain suitably qualified and experienced people given the current high demand in the industry and relatively small size of the Company, compared with other industry participants.

(q) Climate change

There are a number of climate-related factors that may affect the Company’s business. Climate change or prolonged periods of adverse weather and climatic conditions (including rising sea levels, floods, hail, drought, water, scarcity, temperature extremes, frosts, earthquakes and pestilences) may have an adverse effect on the Company’s ability to access the Project and therefore the Company’s ability to carry out services.

Changes in policy, technological innovation and consumer or investor preferences could adversely impact the Company’s business strategy, particularly in the event of a transition (which may occur in unpredictable ways) to a lower-carbon economy.

(r) Insurance

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(b) Securities investments

Applicants should be aware that there are risks associated with any securities investment. The prices at which the Company’s Shares trade may be above or below the Offer Price and may fluctuate in response to a number of factors. Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares, regardless of the Company’s operational performance.
(c) Government and legal risk
Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company’s assets, operations and ultimately the financial performance of the Company and its Shares. Such changes are likely to be beyond the control of the Company and may affect industry profitability as well as the Company’s capacity to explore and mine.

The Company is not aware of any reviews or changes that would affect its permits. However, changes in community attitudes on matters such as taxation, competition policy and environmental issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company’s development plans or its rights and obligations in respect of its permits. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company.

(d) Litigation risks

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

(e) Force majeure

(s) Unforeseen expenses

The Company’s cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties and are considered to be fit for purpose for the proposed activities of the Company. If risks and uncertainties prove to be greater than expected, or if new currently unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected.

Force majeure is a term used to refer to an event beyond the control of a party claiming that the event has occurred. Significant catastrophic events – such as war, acts of terrorism, pandemics, loss of power, cyber security breaches or global threats – or natural disasters - such as earthquakes, fire or floods or the outbreak of epidemic disease – could disrupt the Company’s operations and interrupt critical functions, or otherwise harm the business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of the Company’s products and solutions, its business, results of operations and financial condition could be harmed.

(f) Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation point of view and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for Shares under this Prospectus.

(g) Unforeseen risk

There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact on the Company, its operations and/or the valuation and performance of its Securities.

(h) Infectious diseases

The outbreak of coronavirus disease (COVID-19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets and share price.

The Company’s share price may be adversely affected by the economic uncertainty caused by COVID-19. Further measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company’s operations. It could interrupt the Company carrying out its contractual obligations, cause disruptions to supply chains or interrupt the Company’s ability to access capital.

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3.4 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

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

4 Board, Management and Corporate Governance

4.1 Board of Directors

As at the date of this Prospectus, the Board comprises:

(a) Ms Cathy Moises - Non-Executive Chair;
(b) Mr Tony Schreck – Managing Director;
(c) Mr Shane Goodwin – Non-Executive Director; and
(d) Mr Michael Pitt – Non-Executive Director.

4.2 Directors’ Profiles

The names and details of the Directors in office are:

(a) Ms Cathy Moises – Non-Executive Chair

Ms Cathy Moises has extensive knowledge and experience within the resource industry, having held senior roles for a number of the most prominent stock broking firms within Australia including McIntosh (now Merrill Lynch), County Securities (now Citigroup), Evans and Partners, where she was a partner, and most recently worked as Head of Research for Patersons Securities (now Cannacord Genuity).

Ms Moises holds a Bachelor of Science (Honours) with a major in Geology from Melbourne University, and a Diploma of Finance and Investment from the Securities Institute of Australia and currently serves as a Non-Executive Director for ASX listed companies: Arafura Resources Limited (ASX:ARU), Australian Potash Limited (ASX:APC), WA Kaolin Limited (ASX:WAK) and Podium Minerals Limited (ASX:POD).

The Board considers Ms Moises to be an independent Director as she is employed in a non-executive capacity as NonExecutive Chair.

(b) Mr Tony Schreck – Managing Director

Mr Schreck is a Geologist with 30 years’ precious and base metal exploration, management, business development and discovery experience in remote deserts to jungles located in Australia, the South-Western Pacific islands and North America with successful mid-tiers/majors including North Flinders Mines, Normandy and Newmont.

Mr Schreck has corporate and board experience from co-founding private start-up resource companies (Solomon Islands and Queensland) through to listing on the ASX and a merger with Metal Bank Limited (ASX:MBK). Mr Schreck was the former Managing Director of MBK.

Mr Schreck has a Graduate Diploma in Economic Geology, a Bachelor of Applied Science-Geology and is a member of the Australian Institute of Geoscientists and a graduate of the Australian Institute of Company Directors.

Mr Schreck is not considered to be an independent Director as he is employed in an executive capacity as Managing Director.

(c) Mr Shane Goodwin – Non-Executive Director

Mr Goodwin has 10 years’ experience in Mining Corporate Affairs and External Relations for New Century Resources Limited (ASX:NCZ) ( New Century ), MMG Limited (ASX:MMG) and Barrick Gold Corporation (TSX:ABX).

Mr Goodwin strives to improve relationships with traditional owners at Century Mine, and achieved an agreement to develop a previously unavailable ore body which had unresolved cultural heritage negotiations.

Mr Goodwin received the Australian Mining Award for Community Interaction for partnership with Waanyi-Downer Joint Venture at Century Mine and is a board member of the Aboriginal Development Benefits Trust, providing economic development opportunities to traditional owners in Gulf of Carpentaria.

The Board considers Mr Goodwin to be an independent Director as he is employed in a non-executive capacity as NonExecutive Director.

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(d) Mr Michael Pitt – Non-Executive Director

Mr Pitt is the head of development at New Century Resources Limited, playing an instrumental role in the study, refurbishment and restart of New Century’s operation from care and maintenance to global top 10 zinc producer in less than three years.

Mr Pitt has experience in financing private resource companies and public company capital raising and debt negotiations. He has held previous roles with BHP (ASX:BHP) in strategic planning and Clean TeQ (ASX:CLQ) in both project delivery and business development.

Mr Pitt has an MBA, Bachelors in Chemical Engineering and Science and a Diploma in Project Management.

The Board considers Mr Pitt to be an independent Director as he is employed in a non- executive capacity as Non-Executive Director.

4.3 Other Key Management Personnel

Other than the Directors, the Company’s other key senior management members are set out below:

Security holdings of Key Management Personnel

4.6

Key Management Personnel and their respective associated entities (as defined in the Listing Rules) have the following interests in Shares as at the Prospectus Date:

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

Key Management Personnel Shares % Shareholding [1]
Cathy Moises [2] 625,000 2.5
Tony Schreck 800,000 3.2
Shane Goodwin 1,300,000 5.1
Michael Pitt [3] 1,681,250 6.5
Catherine Garde [4] 2,012,500 7.9
Suzanne Yeates 0 0.0
----- End of picture text -----

(a) Ms Suzanne Yeates – Chief Financial Officer

Ms Yeates is a chartered accountant and is the founder and principal of Outsourced Accounting Solutions. Ms Yeates has worked with public companies for more than 20 years and provides both chief financial officer and company secretarial services to a number of public and private companies.

(b) Ms Catherine Garde – Company Secretary and General Counsel
Ms Garde is an experienced lawyer and qualified company secretary with over 12 years’ experience in the legal, risk & compliance industries.

Ms Garde’s previous roles include Deputy General Counsel at Redflex (ASX:RDF), General Manager of Compliance Programs at Toll Group, a commercial Barrister at the Western Australian Bar and a lawyer in the market integrity team at ASIC.

Ms Garde holds an MBA, Bachelor of Laws & Science (hons), Grad. Dip. of Applied Corporate Governance, and is a graduate of the Australian Institute of Company Directors.

4.4 Disclosure of Directors

No Director has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years which is relevant or material to the performance of their duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares. No Director has been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer, or within a 12 month period after they ceased to be an officer.

4.5 Interests of Directors

Except as set out in this Prospectus, no Director of the Company (or entity in which they are a partner or director) has, or has had in the two years before the date of this Prospectus, any interests in:

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

(c) the Public Offer, and

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

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

Notes:

Assuming that there are 25,366,250 Shares on issue at the Prospectus Date.
Ms Cathy Moises holds 625,000 Shares via Tooradin Park Superannuation Ltd .
Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund, holds a total of 1,650,000 Shares, however his interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares.
Ms Catherine Garde holds nil Shares, however Mr Patrick Walta (a former director) is the spouse of Ms Garde and as trustee for the FJB and Associates Trust holds 2,012,500 Shares.

Based on the intentions of the Key Management Personnel at the Prospectus Date in relation to the Public Offer and Incentive Options Offer, the Key Management Personnel and their associated entities (as defined in the Listing Rules) will have the following interests in Securities on Admission:

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% Shareholding
Incentive
Key Management Personnel Shares Minimum Minimum
Options
Subscription Subscription
300,000 Tranche 1
Cathy Moises [1] 625,000 1.5% 1.3%
300,000 Tranche 2
450,000 Tranche 1
Tony Schreck [2] 820,000 2.0% 1.7%
450,000 Tranche 2
300,000 Tranche 1
Shane Goodwin [1,6 ] 1,340,000 3.2% 2.7%
300,000 Tranche 2
300,000 Tranche 1
Michael Pitt [3] 1,881,250 4.5% 3.8%
300,000 Tranche 2
600,000 Tranche 1
Catherine Garde [1,4] 2,012,500 4.9% 4.1%
600,000 Tranche 2
Suzanne Yeates [5] 80,000 0.2% 0.2% 0
----- End of picture text -----

Notes:

Ms Cathy Moises, Mr Shane Goodwin, Ms Catherine Garde and Mr Patrick Walta do not intend to subscribe for Shares under the Public Offer.
Mr Tony Schreck intends to subscribe for approximately $5,000 under the Public Offer, being 20,000 Shares.
Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund holds a total of 1,650,000 Shares, however his interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares. Mr Michael Pitt (as trustee) intends to subscribe for $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. The figures in the table above assume Mr Michael Pitt (as trustee) applies for, and is allotted, $50,000 worth of Shares under the Public Offer (being 200,000 Shares) and Mr John Pitt does not participate in the Public Offer.

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4.7

Ms Catherine Garde will hold 600,000 Incentive Options at Admission. Mr Patrick Walta is the spouse of Ms Catherine Garde and is a related party of Ms Garde. Mr Walta is a Director of Raging Bull Group Pty Ltd, which will hold 600,000 Incentive Options at Admission. Therefore the total Incentive Options Ms Garde and her related entities will have on Admission is 1,200,000 Options.
Ms Suzanne Yeates intends to subscribe for $20,000 worth of Shares under the Public Offer (being 80,000 Shares).
Mr Shane Goodwin holds 1,300,000 Shares, however his interest has been aggregated with his father, Mr Michael Goodwin (a deemed associate under the Listing Rules), who intends to apply for 40,000 Shares (being $10,000). These figures in the table above assume Mr Michael Goodwin applies for and is allotted 40,000 Shares.

Remuneration of Directors

Ms Cathy Moises was appointed as a Director on 11 February 2021 and has entered into a non- executive director letter of appointment with the Company dated 7 April 2021, pursuant to which Ms Moises will receive remuneration of $3,000 per month excluding statutory superannuation for services provided as Non-Executive Chair of the Company commencing on and from Admission.

Mr Tony Schreck was appointed as a Director on 4 December 2020 and has entered into a consulting agreement with the Company, pursuant to which he is engaged as Managing Director of the Company and entitled to receive a monthly fee of $18,750 (excluding GST). Please refer to Section 6.7(a) for a summary of Mr Schreck’s consultancy agreement.

Messrs Shane Goodwin and Michael Pitt were both appointed as Directors on 28 August 2020 and have entered into a nonexecutive director letters of appointment with the Company dated 7 April 2021, pursuant to which Messrs Goodwin and Pitt will each receive remuneration of $3,000 per month excluding statutory superannuation for services provided as Non-Executive Directors of the Company commencing on and from Admission. Please refer to Section 6.7(b) for a summary of Messrs Goodwin and Pitt’s non-executive directors letters of appointment.

4.9 ASX Corporate Governance Council Principles and Recommendations

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

To the extent applicable, the Company has adopted the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( Recommendations ).In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the Prospectus Date (effective from the date of Admission) are detailed below. The Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website at www.pacgold.com.au.

(a) Board of Directors

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

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

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

Ms Cathy Moises and Messrs Tony Schreck, Shane Goodwin and Michael Pitt did not receive any remuneration for the year ended 30 June 2020 because they were appointed to the Board after the financial year. In addition, the Directors did not receive any remuneration for the half year ended 31 December 2020.

The Company commenced payment of Mr Tony Schreck’s monthly fee of $18,750 (excluding GST) in February 2021.

(ii) appointing and when necessary replacing the Executive Directors;
(iii) approving the appointment and when necessary replacement, of other senior executives;
(iv) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director;
(v) overseeing management’s implementation of the Company’s strategic objectives and its performance generally;
(vi) approving operating budgets and major capital expenditure;

4.8 Related Party Transactions

The Company has entered into the following related party transactions on arms’ length terms:

(a) letters of appointment with each of its Non-Executive Directors on standard terms (refer to Section 6.7(b) for details);
(b) consulting agreement with Mr Tony Schreck (see section 6.7(a) for details);
(vii) overseeing the integrity of the Company’s accounting and corporate reporting systems including the external audit;
(viii) overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s Securities;
(ix) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate; and
(x) monitoring the effectiveness of the Company’s governance practices.
(c) deeds of indemnity, insurance and access with each of its Directors and Officers on standard terms (refer to Section 6.10 for details);
(d) consultancy agreement with Raging Bull Group Pty Ltd, an entity controlled by a related party and former director, Mr Patrick Walta (refer to Section 6.5 for details);
(e) royalty deed with RoyaltyOne Pty Ltd, an entity controlled by a related party and former director, Mr Patrick Walta (refer to Section 6.2 for details);
(f) consultancy agreement with Catherine Garde trading as Garde Law, an entity controlled by Company Secretary, Ms Catherine Garde (refer to Section 6.8(a)for details); and
(g) Micromine Mining software agreement with Goldfind Exploration Pty Ltd (ACN 101 395 215), an entity controlled by Managing Director, Mr Tony Schreck (refer to Section 6.6 for details).

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

(b) Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently consists of one Executive Director and three Non-Executive Directors. As at the date of this Prospectus, Messrs Shane Goodwin and Michael Pitt are currently substantial shareholders of the Company (which indicates they will not be Independent directors because their interests may interfere with their capacity to bring an independent judgement). However, upon Admission, Messrs Goodwin and Pitt will not be substantial shareholders of the Company and the Board considers Messrs Goodwin and Pitt independent Directors at Admission. Therefore the Board will comprise of three independent Directors.

As the Company’s activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

At the date of this Prospectus, no other material transactions with related parties and Directors’ interests exist that the Directors are aware of, other than those disclosed in the Prospectus.

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(c) Identification and management of risk

The Company is committed to the identification, monitoring and management of risks associated with its business activities and has established policies in relation to the implementation of practical and effective control systems. The Company has established a Risk Management Policy, which will be made available on the Corporate Governance page of the Company’s website.

(d) Ethical standards

(i) Audit and risk

The Company will not have a separate audit or risk committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

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

(j) External audit

(e) Independent professional advice

The Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties. However if the cost of professional advice is likely to exceed $5,000, the Director shall seek authority from the Chair prior to engaging an external expert.

(f) Remuneration arrangements

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

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

Directors are also entitled to be paid reasonable travel and other expenses incurred by them in the course of the performance of their duties as Directors.

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

(k) Social media policy

The Board has adopted a social media policy to regulate the use of social media by people associated with the Company or its subsidiaries to preserve the Company’s reputation and integrity. The policy outlines requirements for compliance with confidentiality, governance, legal, privacy and regulatory parameters when using social media to conduct Company business.

(l) Whistleblower policy

The Board has adopted a whistleblower protection policy to ensure concerns regarding unacceptable conduct including breaches of the Company’s code of conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to promote responsible whistle blowing about issues where the interests of others, including the public, or of the organisation itself are at risk.

(m) Anti-bribery and anti-corruption policy

The Board reviews and approves the Company’s remuneration policy in order to ensure that the Company is able to attract and retain executives and Directors who will create value for Shareholders, having regard to the amount considered to be commensurate for an entity of the Company’s size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

(g) Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its Key Management Personnel. The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chair) must be obtained prior to trading.

The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. The Board has adopted an anti-bribery and anti-corruption policy for the purpose of setting out the responsibilities in observing and upholding the Company’s position on bribery and corruption provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.

4.10 Departures from Recommendations

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

The Company’s compliance and departures from the Recommendations will also be announced prior to Admission.

(h) Diversity policy

The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. Accordingly, the Company has set in place a diversity policy. This policy outlines the Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It includes requirements for the Board to establish measurable objectives for achieving diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them.

The Company recognises the positive advantages of a diverse workplace and is committed to:

(i) creating a working environment conducive to the appointment of well-qualified employees, Senior Management and Board candidates; and
(ii) identifying ways to promote a corporate culture which embraces diversity.

The small size of, and low turnover within, the Company’s workforce are such that it cannot realistically be expected to reflect the degree of diversity within the general population. Given those circumstances, and the current nature and scale of the Company’s activities, the Board has formally adopted a diversity policy but has determined that it is not practicable to set measurable objectives for achieving gender diversity. The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measures to improve it. The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

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5 Financial Information

5.1 Introduction

A summary of the Company’s financial information contained in this Section 5 ( Financial Information ) includes the following: (a) historical financial information being the:
(i) Statements of Profit and Loss for the year ended 30 June 2020 ( FY20 ) and the six month period ended 31December 2019 ( H1 FY20 ) and 31 December 2020 ( H1 FY21 ) ( Historical Statement of Profit and Loss );

5.2 Historical financial information

The historical financial information has been extracted from the financial statements for the financial year ended 30 June 2020 and the financial statements for 31 December 2020, including the 31 December 2019 comparable period. The 30 June 2020 financial statements were audited by BDO Audit (WA) Pty Ltd.

The 31 December 2020 financial statements (which include the financial information for 31 December 2019 for comparative purposes) have been prepared in accordance with AASB 134 Interim Financial Reporting, and have been reviewed by BDO Audit (WA) Pty Ltd in accordance with Australian Auditing Standards on Review Engagements ASRE 2410 Review of Financial Report performed by the Independent Auditor of the Company.

(ii) Statement of Financial Position as at 31 December 2020 ( Historical Statement of Financial Position ); and
(iii) Statements of Cash Flows for FY20, H1 FY20 and H1 FY21 ( Historical Statement of Cash Flows ).
(b) pro forma historical financial information being the pro forma historical Statement of Financial Position as at 31December 2020 ( Pro forma Historical Balance Sheet ), which assumes completion of the Public Offer,

(together, the Historical Financial Information ).

The financial information has been prepared by management in Australian Dollars and adopted by the Board. The Board is responsible for the inclusion of all financial information in the Prospectus.

The financial information has been prepared in accordance with the Australian Accounting Standards and the Interpretations issued by the Australian Accounting Standards Board and the Corporations Act.

The significant accounting policies are set out in Section 5.7 below. These policies have been consistently applied to the financial period presented, unless otherwise stated.

The financial information is presented in an abbreviated form insofar as it does not include the disclosures and notes required in anannual financial reported prepared in accordance with Australian Accounting Standards and the Corporations Act.

The Financial Information has been reviewed by BDO Corporate Finance (WA) Pty Ltd in accordance with the Australian Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraising and/or Prospective Financial Information.

Investors should note the scope and limitations of the Independent Limited Assurance Report contained in Schedule 1.

The Company’s financial information should be read together with:

(a) the Independent Limited Assurance Report set out in Schedule 1;
(b) management’s discussion and analysis set out in Section 5.5;
(c) the risk factors described in Section 3; and
(d) the other information contained in this Prospectus.

BDO Audit (WA) Pty Ltd, issued an unmodified audit opinion with respect to the 30 June 2020 financial statements and issued an unmodified review conclusion with respect to the 31 December 2020 financial statements. However, without qualifying its opinions and conclusions with respect to each set of financial statements, BDO Audit Pty Ltd, included an Emphasis of Matter paragraph addressing the uncertainty of ongoing viability without the receipt of funds from capital raising initiatives. With the funds received from the Public Offer through this Prospectus, the Directors are confident that the Company will have sufficient working capital to continue trading as a going concern.

Historical Statements of Profit or Loss

5.3

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FY20 H1 FY20 H1 FY20
$ $ $
Continuing operations
Other income - - 3
- - 3
Expenses
- -
Share based payments expense (15,000)
- -
Legal fees (7,462)
- -
Financing costs (11,699)
-
General and administrative expense (3,745) (7,661)
Loss before income tax (3,745) - (41,819)
- - -
Tax expense
-
Loss for the year (3,745) (41,819)
----- End of picture text -----

Note:

Past performance is not a guide to future performance.

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5.4 Historical Statements of Cash Flow

(c) Statement of Cash Flows

(i) Cash flow from operating activities

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FY20 H1 FY20 H1 FY20
$ $ $
Cash flows from operating activities
- - -
Receipts from customers
-
Payments to suppliers and employees (100) (26,534)
Interest received - - 3
-
Net cash used in operating activities (100) (26,531)
Cash flows from investing activities
-
Payments for exploration assets (188,092) (67,852)
-
Payments for security deposits (1,000) (15,000)
-
Net cash used in investing activities (189,092) (82,852)
Cash flows from financing activities
Proceeds from share issues 207,405 - 1,888,796
Share issue transaction costs - - (59,342)
-
207,405 1,829,454
Net increase in cash held 18,213 - 1,720,071
- -
Cash and cash equivalents at the beginning of the financial year 18,213
-
Cash and cash equivalents at the end of the financial year 18,213 1,738,284
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5.5 Management’s Discussion and Analysis of the Historical Financial Information

(a) General factors affecting the operating results of the Company

Cash flows from operating activities are payments for legal fees, general and administrative expenditure incurred during the period.
(ii) Cash flow from investing activities
Expenditure incurred on the Company’s Project has been capitalised as exploration expenditure, and disclosed as cash flows from investing activities, in accordance with the Company’s accounting policy.
(iii) Cash flow from financing activities
The issue of a total of 8,000,000 Shares at $0.01 each, 6,840,000 Shares at $0.05 each and 10,526,250 Shares at $0.16 each to sophisticated investors.

5.6 Pro Forma Historical Financial Information

The Pro forma Historical Financial Information provided in this Prospectus comprises of the Pro forma Statement of Financial Position as at 31 December 2020 as set out in the table below showing the impact of the Public Offer and the associated impacts as if they had occurred at 31 December 2020.

The Pro forma Historical Financial Information has been derived from the reviewed Statement of Financial Position as at 31 December 2020 adjusted for the following transactions as if they had occurred at 31 December 2020 (pro-forma transactions):

(a) The issue of a minimum of 16,000,000 Shares and a maximum of 24,000,000 Shares at an issue price of $0.25 per Share to raise between $4,000,000 and $6,000,000 cash before expenses of the Public Offer. All Shares issued pursuant to this Prospectus will be issued as fully paid.
(b) Total cash costs expected to be incurred in connection with the preparation of the Prospectus and ASX listing of Shares are between $541,000 (minimum) and $663,000 (maximum) and non-cash costs (Lead Manager Options) are estimated between $134,000 (minimum) and $202,000 (maximum). Of these share issue costs it is estimated that between $491,000 (minimum) and $709,000 (maximum) will be classified as share issue costs in equity, relating to the issue of new Shares. The remaining costs of $184,000 (minimum) or $156,000 (maximum) will be charged to profit or loss, relating to the listing of existing Shares. The options were valued using the Black Scholes model with key inputs of and underlying share price of 25 cents and volatility of 100% the resulting value was 14 cents per Option.
(c) The Company has agreed to issue 4,100,000 Incentive Options to the Incentive Options Offer Participants (or their respective nominees) under the Incentive Options Offer upon completion of the Public Offer. The terms and conditions of the Incentive Options are described in Section 7.2. If the Incentive Options are exercised, the resultant Shares will be of the same class and will rank equally in all respects with the existing Shares in the Company.

Options have been valued using the Black Scholes model with the key inputs being the underlying share price of 25c and volatility of 100%. The resulting values are 15.7 cents per Option for the four year Options (Tranche 1) and 18.1 cents per option for the six year Options (Tranche 2).

  - (d) Since 31 December 2020, payment of $646,909 Financial Provision Surety to the Queensland Government that was included in trade creditors as at 31 December 2020.

  - (e) Since 31 December 2020, payment of $182,088 for annual environmental authority fees.

Section 5.5 sets out a discussion of the key factors which affected the Company’s operating and financial performance during FY20, H1 FY20 and H1 FY21. The discussion of these factors is intended to provide a brief summary only and does not detail all the factors that affected the Company’s historical financial performance, or may affect the Company’s future financial performance.
(b) Statement of Profit and Loss
Expenditure incurred in FY20 included company formation costs and audit fee expenses (included in accounts payable as at 31 December 2020).

Expenditure incurred in H1 FY21 included a share-based payment of $15,000 to a related party, Mr Shane Goodwin, being the issue of 300,000 Shares at $0.05 per Share, as consideration for consulting services carried out in the half year. Legal fees incurred in H1 FY21 relate to the tenement and company matters. Financing costs of $11,699 relate to the unwinding of the discount booked on recognition of the provision for rehabilitation.

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Pro Forma Statement of Financial Position

Note:

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Reviewed Impact of Public Pro Forma
31 December 2020 Offer 31 December 2020
Minimum Maximum Minimum Maximum
$ $ $ $ $
Current assets
Cash and cash equivalents 1,738,284 2,635,003 4,513,003 4,373,287 6,251,287
Other receivables
15,900 (5,000) (5,000) 10,900 10,900
Total current assets 1,754,184 2,630,003 4,508,003 4,384,187 6,262,187
Non-current assets
Exploration and evaluation assets 1,030,358 182,088 182,088 1,212,446 1,212,446
- -
Security deposits 662,909 662,909 662,909
Total non-current assets 1,693,267 182,088 182,088 1,875,355 1,875,355
Total assets 3,447,451 2,812,091 4,690,091 6,259,542 8,137,542
Current liabilities
Trade and other payables 760,420 (646,909) (646,909) 113,511 113,511
Total current liabilities 760,420 (646,909) (646,909) 113,511 113,511
Non-current liabilities
Provisions 680,736 - - 680,736 680,736
Total non-current liabilities 680,736 - - 680,736 680,736
Total liabilities 1,441,156 (646,909) (646,909) 794,247 794,247
Net assets 2,006,295 3,459,000 5,337,000 5,465,295 7,343,295
Equity
Issued capital 2,051,859 3,509,000 5,291,000 5,560,859 7,342,859
Reserves - 826,900 894,900 826,900 894,900
Accumulated losses (45,564) (876,900) (848,900) (922,464) (894,464)
Total equity 2,006,295 3,459,000 5,337,000 5,465,295 7,343,295
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Impact of the Public Offer: As a consequence of the Public Offer, issued capital is expected to increase by between $3.51 million (minimum) and $5.29 million (maximum) through the issue of new Shares in relation to the Public Offer of between $4 million (minimum) and $6 million (maximum) less the costs of the Public Offer (total $491,000 (minimum) $709,000 (maximum)) that are offset against equity. Costs of the Public Offer include Lead Manager Options (representing 6% of total shares issued under the Public Offer) over Shares that have been valued at between $134,000 (minimum) and 202,000 (maximum). The costs of the Public Offer are estimated at $184,000 (minimum) and $865,000 (maximum), with the remaining $184,000 (minimum) and $156,000 (maximum) of costs which relate to existing equity to be expensed. In addition to the Impacts of the Offers set out above, adjustment has been made for post 31 December events being, the payment of $646,909 in relation to security deposits which were previously recognised as a creditor and the payment of $182,088 for maintaining the Company’s EA which has been capitalised as an exploration and evaluation asset.

The Company has a cash burn of approximately $47,000 per month (excluding the material items adjusted for above) for the period post 31 December 2020.

5.7 Notes to and forming part of the Financial Information

The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial information. The accounting policies have been consistently applied unless otherwise stated. The financial information is in compliance with the recognition and measurement requirements of Australian Accounting Standards and the Corporations Act.

(a) Basis of Preparation
(i) Going concern
- The financial information has been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The Company achieved a net loss of $41,819 and net operating cash outflows of $26,531 for the half year ended 31 December 2020. As such, the Company’s ability to continue to adopt the going concern assumption will depend upon a number of matters including the successful closure of its initial public offering.
(ii) Reporting basis and conventions
- The financial information has been prepared on an accruals basis and is based on historical costs, except for certain financial instruments measured at fair value.

(b) Accounting Policies

(i) Income tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

(A) when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
(B) when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

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(ii) Revenue

(A) Interest

Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(B) Other income

Other income is recognised when it is received or when the right to receive payment is established.

(iii) Current and non-current classification

Assets and liabilities are presented in the balance sheet based on current and non-current classification.

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

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

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

(vii) Trade and other payables

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

(viii) Provisions

Provision for rehabilitation is recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

(ix) Issued capital

Ordinary shares are classified as equity.

Deferred tax assets and liabilities are always classified as non-current.

(iv) Cash and cash equivalents

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

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

(v) Trade and other receivables

Trade receivables include amounts due from customers for goods sold and services performed in the ordinary course of business and the Company has unconditional rights to payment. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets.

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. The Company has applied the simplified approach to measuring expected credit losses, which has a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue and assessed for recoverability based on historical payment received. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

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

(x) Goods and Services Tax (‘GST’) and other similar taxes

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

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the balance sheet.

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

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

(xi) Share-based payments

Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, options or performance rights over shares, that are provided to employees in exchange for the rendering of services.

(vi) Exploration and evaluation assets

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.

A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

The cost of equity-settled transactions are measured at fair value on grant date.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period.

The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

A provision is raised against exploration and evaluation assets where the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

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(xii) Critical accounting estimates and judgements

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, such as:

(A) exploration and evaluation costs; and
(B) provision for restoration and rehabilitation.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including reasonable expectation of future events. Management believes the estimates used in preparation of the financial report are reasonable.

(c) Commitments

At 31 December 2020 the Company had commitments for payments under exploration permits in existence but not recognised as liabilities totalling $737,315.

(d) Contingent Liabilities

(i) Deferred consideration

The Company entered into a sale and purchase agreement ( SPA ) with Tinpitch Pty Ltd (ACN 096 734 306). A summary of the milestone payments that are payable under the SPA is in Section 6.4.

(ii) Royalty Deed

The Company entered into a royalty deed ( Royalty Deed ) with RoyaltyOne Pty Ltd (ACN 611 602 530) ( RoyaltyOne ) dated 20 November 2019, pursuant to which the Company agreed to pay a royalty to RoyaltyOne in consideration for RoyaltyOne entering into a deed poll in relation to the acquisition of the Project.

Mr Patrick Walta, a related party and promoter of the Company, is the sole director of RoyaltyOne.

Please refer to Section 6.2 for a summary of the Royalty Deed.

(e) Subsequent Events

In addition to the Impacts of the Public Offer set out above, adjustment has been made for the following material post 31 December events being, the payment of $646,909 in relation to security deposits which were previously recognised as a creditor and the payment of $182,088 for maintaining the Company’s EA which has been capitalised as an exploration and evaluation asset.

The Company has a cash burn of approximately $47,000 per month (excluding the material items adjusted for above) for the period post 31 December 2020.

No other matters or circumstances have arisen since 31 December 2020 that have significantly affected, or may significantly affect, the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years.

6 Material Contracts

The Directors consider that certain contracts entered into by the Company are material to the Company or are of such a nature that an investor may wish to have particulars of them when assessing whether to apply for Shares under the Public Offer. The provisions of such material contracts are summarised in this Section.

6.1 Lead Manager Mandate

The Company entered into a mandate agreement appointing Taylor Collison ( Lead Manager ) to act as lead manager and bookrunner in respect of the Public Offer on 4 December 2020 ( Lead Manager Mandate ).

Under the Lead Manager Mandate, the Lead Manager will provide services and assistance customarily provided in connection with marketing and execution of an initial public offer.

The Company will pay the following fees to the Lead Manager (or its nominees) pursuant to the Lead Manager Mandate, subject to the successful completion of the Public Offer:

(a) a management fee of 1% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the Public Offer; and
(b) a capital raising fee of 5% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the Public Offer.

In addition, the Company has also agreed to issue the Lead Manager (or its nominees) Lead Manager Options equal to 6% of the fully diluted issued capital of the Company exercisable at $0.31 each, expiring on or before 3 years from the date of Admission on the terms and conditions set out in Section 7.3. The Lead Manager will receive 960,000 Lead Manager Options on a Minimum Subscription Basis and up to a maximum of 1,440,000 Lead Manager Options on a Maximum Subscription Basis.

Please refer to Section 1.10 for a summary of the Lead Manager’s interests in the Public Offer and the Company.

The Lead Manager Mandate contains additional provisions considered standard for agreements of this nature.

Royalty Deed – RoyaltyOne Pty Ltd

6.2

Alice River Resources Pty Ltd (now known as Pacgold Limited) entered into a royalty deed ( Royalty Deed ) with RoyaltyOne dated 20 November 2019. Pursuant to the Royalty Deed, the Company agreed to pay a royalty to RoyaltyOne equal to 2% of the net smelter return for each quarter on and from the date of the Royalty Deed in consideration for RoyaltyOne entering into a deed poll, in which RoyaltyOne guaranteed the payment obligations of the Company to Tinpitch in relation to the acquisition of the Project. RoyaltyOne is controlled by Mr Patrick Walta, a related party of the Company (by virtue of being a former director of the Company).

The Royalty Deed contains additional confidentiality provisions considered standard for agreements of this nature.

6.3 Surety Deed

On 6 January 2021, the Company entered into a cash surety deed with the State of Queensland ( QLD Government ) and Scheme Manager under the Mineral and Energy Resources (Financial Provisioning) Act 2018 (Qld) ( Financial Provisioning Act ). The Company is a holder of the Environmental Authority number EMPL00870113 ( EA ) and it is a condition of the EA that the Company gives a surety in the form of a payment of $646,909 cash under the Financial Provisioning Act ( Surety ).

The Scheme Manager approves the Surety subject to being satisfied that it has received each of the following:

(a) evidence that all security interests registered on the Personal Property Securities Act 2009 (Cth) over property of the Company has been released;
(b) the deed is duly executed by the Company;
(c) evidence that a PPSR registration has been made naming the Queensland Government as secured party in respect of the $646,909 and Surety account; and

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6.4

(d) written confirmation and agreement from the authorised deposit taking institution with whom the Surety account is held, that that institution will not exercise set-off rights or asset a security interest in relation to the $646,909 or the Surety account in priority to the QLD Government’s interest or security interest in the $646,909 or Surety account.

Pursuant to the deed, the QLD Government may assign its right under the deed to any permitted assignee without the consent of any other party of the deed. However, the Company may not assign or transfer its rights under the deed without the prior written consent of the State.

Sale and Purchase Agreement

On 7 April 2020, the Company entered into a SPA with unrelated party Tinpitch Pty Ltd (ACN 096 734 306) ( Vendor ), to acquire the Tenements. The entry into the SPA followed an option agreement that was signed on or about 5 December 2019 pursuant to which the Company exercised an exclusive option to purchase the Tenements.

In consideration for the Tenements, the Company is required to pay the Vendor:

(a) $300,000 if the Company defines a JORC Code compliant resource category of indicated or better of 500,000 troy ounces or more of gold, or a quantity of 500,000 troy ounces or more of gold is mined ( Milestone 1 Payment );
(b) $750,000 if the Company defines a JORC Code compliant resource category of indicated or better of 750,000 troy ounces or more of gold, or a quantity of 750,000 troy ounces or more of gold is mined ( Milestone 2 Payment ). Upon achieving this milestone, the Company will also be required to pay the Milestone 1 Payment if this has not yet been paid; and
(c) $1,200,000 if the Company defines a JORC Code compliant resource category of indicated or better of 1,000,000 troy ounces or more of gold, or a quantity of 1,000,000 troy ounces or more of gold is mined ( Milestone 3 Payment ). The Company will also be required to pay both Milestone 1 and 2 Payments if these payments have not been paid.

Under the SPA, and in part consideration for the acquisition of the Project, the Company also agreed to arrange for the assignment or transfer of the Vendor’s Environmental Authority permit which is required to undertake mining activities in Queensland and replace the financial assurance of $646,909 that the Vendor had lodged with the Queensland Department of Environment and Science in respect of the Environmental Authority.

Pursuant to the SPA, neither party can assign or transfer its rights under the SPA without the prior written consent of the other party. The SPA contains additional confidentiality provisions considered standard for agreements of this nature.

6.6 Micromine Software Agreement with Goldfind Exploration Pty Ltd

The Company has entered into an agreement with Goldfind Exploration Pty Ltd (ACN 101 395 215) ( Goldfind ) pursuant to which Goldfind will permit the Company to use its two Micromine Mining software licences ( Software Licences ).

Goldfind is an associated entity of Mr Tony Schreck who is the Managing Director of the Company.

Under the agreement, the Company has agreed to pay Goldfind the annual Software Licences and subscription fees of $9,800 (estimate for next 12 months excluding GST), and any additional fees and charges associated with the Company’s use of the Software Licences.

6.7 Director agreements

(a) Consulting Agreement – Mr Tony Schreck

The Company has entered into a consulting agreement with Goldfind dated 4 March 2021, pursuant to which Mr Tony Schreck will act as Managing Director of the Company and be responsible for the overall management and supervision of the activities, operations and affairs of the Company, subject to overall control and direction of the Board.

Pursuant to the agreement, Goldfind is entitled to receive $18,750 per month (excluding GST).

The agreement is for an indefinite term, continuing until terminated by either the Company or Mr Schreck giving not less than three months’ written notice of termination to the other party (or shorter period in limited circumstances). Mr Schreck is also subject to restrictions in relation to the use of confidential information during and after his employment with the Company ceases and being directly or indirectly involved in a competing business during the continuance of his employment with the Company on terms which are otherwise considered standard for agreements of this nature.

In addition, the Board may, in its absolute discretion invite Mr Schreck to participate in the Company’s Plan from time to time in his capacity as Managing Director, subject to compliance with the Corporations Act and Listing Rules.

(b) Non-Executive Director Letter of Appointments

The Company has entered into non-executive director appointment letters with Ms Cathy Moises and Messrs Shane Goodwin and Michael Pitt pursuant to which they are each appointed as Non-Executive Directors of the Company.

The Non-Executive Directors will be paid the following fees (exclusive of superannuation) on and from Admission:

(i) Ms Cathy Moises $3,000 per month for services provided as Non-Executive Chair;

6.5

Pursuant to the Queensland Department of Resources:

(i) EPN 16301 and 26266 was approved by the department on 21 August 2020 and registered on 21 October 2020.
EPN 14313, 15359 and 15360 was approved by the department on 21 August 2020 and registered on 22 October 2020; and
(ii) ML 2901, 2902, 2907, 2908, 2957, 2958, 3010 and 3011 was approved by the department on 21 August 2020 and registered on 22 January 2021.

Consulting Agreement – Raging Bull Group Pty Ltd

The Company entered into a consultancy agreement with Raging Bull Group Pty Ltd (ACN 645 960 318) ( RBG ) pursuant to which RBG will provide assistance with the execution of the Public Offer, provide management and strategic advice with respect to the exploration and development of the Company’s assets as well as assist with the general promotion of the Company.

(ii) Mr Shane Goodwin $3,000 per month for services provided as Non-Executive Director; and
(iii) Mr Michael Pitt $3,000 per month for services provided as Non-Executive Director.

The Board may, in its absolute discretion, invite each Non-Executive Director to participate in the Company’s employee securities incentive plan from time to time.

The term of each Non-Executive Director’s appointment is subject to provisions of the Constitution relating to retirement by rotation and re-election of directors and will automatically cease at the end of any meeting at which the Non-Executive Director is not re-elected by Shareholders.

6.8 Other Key Management Personnel Agreements

(a) Consulting Agreement – Ms Catherine Garde

RBG is controlled by Mr Patrick Walta, a related party of the Company (by virtue of being a former director of the Company). RBG will be paid a monthly retainer of $3,000 (exclusive of GST) and a total of 0.6 million Options in the Company on the following terms and conditions:

(a) 300,000 Options exercisable at $0.36 per Share on or before the date which is 48 months after the date of their issue; and
(b) 300,000 Options exercisable at $0.42 per Share, on or before the date which is 72 months after the date of their issue.

The term of the agreement commences on, and from the date the agreement is signed for a minimum of 12 months unless otherwise extended by mutual agreement between the parties, or terminated by giving 7 days’ written notice to the other party. Either Company may also terminate the agreement without notice in circumstances where the other party is in default or in breach of the agreement or has become insolvent within the meaning of the Corporations Act.

The Company entered into a consultancy agreement with Ms Catherine Garde trading as Garde Law (ABN 73 160 722 496) ( Garde Law Agreement ) pursuant to which Ms Garde is engaged to act as company secretary and general counsel of the Company.

Under the Garde Law Agreement, Ms Garde will be required to provide company secretarial and general counsel services for a minimum of 50% of ordinary business hours per week together with continuous “on-call” availability as required to deal with time-sensitive obligations, plus additional times as agreed between the parties.

Ms Garde will be paid a monthly retainer of $10,000 (exclusive of GST) and a total of 0.6 million Options in the Company on the following terms and conditions:

(i) 300,000 Options exercisable at $0.36 per Share on or before the date which is 48 months after the date of their issue; and
(ii) 300,000 Options exercisable at $0.42 per Share, on or before the date which is 72 months after the date of their issue.

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The term of the agreement commences on, and from, the date the agreement is signed and will continue unless terminated by the Company or Ms Garde with 3 months’ written notices. The Company may also terminate the agreement without notice in circumstances where Ms Garde has engaged in, or alleged to have engaged in, serious misconduct or breached a term of the agreement.

Ms Garde is also subject to restrictions in relation to the use of confidential information and intellectual property during and after the arrangement with the Company ceases.

(b) Consulting Agreement – Ms Suzanne Yeates

The Company entered into a consultancy agreement with Outsourced Accounting Solutions Pty Ltd (ACN 601 781 944) ( OAS ) pursuant to which Ms Suzanne Yeates is engaged to act as chief financial officer of the Company and be responsible for, among other things, attending to all financial and other administrative duties associated with being chief financial officer and assisting with company secretarial duties until 1 July 2021.

Pursuant to the agreement, the Company has agreed to pay OAS an annual fee of $48,000 (exclusive of GST), payable in 12 equal monthly instalments of $4,000, for the services during the term.

The term of the agreement commenced on 1 March 2021 and will continue unless terminated by the Company or OAS by giving not less than one months’ written notices.

7 Additional information

Rights attaching to Shares

7.1

A summary of the rights attaching to the Shares is detailed below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to the Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) (Ranking of Shares): At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares.
(b) (Voting rights): Subject to any rights or restrictions, at general meetings:
(i) every Shareholder present and entitled to vote may vote in person or by attorney, proxy or representative;
(ii) has one vote on a show of hands; and

6.9 Subscription Agreement

On 13 May 2021, the Company entered into a subscription agreement with RCF Opportunities Fund L.P, pursuant to which RCF agreed to subscribe for a total of 4,000,000 Shares under the Public Offer, in accordance with the terms set out in the Prospectus.

The Company and RCF have the right to terminate under the subscription agreement if either party’s representations or warranties become inaccurate or misleading or there is a breach of the agreement.

(iii) has one vote for every Share held, upon a poll.
(c) (Dividend rights): Shareholders will be entitled to dividends, distributed among members in proportion to the capital paid up, from the date of payment. No dividend carries interest against the Company.
The Company must not pay a dividend unless the Company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend.

6.10 Deeds of indemnity, insurance and access

The Company is party to a deed of indemnity, insurance and access with each of the Directors, officers and the Company Secretary. Under these deeds, the Company indemnifies each Director and officer to the extent permitted by law against any liability arising as a result of the Director acting as a director of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant Director and must allow the Directors to inspect board papers in certain circumstances. The deeds are considered standard for documents of this nature.

(d) (Variation of rights): The rights attaching to the Shares may only be varied by the consent in writing of the holders of threequarters of the Shares, or with the sanction of a special resolution passed at a general meeting.
(e) (Transfer of Shares): Shares can be transferred upon delivery of a proper instrument of transfer to the Company or by a transfer in accordance with the ASX Settlement Operating Rules. The instrument of transfer must be in writing, in the approved form, and signed by the transferor and the transferee. Until the transferee has been registered, the transferor is deemed to remain the holder, even after signing the instrument of transfer. In some circumstances, the Directors may refuse to register a transfer if upon registration the transferee will hold less than a marketable parcel. The Board may refuse to register a transfer of Shares upon which the Company has a lien.
(f) (General meetings): Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

The Directors may convene a general meeting at their discretion. General meetings shall also be convened on requisition as provided for by the Corporations Act.

(g) (Unmarketable parcels): The Company’s Constitution provides for the sale of unmarketable parcels subject to any applicable laws and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.
(h) (Rights on winding up): If the Company is wound up, the liquidator may with the sanction of special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.
(i) (Restricted Securities): a holder of Restricted Securities (as defined in the Listing Rules) must comply with the requirements imposed by the Listing Rules in respect of Restricted Securities.

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7.2 Terms and conditions of Incentive Options

The terms of the Incentive Options are set out below. A reference to an Option in this Section refers to an Incentive Option.

(a) (Entitlement): Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.
(b) (Issue Price) No cash consideration is payable for the issue of the Options.
(l) (Timing of issue of Shares): Within 5 business days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will:
- (i) issue the Shares pursuant to the exercise of the Options; and
- (ii) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the Listing Rules.
(c) (Exercise Price and Expiry Date): The Options are exercisable as follows:

==> picture [60 x 42] intentionally omitted <==

Exercise Price ($)

Expiry Date

5.00pm (AEST) on the date that is the fourth anniversary of Admission.
(m) (Dividend and voting rights): The Options do not confer on the holder an entitlement to vote at general meetings of the Company or to receive dividends.
(n) (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options, such as bonus issues and entitlement issues.

Tranche 1 $0.36

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

5.00pm (AEST) on the date that is the sixth anniversary of Admission.
Tranche 2 $0.42

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(o) (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
- (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
- (ii) no change will be made to the Exercise Price.
(d) (Exercise Period): Each Option is exercisable at any time and from time to time on or prior to the Expiry Date.
(e) (Quotation of the Options): No application for quotation of the Options will be made by the Company.
(f) (Transferability of the Options): The Options are not transferable except with the prior written approval of the Company and subject to compliance with the Corporations Act.
(g) (Notice of Exercise): The Options may be exercised by notice in writing to the Company in multiples of 1,000 Options per notice in the manner specified on the Option certificate or as otherwise agreed with the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company (acting reasonably), including cashless exercise as described in paragraph 7.2(i). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(p) (Adjustment for entitlements issue): If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 7.2(o) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.
(q) (Adjustments for reorganisation): If there is any reorganisation of the issued share capital of the Company (including consolidation, subdivision, reduction or return), the rights of the Option holders will be changed to the extent necessary to comply with the Listing Rules at the time of reorganisation provided that, subject to compliance with the Listing Rules, following such reorganisation the holder’s economic and other rights are not diminished or terminated.
(h) (Lodgement instructions): Cheques shall be in Australian currency made payable to the Company and crossed ‘Not Negotiable’. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Share Registry.
(i) (Cashless exercise): Subject to Board approval at the time of exercise, the holder may elect not to be required to provide payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Options (with the number of Shares rounded down to the nearest whole Share).

“Market Value” means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date.

(j) (Shares issued on exercise): Shares issued on exercise of the Options rank equally with the then Shares of the Company.
(k) (Quotation of Shares on exercise): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

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7.3 Terms and conditions of Lead Manager Options

The terms and conditions of the Lead Manager Options are set out below. A reference to an Option in this Section refers to a Lead Manager Option.

(a) (Entitlement): Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.
(b) (Issue Price): No cash consideration is payable for the Lead Manager Options.
(c) (Exercise Price and Expiry Date): The Options have an exercise price of $0.31 each ( Exercise Price ) and will expire on at 5.00pm (AWST) on or before the day that is three years from the date of admission to the ASX ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) ( Exercise Period ): Each Option is exercisable at any time and from time to time on or prior to the Expiry Date.

7.4 Summary of the Company’s Employee Securities Incentive Plan

A summary of the terms of the Company’s Employee Securities Incentive Plan ( Plan ) is set out below. The full terms of the Plan may be inspected at the registered office of the Company during normal business hours.

(a) (Eligible Participant): Eligible Participant means a person that:

     - (i) is an “eligible participant” (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

     - (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

  - (b) (Purpose): The purpose of the Plan is to:

     - (i) assist in the reward, retention and motivation of Eligible Participants;

     - (ii) link the reward of Eligible Participants to Shareholder value creation; and

     - (iii) align the interests of Eligible Participants with shareholders of the Company (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(e) (Quotation of the Options): The Options will be unquoted.
(f) (Transferability of the Options): The Options are not transferable except with the prior written approval of the Company and subject to compliance with the Corporations Act.
(g) (Notice of Exercise): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate or as otherwise agreed with the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company (acting reasonably). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(h) (Lodgement instructions): Cheques shall be in Australian currency made payable to the Company and crossed ‘Not Negotiable’. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Share Registry.
(i) (Shares issued on exercise): Shares issued on exercise of the Options rank equally with the then Shares of the Company.
(j) (Quotation of Shares on exercise): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.
(k) (Timing of issue of Shares): Within 5 business days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will:
(i) issue the Shares pursuant to the exercise of the Options; and
(ii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
(l) (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(m) (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
(A) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(B) no change will be made to the Exercise Price.
(n) (Adjustment for entitlements issue): If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph (m) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.
(o) (Adjustments for reorganisation): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders will be varied in accordance with the Listing Rules.
(c) (Plan administration): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.
(d) (Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) (Grant of Securities): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(f) (Terms of Convertible Securities): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

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

(g) (Vesting of Convertible Securities): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
(h) (Exercise of Convertible Securities and cashless exercise): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

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

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

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

(i) (Delivery of Shares on exercise of Convertible Securities): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
(j) (Forfeiture of Convertible Securities): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently, dishonestly, negligently, or in contravention of a Group policy, or has wilfully breached his or her duties to the Company, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

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

(o) (Participation in new issues): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
(p) (Amendment of Plan): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.
No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
(q) (Plan duration): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

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

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
(k) (Change of control): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
(l) (Rights attaching to Plan Shares): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
(m) (Disposal restrictions on Plan Shares): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

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

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(n) (Adjustment of Convertible Securities): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

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

For the purposes of Listing Rule 7.2 Exception 13, for the three year period post Admission, the Company proposes to issue a maximum of 4,936,625 securities under the Plan (equating to approximately 11.93% on a Minimum Subscription Basis and 10% on a Maximum Subscription Basis).

7.5 Effect of the Public Offer on control and substantial Shareholders

Those Shareholders (and their associates) holding an interest in 5% or more of the Shares on issue as at the Prospectus Date are as follows:

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Name Shares %
Patrick Walta as trustee of FJB & Associates Trust [1] 2,012,500 7.9%
Michael Pitt as trustee of RGR Capital Trust and RGR
1,650,000 6.5%
Family Superfund [2]
Kufara Endevours Pty Ltd
1,300,000 5.1%

DXB Holdings Pty Ltd 1,300,000 5.1%
Kingslane Pty Ltd 1,300,000 5.1%
John Carr 1,300,000 5.1%
Justin Walta 1,300,000 5.1%
Shane Goodwin [3] 1,300,000 5.1%
----- End of picture text -----

Notes:

Mr Patrick Walta resigned as Director of the Company on 10 April 2021.

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

Non-Executive Director Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund intends to subscribe for approximately $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. As at the Prospectus Date, Mr Pitt is a substantial shareholder of the Company however, at Admission, his shareholding will be diluted and will no longer hold a substantial shareholding in the Company.

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As at the Prospectus Date, Non-Executive Director Mr Shane Goodwin is a substantial shareholder of the Company however, Mr Goodwin does not intend to participate in the Public Offer and, as such, at Admission, Mr Goodwin will be diluted and will no longer hold a substantial shareholding in the Company.

Based on the information known as at the Prospectus Date, and assuming the Minimum Subscription is achieved, it is anticipated than on Admission RCF will be the Company’s only substantial Shareholder holding 9.67% (Minimum Subscription) and 8.10% (Maximum Subscription) on Admission.

7.6 Interests of Promoters, Experts and Advisers

(a) No interest except as disclosed

Other than as set out below or elsewhere in this Prospectus, no persons or entity named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds at the Prospectus Date, or held at any time during the last 2 years, any interest in:
(i) the formation or promotion of the Company;
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Public Offer; or
(iii) the Public Offer, and the Company has not paid any amount or provided any benefit, or agreed to do so, to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the Public Offer.

(g) Independent Geologist

Derisk Geomining Consultants Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Schedule 3 of this Prospectus. The Company estimates it will pay Derisk Geomining Consultants a total of $16,000 (excluding GST) for these services.
During the 24 months preceding lodgement of this Prospectus with ASIC, Derisk Geomining Consultants has not provided any other services to the Company.

(h) Lead Manager

Taylor Collison has acted as the Lead Manager to the Public Offer. Details of the payments to be made to the Lead Manager are set out in Sections 1.10 and 6.1.

During 24 months preceding lodgement of this Prospectus with ASIC, the Lead Manager has provided lead manager services to the Company in respect of the seed raising undertaken by the Company in December 2020 to raise a total of $1.68 million via the issue of 10,526,250 Shares at $0.16 each and has been paid $54,342 (excluding GST) in accordance with the Lead Manager Mandate (refer to Sections 1.10 and 6.1).

7.7 Consents

(a) Each of the parties referred to below:

(i) does not make the Offers;

(b) Share registry

Computershare Investor Services Pty Limited (Computershare) has been appointed to conduct the Company’s share registry functions and to provide administrative services in respect to the processing of Applications received pursuant to this Prospectus, and will be paid for these services on standard industry terms and conditions.

(c) Auditor

BDO Audit (WA) Pty Ltd (BDO Audit) has been appointed to act as auditor to the Company. The Company estimates it will pay BDO Audit a total of $11,999 (excluding GST) for these services.
(ii) does not make, or purport to make, any statement that is included in this Prospectus, or a statement on which a statement made in this Prospectus is based, other than as specified below or elsewhere in this Prospectus;
(iii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with the consent of that party as specified below; and
(iv) has given and has not, prior to the lodgement of this Prospectus with ASIC, withdrawn its consent to the inclusion of the statements in this Prospectus that are specified below in the form and context in which the statements appear.

(b) Share Registry

During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Audit has not provided any other services to the Company.

Computershare Investor Services Pty Limited has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as Share Registry of the Company in the form and context in which it is named.

(d) Corporate Lawyers

Allens has acted as the corporate lawyers to the Company in relation to the Public Offer. The Company estimates it will pay Allens $150,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates.

(e) Mining and Resources Lawyers

Mining Access Legal has acted as the solicitor to the Company in relation to the Public Offer and has prepared the Solicitor’s Tenement Report which is included in Schedule 2 of this Prospectus. The Company estimates it will pay Mining Access Legal a total of $12,000 (excluding GST) for these services.

(c) Auditor

BDO Audit has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as auditor of the Company in the form and context in which it is named.

(d) Corporate Lawyers

Allens has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the corporate lawyers to the Company in the form and context in which it is named.

(e) Mining and Resources Lawyers

During the 24 months preceding lodgement of this Prospectus with ASIC, Mining Access Legal has not provided any other services to the Company.

(f) Investigating Accountant

BDO Corporate Finance (WA) Pty Ltd (BDO Corporate) has acted as Investigating Accountant and has prepared the Independent Limited Assurance Report which is included in Schedule 1 of this Prospectus. The Company estimates it will pay BDO Corporate a total of $11,500 (excluding GST) for these services.

During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Corporate Finance has not provided any other services to the Company.

Mining Access Legal has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the mining and resources lawyers to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Solicitor’s Tenement Report in the form and context in which it is included.

(f) Investigating Accountant

BDO Corporate has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Investigating Accountant to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Limited Assurance Report in the form and context in which it is included.

(g) Independent Geologist

Derisk Geomining Consultants has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Independent Geologist to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Geologist’s Report and references made to it in the form and context in which it is included.

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7.8 (h) Lead Manager

Taylor Collison has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Lead Manager to the Public Offer in the form and context in which it is named.

Expenses of the Offer

7.12 Documents available for inspection

Copies of the following documents are available for inspection during normal business hours at the registered office of the Company:

(a) this Prospectus;

The total approximate expenses of the Offers (including GST) payable by the Company are:

(b) the Constitution; and

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

Minimum Subscription Maximum Subscription
Expense
A$(‘000) A$(‘000)
ASX quotation and ASIC lodgement fee 77 79
Legal fees [1] 162 162
Investigating Accountant's fees 18 18
Independent Geologist's fees 16 16
Lead Manager's fees [2] 240 360
Printing, postage and administration fees 28 28
Total 541 663
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7.13 Statement of Directors

The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the financial information in Section 5, there have not been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.

Notes:

Legal fees comprised of:
(i) approximately $150,000 fees paid to Allens; and
(ii) approximately $12,000 fees paid to the Company’s resources lawyers, Mining Access Legal.
Refer to Section 6.1 for a summary of the Lead Manager Mandate.

7.9 Continuous Disclosure Obligations

Following Admission, the Company will be a ‘disclosing entity’ (as defined in section 111 AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares (unless a relevant exception to disclosure applies). Price sensitive information will be publicly released through ASX before it is otherwise disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to ASX. In addition, the Company will post this information on its website after ASX confirms that an announcement has been made, with the aim of making the information readily accessible to the widest audience.

7.10 Litigation

So far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

7.11 Electronic Prospectus

Pursuant to Regulatory Guide 107, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions. If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act.

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8 Authorisation

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

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

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

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Catherine Moises Non-Executive Chair Dated: 25 May 2021

9 Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

Directors means the directors of the Company.

EA means Environmental Authority number EMPL00870113.

A$ or $ means Australian dollars.

Electronic Prospectus means the electronic copy of this Prospectus located at the Company’s website www.pacgold.com.au.

Admission means admission of the Company to the Official List, following completion of the Offers.

Executive Director means an executive director of the Company, as appointed from time to time.

AEST means Australian Eastern Standard Time, being the time in Melbourne, Victoria.

Exploration Results means data and information generated by mineral exploration programmes that might be of use to investors but which do not form part of a declaration of mineral resources or ore reserves (as defined by the JORC Code).

Applicant means a person who submits an Application Form.

Application means a valid application for Securities pursuant to this Prospectus.

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

Application Form means the relevant application form for an Offer provided with a copy of this Prospectus.

Application Monies means application monies for Securities under the Offers received and banked by the Company.

Financial Information means the financial information contained in Section 5.

ASIC means the Australian Securities and Investments Commission.

Financial Provisioning Act means the Mineral and Energy Resources (Financial Provisioning) Act 2018 (Qld).

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

Garde Law Agreement has the meaning given to that term in Section 6.8.

ASX Settlement means ASX Settlement Pty Limited (ACN 008 504 532).

Goldfind means Goldfind Exploration Pty Ltd (ACN 101 395 215).

ASX Settlement Rules means ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Auditor means BDO Audit (WA) Pty Ltd (ACN 112 284 787).

Historical Financial Information has the meaning given in Section 5.1.

Board means the board of Directors of the Company.

Incentive Options means:

Chair means the chairperson of the Board.

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

Closing Date means the date that the Offers close, which is 5:00 pm (AEST) on Friday, 18 June 2021, or such other time and date as the Board determines.

Company or Pacgold means Pacgold Limited (ACN 636 421 782).

(a) (Tranche 1) 2,050,000 Options exercisable at $0.36 each and expiring on the fourth anniversary of Admission; and
(b) (Tranche 2) 2,050,000 Options exercisable at $0.42 each and expiring on the sixth anniversary of Admission, to be issued under the Incentive Options Offer on the terms and conditions set out in Section 7.2.

Incentive Options Offer means the offer of 4,100,000 Options to Incentive Option Offer Participants governed under the Plan on the terms and conditions set out in Section 7.2.

Company Website means www.pacgold.com.au.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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Incentive Options Offer Participants means the nominated

persons (including the Directors and Officers of the Company) who are invited to apply for Incentive Options pursuant to the Incentive Options Offer.

Independent Geologist means Derisk Geomining Consultants Pty Ltd (ACN 615 606 454).

Independent Geologist’s Report means the report prepared by the Independent Geologist contained in Schedule 3.

Independent Limited Assurance Report means the report prepared by the Investigating Accountant contained in Schedule 1.

Indicative Timetable means the indicative timetable for the Offers on page x of this Prospectus.

Investigating Accountant means BDO Corporate Finance (WA) Pty Ltd (ABN 27 124 031 045).

Issue Date means the date, as determined by the Directors, on which the Securities offered under this Prospectus are allotted, which is anticipated to be the date identified in the Indicative Timetable.

Listing Rules means the listing rules of ASX.

Maximum Subscription means the raising of $6 million (before costs) pursuant to the Public Offer.

Milestone 1 Payment has the meaning given in Section 6.4(a).

Milestone 2 Payment has the meaning given in Section 6.4(b).

Milestone 3 Payment has the meaning given in Section 6.4(c).

Minimum Subscription means the raising of $4 million (before costs) pursuant to the Public Offer.

Non-Executive Director means a non-executive director of the Company, as appointed from time to time.

OAS means Outsourced Accounting Solutions Pty Ltd (ACN 601 781 944).

Offer Price means $0.25 per Share under the Public Offer.

Offers mean the Public Offer, Incentive Options Offer and Lead Manager Offer.

Securities means any securities, including Shares and Options, issued or granted by the Company.

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

Share Registry means Computershare Investor Services Pty Limited (ACN 078 279 277).

Shareholder means a holder of one or more Shares.

Software Licences means the Micromine Mining software licence owned by Goldfind.

Solicitor’s Tenement Report means the report prepared by Mining Access Legal contained in Schedule 2.

SPA means the sale and purchase agreement between the Company and Tinpitch dated 7 April 2020, a summary of which is in Section 6.4.

Surety has meaning given in the Mineral and Energy Resources (Financial Provisioning) Act 2018 (QLD).

Tenements means the tenements described at Section 2.3(a).

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective December 2012.

KMP or Key Management Personnel has the same meaning as

in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager means Taylor Collison Limited (ACN 008 172 450) (AFSL 247083).

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules. Opening Date means the date specified as the opening date in the Indicative Timetable. Option means an option to acquire a Share.

Plan means the Pacgold Limited Employee Securities Incentive Plan.

Project means the Alice River Gold Project. Prospectus means this prospectus dated 25 May 2021. Prospectus Date means 25 May 2021.

Public Offer means the offer by the Company, pursuant to this Prospectus, of a minimum of 16 million Shares and a maximum of 24 million Shares at the Offer Price to raise a minimum of $4 million and up to a maximum of $6 million (before costs).

Tinpitch means Tinpitch Pty Ltd (ACN 096 734 306).

QLD Government means the State of Queensland.

Lead Manager Mandate means the mandate between the Company and the Lead Manager dated 4 December 2020 as summarised in Section 6.1.

RBG means Raging Bull Group Pty Ltd (ACN 645 960 318).

RCF means RCF Opportunities Fund L.P.

Lead Manager Offer means the offer by the Company, pursuant to this Prospectus, to the Lead Manager (or its nominees) of minimum of 960,000 Lead Manager Options and up to a maximum of 1,440,000 Lead Manager Options on the terms and conditions set out in Section 7.3.

Royalty Deed means the deed between the Company and RoyaltyOne Pty Ltd (ACN 611 602 530) dated 20 November 2019, a summary of which is in Section 6.2.

RoyaltyOne means RoyaltyOne Pty Ltd (ACN 611 602 530).

Lead Manager Options means Options exercisable at $0.31 each and expiring on the date that is 3 years from the date of Admission and otherwise issued on the terms and conditions set out in Section 7.3.

Section means a section of this Prospectus.

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Schedule 1 Independent Limited Assurance Report

PACGOLD LIMITED Independent Limited Assurance Report

24 May 2021

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you are a retail investor. Our FSG provides you with information on how to contact us, our services, remuneration, associations, and relationships.

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

24 May 2021

2. Scope

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

The Directors

Pacgold Limited

67/352 Canterbury Road

St Kilda VIC 3182

The historical and pro forma historical financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 (Cth).

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

the audited historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the year ended 30 June 2020;

Dear Directors

the reviewed historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the 6 months ended 31 December 2020; and

INDEPENDENT LIMITED ASSURANCE REPORT

1. Introduction

BDO Corporate Finance (WA) Pty Ltd ( ‘BDO’ ) has been engaged by Pacgold Limited ( ‘Pacgold’ or ‘the Company’ ) to prepare this Independent Limited Assurance Report ( ‘Report’ ) in relation to certain financial information of Pacgold, for the initial public offering of Shares in Pacgold, for inclusion in the Prospectus. Broadly, the Prospectus will offer up to 24 million Shares at an issue price of $0.25 each to raise up to $6 million before costs (‘ the Public Offer ’). The Public Offer is subject to a minimum subscription level of 16 million Shares to raise $4 million before costs.

This Prospectus also contains the following secondary offers:

(a) an offer of up to 4,100,000 Options to nominated persons (being consultants, Directors and Officers of the Company) who are invited to apply for Options (' ESIP Participants' ) governed by the terms of the Company's Employee Securities Incentive Plan; and
(b) an offer of a minimum of 960,000 Options and a maximum of up to 1,440,000 Options, with an exercise price of $0.31 each and an expiry date 3 years from Admission (' Lead Manager Options' ) to the Lead Manager (or its nominees),
(together with the Public Offer, ' the Offers' ).

Expressions defined in the Prospectus have the same meaning in this Report. BDO Corporate Finance (WA) Pty Ltd ( ‘BDO’ ) holds an Australian Financial Services Licence (AFS Licence Number 316158) and our Financial Services Guide (‘ FSG’ ) has been included in this report in the event

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

the reviewed historical Statement of Financial Position as at 31 December 2020.

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the company’s adopted accounting policies. The Historical Financial Information has been extracted from the financial report of Pacgold for the year ended 30 June 2020, and the 6 months to 31 December 2020. The 31 December 2020 financial report was audited by BDO Audit (WA) Pty Ltd in accordance with the Australian Auditing Standards. BDO Audit (WA) issued an unmodified audit opinion on the financial report. The Financial Report for the 6 months to 31 December 2020 was reviewed by BDO Audit (WA) Pty Ltd in accordance with Australia Auditing Standards on Review Engagements ASRE 2410 Review of Financial Report Performed by the Independent Auditor of the Entity, BDO Audit (WA) Pty Ltd issued an unmodified review opinion on the financial report. However, without qualifying its opinions and conclusions with respect to each set of financial statements, BDO Audit (WA) Pty Ltd, included an Emphasis of Matter paragraph addressing the uncertainty of ongoing viability without the receipt of funds from capital raising initiatives.

Pro Forma Historical Financial Information

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

the pro forma historical Statement of Financial Position as at 31 December 2020.

The Pro Forma Historical Financial Information has been derived from the historical financial information of 2020, after adjusting for the effects of the subsequent events described in Section 6 of this Report and the pro forma adjustments described in Section 7 of this Report and Section 5.6 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as

described in Section 7 of this Report, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the Pro Forma Historical Financial Information does not represent the company’s actual or prospective financial position or financial performance.

The Pro Forma Historical Financial Information has been compiled by Pacgold to illustrate the impact of the events or transactions described in Section 6 and Section 7 of the Report on Pacgold’s financial position as at 31 December 2020. As part of this process, information about Pacgold’s financial position has been extracted by Pacgold from Pacgold’s financial statements for the period ended 31 December 2020.

3. Directors’ responsibility

The directors of Pacgold are responsible for the preparation and presentation of the Historical Financial Information and Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information are free from material misstatement, whether due to fraud or error.

4. Our responsibility

Our responsibility is to express limited assurance conclusions on the Historical Financial Information and the Pro Forma Historical Financial Information. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information .

Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an audit opinion.

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

5. Conclusion

Historical Financial Information

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

the audited historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the year ended 30 June 2020;
the reviewed historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the 6 months ended 31 December 2020; and
the reviewed historical Statement of Financial Position as at 31 December 2020,

Pro Forma Historical Financial information

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

the pro forma historical Statement of Financial Position of Pacgold as at 31 December 2020,

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

6. Subsequent Events

Subsequent to 31 December the following transactions occurred which have been adjusted for in the Pro-forma.

the payment of $646,909 in relation to security deposits which were previously recognised as a creditor and the payment of $182,088 for maintaining the Company’s EA which has been capitalised as an exploration and evaluation asset.

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

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

The pro forma historical Statement of Financial Position is shown in Section 5.6 of the Prospectus. This has been prepared based on the financial statements as at 31 December 2020, the subsequent events set out in Section 6, and the following transactions and events relating to the issue of Shares under the Prospectus:

The issue of a minimum of 16,000,000 Shares and a maximum of 24,000,000 Shares at an issue price of $0.25 per Share to raise between $4,000,000 and $6,000,000 cash before expenses of the Public Offer. All Shares issued pursuant to the Prospectus will be issued as fully paid;
Total cash costs expected to be incurred in connection with the preparation of the Prospectus and ASX listing of Shares are between $541,000 (minimum) and $663,000 (maximum) and non-cash costs (960,000 to 1,440,000 Lead Manager Options) are estimated between $134,000 (minimum) and $202,000 (maximum). Of these share issue costs it is estimated that between $491,000 (minimum) and $709,000 (maximum) will be classified as share issue costs in equity, relating to the issue of new Shares. The remaining costs of $167,000 (minimum) or $142,000 (maximum) will be charged to profit or loss, relating to the listing of existing Shares; and
An offer of up to 4,100,000 Options to ESIP Participants who are invited to apply for Options governed by the terms of the Company's Employee Securities Incentive Plan.

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

8. Independence

BDO is a member of BDO International Ltd. BDO does not have any interest in the outcome of the proposed IPO other than in connection with the preparation of this Report and participation in due diligence procedures, for which professional fees will be received. BDO is the auditor of Pacgold and from time to time, BDO also provides Pacgold with certain other professional services for which normal professional fees are received.

9. Disclosures

This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to be a substitute for professional advice and potential investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, potential investors should consider whether it is appropriate for their objectives, financial situation or needs.

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

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

Yours faithfully

BDO Corporate Finance (WA) Pty Ltd

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Adam Myers Director

APPENDIX 1 FINANCIAL SERVICES GUIDE

DATE

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

Financial Services Guide

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

This FSG includes information about:

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

Information about us

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

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

Financial services we are licensed to provide

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

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

General Financial Product Advice

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

Fees, commissions and other benefits that we may receive

We charge fees for providing reports, including this Report. These fees are negotiated and agreed with the client who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately $11,500 (exclusive of GST). BDO Audit (WA) Pty Ltd has undertaken an audit and review of financial statements the fee payable for this engagement is approximately $6,500 (exclusive of GST).

Schedule 2 Solicitor’s Tenement Report

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

Remuneration or other benefits received by our employees

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

Referrals

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

Complaints resolution

Internal complaints resolution process

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

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

Referral to External Dispute Resolution Scheme

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

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

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

Contact details

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

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

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PO Box 592, Maylands, WA 6931 28/168 Guildford Rd, Maylands, WA 6051 (08) 6151 4650 [email protected]

17 May 2021

The Directors Pacgold Limited 67/352 Canterbury Road ST KILDA VIC 3182

Dear Sirs

Pacgold Limited Solicitor’s Report on Mining Tenements

This report has been prepared for inclusion in the prospectus ( Prospectus ) to be issued by Pacgold Limited ( Company ) on or about 17 May 2021 for the initial public offer of a minimum of 16 million and a maximum of 24 million fully paid ordinary shares ( Shares ) in the Company at an offer price of $0.25 per Share to raise a minimum of $4 million and a maximum of $6 million (before associated costs) ( Offer ).

INTRODUCTION AND SCOPE

We have been instructed by the Company to prepare this report ( Report ) in respect of the mining tenements in which the Company has an interest at the time of the Offer ( Tenements ).

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SEARCHES

We have conducted the following searches of information available on public registers in respect of the Tenements:
(a) searches of the register maintained by the Qld Department of Natural Resources, Mines and Energy ( DNRME ) pursuant to the Mineral Resources Act 1989 (Qld) ( MR Act ), on 26 March 2021 and 13 May 2021;
(b) searches of the Native Title Register maintained by the National Native Title Tribunal ( NNTT ), as at 5 April 2021;
(c) a search of the Queensland online mapping system to determine the existence of overlapping tenements for commodities other than minerals (see the Schedule of Tenements) on 26 March 2021; and
(d) searches of the Cultural Heritage Database and Register maintained by the Queensland Department of Aboriginal and Torres Strait Islander Partnerships ( DATSIP ) as at 26 March 2021,

(together the Searches ).

EXECUTIVE SUMMARY

Material information in relation to each of the Tenements is summarised in Schedule 1 to this Report.
By way of summary:
The purpose of this Report is to determine and identify, as at the time of the Offer:
(a) the Tenements have been validly granted or applied for under the MR Act;
(a) the interests held by the Company in the Tenements;
(b) the Searches indicate that the Tenements are held by the Company;
(b) any third party interests, including encumbrances, in relation to the Tenements;
- (c) the Searches indicate that the Tenements are in good standing;
(c) any material issues existing in respect of the Tenements;
(d) the good standing, or otherwise, of the Tenements; and
(e) any concurrent interests in the land the subject of the Tenements, including other mining tenements, private land, pastoral leases, Native Title and Aboriginal heritage ( Concurrent Interests ).
This Report does not consider constraints such as additional approvals required for development, mining and processing ore which will be further assessed by the Company as part of its future development plans.
Details of the Tenements including Native Title and Heritage Sites, are listed in a schedule to this Report ( Schedule ). Schedule 1 forms part of this Report which must be read in conjunction with this Report.
(d) upon the basis of the Searches, the Tenements are not subject to any registered encumbrances;
(e) some Tenements are subject to Environmental Authorities ( EA ), and this is further detailed in Part B of this Report;
(f) a number of the Tenements are subject to a conduct and compensation agreement ( CCA ), and this is further detailed in Part C of this Report; and
(g) a number of the Tenements are subject to the Concurrent Interests as set out in Part C of this Report which may restrict access to the Relevant Tenements.

PART A TENEMENTS

Governing Legislation

This Report is subject to the assumptions and qualifications set out at paragraph 129 of this Report.
The MR Act and the Mineral Resources Regulations 2013 (Qld) ( MR Regulations ) establishes a tenure regime that governs the exploration for and production of minerals in Queensland.

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The Natural Resources and Other Legislation Amendment Act 2019 (Qld) (the NROLA Act ) commenced on 25 May 2020 and implemented a number of reforms on the administration of exploration tenements in Queensland.
The Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) ( MERCP Act ) also governs processes and requirements for resource authorities.
The Environmental Protection Act 1994 (Qld) ( EP Act ) and the Environmental Protection Regulation 2019 (Qld) ( EP Regulations ) regulates the environmental impact of activities conducted under resource authorities.

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  - (h) complying with the MR Act and other mining legislation; and

  - (i) any other conditions determined by the Minister.

In addition, the Minister may unilaterally vary the conditions of an existing EPM without notifying or consulting the holder if the Minister considers it necessary because of an ‘exceptional event’. The MR Act defines “Exceptional Event” as an event that:
- (a) affects the carrying out of authorised activities under the EPM;
- (b) is beyond the control of the holder of the EMP; and
All of the Tenements have been granted under the MR Act.
(c) could not reasonably have been prevented by the holder of the authority/permit.

Exploration Permit – Minerals

Exploration permits are granted under the MR Act ( EPM ).
An EPM gives the licence holder the right to explore for minerals within the licence area. The MR Act defines “Minerals” broadly and expressly includes gold.
The grant of an EPM does not permit mining, nor does it guarantee a mineral development licence ( MDL ) (for retention and/or to further define specific minerals) or a mining lease (to conduct mining activities) will be granted.
Unless the Minister determines otherwise, the initial term of an EPM shall be for a period not exceeding 5 years commencing on the date specified in the permit (being a date not earlier than the date of the permit). The holder of an EPM may apply to renew the permit within the period of not more than six months before the expiry of the EPM and at least three months before the EPM expires.
In respect of EPMs granted prior to the commencement of the NROLA Act, the holders of these EPMs will only be required to relinquish 50% of the area if the EPM is renewed after commencement, 5 years after the date of renewal. If no exploration activities were undertaken because the EPM is locked-out/overlapping with a petroleum lease, the EPM holder will be exempt from any relinquishment requirements.
For EPMs granted post the NROLA Act, an EPM will be granted for a term not exceeding 15 years provided that an additional one off extension of up to 3 years can be applied for if there is an ‘exceptional event’, being an event that prevented the EPM holder from complying with the approved work program and that occurred in the last renewed term of the EPM.
The MR Act imposes mandatory conditions of all EPMs, including:
(a) complying with the mandatory provisions of the land access code;
(b) carrying out programs of work and studies for the purposes for which the EPM was granted and in accordance with the MR Act;
(c) carrying out improvement restoration for the EPM;
(d) removing all equipment and plant on or in the area of the EPM prior to the termination of the EPM;
(e) not obstructing or interfering with any right of access by any person who has a right of access;
(f) giving annual reports, relinquishment reports and exploration study reports to the Minister;
Rent is payable on EPMs and if the holder of an EPM has failed to pay the rent payable by the due date, the Minister may, at the Minister’s discretion, cancel the EPM. The rent payable is calculated based on the number of sub-blocks within each EPM.
Under the MR Act, security must be provided before an EPM is granted or renewed. The amount of security is determined by the Minister and is calculated as reasonable security for compliance with the MR Act and rectification of damage and other amounts payable to the State under the MR Act.
An EPM holder must submit either an activities based work program that outlines specific exploration activities to be undertaken during the term of the EPM. As an alternative, an EPM holder may also seek an ‘outcomes-based’ work program which outlines:
- (a) the outcomes proposed to be pursued during the term of the tenement;
- (b) the strategy for pursuing the outcomes;
- (c) the information and data to be collected; and
- (d) the estimated human, technical and financial resources proposed to be committed.
An activities-based work program is the default requirement for EPMs awarded through competitive processes (subject to the Minister’s directions otherwise). The Minister may also request an activities-based work program from applicants when considering the priority of EPM applications. Outcomes-based work programs will generally be accepted in non-competitive, nontender applications.
We have not undertaken any independent investigations with DNRME beyond the publicly available resource authority reports to confirm compliance with the previous work program and expenditure activities for the Tenements.
EPM holders are required to relinquish 40% of the EPM area at the end of year 3. EPM holders are also required to relinquish 50% of the EPM area at the end of year 5, and 50% of the remaining area at the end of year 10.
In the event that an EPM is renewed for a further term, the EPM holders are required to relinquish 40% of the EPM area at the end of year 3, and 50% of the remaining EPM area after year 5.
Further, the Minister has the discretion to change the relinquishment requirements of EPMs due to:
- (a) an ‘exceptional event’ (as discussed in paragraphs 19 and 21 above); or
- (b) circumstances arising from the permit forming part of an exploration project.
(g) the payment of rent and of a security deposit;

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In this instance, an exploration project is a ‘project involving 2 or more exploration permits that have a unifying exploration purpose’. Accordingly, the exploration project exception is intended to allow permit holders to adjust the relinquishment percentages of individual permits within the same project, so long as 50% of the area for the project (as a whole) is relinquished by the due date.
If the area to be relinquished is covered by an application for higher tenure (i.e. a mining development licence or mining lease), EPM holders can defer its relinquishment until:
(a) if the application is successful – the day the tenure is granted; or
(b) if the application is withdrawn or refused – 20 business days after the day of the withdrawal/refusal.
The Minister may cancel an EPM if the EPM holder:
(a) requests the cancellation;
(b) has carried out activities that are not bona fide for the purposes for which the EPM was granted;
(c) has failed to comply with any condition that is to be observed and performed by the EPM holder;
(d) has failed to pay the rental payable; or
(e) has failed to report to the Minister upon the discovery of any mineral as required by the MR Act.
The MERCP Act provides that a licence holder must not enter restricted land, to carry out authorised activities for the EPM, unless each relevant owner or occupier for the restricted land has given written consent to the licence holder to carry out the activity. The MERCP Act defines “Restricted land” for an EPM as:
(a) land within 200 metres of:
- (i) a permanent building used for residence, businesses, childcare centres, hospitals, libraries, places of worship and other community, sporting or recreational purposes; and
- (ii) areas used for schools and aquaculture, intensive animal feedlotting, pig keeping or poultry farming as provided under the EP Act; and
(b) land within 50 metres of artesian wells, bores, dams, water storage facilities, principal stockyards, cemetery, burial places and an area, building or structure prescribed by the MR Regulations.
We have not undertaken any assessment of whether there is any restricted land in the area of the Tenements.

Mining Lease

A mining lease granted under the MR Act ( ML ) gives the lease holder (and the lease holder’s employees, agents and contractors) exclusive rights to enter land in the lease area (for mining activities), to extract mineral ore, to process mineral ore (to separate the minerals from waste materials), to stockpile minerals, to dispose of waste materials, and to remove minerals from the lease area (for further processing or sale).

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The initial term of a ML is the period approved by the Minister and commences on the first day of the month that next follows the day the ML is granted. The term of the ML must not be longer than the period for which compensation has been agreed or determined with land owners (further information is set out below).
MLs are renewable within the renewal period, being not more than one year before the current term expires but at least six months before the current term expires.
To be granted a ML, an applicant must demonstrate that:
(a) there are sufficient reasons why the ML should be granted in respect of the area, shape and term of the proposed ML;
(b) the mining program proposed, its method of operation, and indication of when operations are expected to start is acceptable to the chief executive;
(c) proposals for infrastructure requirements necessary to enable the mining program to proceed, or additional activities to be carried on to work out the infrastructure requirements is acceptable to the chief executive;
(d) the estimated human, technical and financial resources proposed to be committed to authorised activities for the proposed mining lease during the term of the lease, if granted, is acceptable to the chief executive; and
(e) the ML applicant has the financial and technical resources to carry out activities pursuant to the ML.
In addition to the requirements set out above, compensation must be determined before the Minister can grant a ML (see below for further details).
The Minister cannot grant or renew a ML unless compensation has been determined (whether by agreement or by determination of the Land Court) between the ML applicant and each person who is the owner of land the surface of which is the subject of the ML application and of any surface access to the ML land. Further information is set out in Part C of this Report.
At any time before a compensation agreement is made, a party may apply in writing to the chief executive to have the Land Court determine the amount of compensation and the terms, conditions and times of payment of that compensation.
During the term of a ML, the holder of the ML and any person who acts as agent or employee of the holder may enter and be within the area of the ML and upon the surface area comprised in the ML for any purposes for which the ML is granted or for any purpose permitted or required under the ML or the MR Act.
Each ML is subject to the standard conditions and the Minister may impose additional conditions, including a condition that mining operations under the ML commence within a specified period after its grant or as otherwise approved in writing by the Minister.
All minerals lawfully mined under the authority of a ML cease to be the property of the Crown and become the property of the holder of the ML subject to the rights to royalty payments under the MR Act.
The holder of a ML may apply for the Minister’s approval to mine specified minerals which are not specified in the ML at the time of the application. This can only be done where there is not another ML or MDL (or application for a ML or MDL) in respect to those specified minerals.

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The holder of a ML may also apply for the Minister’s approval for the addition of purposes not specified in the ML (other than the mining of minerals or coal), so long as such purposes are not inconsistent with the MR Act.
A ML is granted subject to conditions of grant that must be complied with by the lease holder.
The holders of granted MLs are required to pay rent on the tenements in respect of each rental year. Rental is payable in advance prior to grant in respect of the first rental year of the ML, and not later than 31 August for each rental year.
We have not undertaken any independent investigations with the DNRME beyond the publicly available resource authority reports to verify whether the rental payments for the Tenements are paid and up to date.
The Minister may cancel a ML if the ML holder has:
(a) carried out activities that are not bona fide for the purpose for which the ML was granted;
(b) failed to pay the royalty or any other moneys payable thereunder;
(c) failed to comply with any condition that is to be observed and performed by the ML holder; and
(d) failed to pay rental.
The holder of a ML must pay the prescribed royalty in respect of all minerals mined or purported to be mined under the authority of a ML. If the holder of a ML fails to pay the royalty by the date for payment, the Minister may cancel the ML or impose on the holder of the ML a penalty.
We have not undertaken any independent investigations with DNRME beyond the publicly available resource authority reports to confirm compliance by the Company with the royalty obligations.

Security prescribed by DNRME

Under the MR Act and associated policy, security is required to be paid on grant of a permit or licence or on renewal or on application for a variation.
The Searches indicate that the following security has been requested and paid in respect of the Tenements:

Tenement	Amount	Date Paid
EPM 14313	$500	18/08/2020
EPM 15359	$500	23/06/2020
EPM 15360	$500	09/07/2020
EPM 16301	$500	18/08/2020
EPM 26266	$500	18/05/2020
ML 2901	$1,500	18/08/2020
ML 2902	$2,500	18/08/2020
ML 2907	$2,500	18/08/2020

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ML 2908	$2,500	18/08/2020
ML 2957	$1,500	18/08/2020
ML 2958	$800	18/08/2020
ML 3010	$3,200	18/08/2020
ML 3011	$2,600	18/08/2020

Under the EP Act, the holder of an EA may be required to give the administering authority financial assurance (as security) for compliance with the EA, and costs or expenses referred to in the EP Act. The method for calculating financial assurance is set out in the statutory Guideline on Financial Assurance under the Environmental Protection Act. For EPMs, there are standard codes of environmental compliance under the EP Regulations, outlining how financial assurances are to be calculated. For a ML, there is an approved calculation method.
We are advised that the following financial assurances have been provided for the Tenements:

Tenement	Status	Surety
EPM 14313	Cash	$2,500
EPM 15359	Cash	$7,500
EPM 15360	Cash	Combined above
EPM 16301	Cash	$3,000
EPM 26266	Cash	$2,500
ML 2901	Cash	$646,909
ML 2902	Bond	Combined Above
ML 2907	Bond	Combined Above
ML 2908	Bond	Combined Above
ML 2957	Bond	Combined Above
ML 2958	Bond	Combined Above
ML 3010	Bond	Combined Above
ML 3011	Bond	Combined Above

We have not undertaken any independent investigations with the Department of Environment and Heritage Protection ( DEHP ) beyond publicly available information to confirm that this bank guarantee has been lodged with DEHP.

Registered dealings

Under the MR Act, third party dealings may be registered against mining tenements, which are then noted on a register maintained by DNRME.
There are no registered dealings over the Tenements.

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PART B ENVIRONMENTAL AUTHORITIES

Legislative regime

A proponent for mining and/or petroleum activities is required to obtain an EA under the EP Act before that mining or petroleum activity can be undertaken.
Under the EP Act there is a general duty not to carry out any activity that causes, or is likely to cause environmental harm unless the person takes all reasonable and practicable measures to prevent or minimise harm.
We are advised that the following EAs are in place:

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activity is to be carried out. The MR Act mentions the following activities (not an exhaustive list) as examples of a preliminary activity:

(a) walking the area of the permit or licence;
(b) driving along an existing road or track in the area;
(c) taking soil or water samples;
(d) geophysical surveying not involving site preparation;
(e) aerial, electrical or environmental surveying; and
(f) survey pegging.

Tenement	EA Number	EA Fee Due Date	EA Fee Amount	EA Type
EPM 14313	EPSX00144713	30/10/2021	$701.00	Standard
EPM 15359	EPSX00269013	03/01/2021	$701.00	Standard
EPM 15360	EPSX00269013	03/01/2021	Combined Above	Standard
EPM 16301	EPSX00301413	17/04/2021	$701.00	Standard
EPM 26266	EPSX04143716	07/05/2021	$701.00	Standard
ML 2901	EPML00870113	31/03/2021	$179,064	Standard
ML 2902	EPML00870113	31/03/2021	Combined Above	Standard - ML
ML 2907	EPML00870113	31/03/2021	Combined Above	Standard - ML
ML 2908	EPML00870113	31/03/2021	Combined Above	Standard - ML
ML 2957	EPML00870113	31/03/2021	Combined Above	Standard - ML
ML 2958	EPML00870113	31/03/2021	Combined Above	Standard - ML
ML 3010	EPML00870113	31/03/2021	Combined Above	Standard - ML
ML 3011	EPML00870113	31/03/2021	Combined Above	Standard - ML

However, if the licence holder proposes to carry out an advanced activity under the EPM, it must ensure that each owner or occupier of the land:
(a) is a party to a CCA in respect of the advanced activity and its effects;
(b) is a party to a deferral agreement (an agreement between the EPM holder and an owner or occupier of land permitting a CCA to be entered into after entry to the land);
(c) has elected to opt out from entering into a CCA or deferral agreement; or
(d) is an applicant or respondent to an application relating to the land made to the Land Court, before it may enter the land to carry out an advanced activity.
An "advanced activity" is an authorised activity for the EPM other than a preliminary activity. The MR Act mentions the following activities (not an exhaustive list) as examples of advanced activities:
(a) levelling of drilling pads and digging sumps;
(b) bulk sampling;
(c) open trenching or costeaning with an excavator;
(d) vegetation clear-felling;
(e) constructing an exploration camp, concrete pad, sewage or water;
(f) treatment facility or fuel dump;
(g) geophysical surveying with physical clearing;

PART C – CONCURRENT INTERESTS

Private Land

The Searches indicate that the Tenements encroach upon various lease hold interests.
Under the MERCP Act, where only preliminary activities are being carried out under the EPM, the licence holder must give each owner and occupier of the land a written notice of entry regarding the entry.
A "preliminary activity" is an authorised activity for the EPM that will have no impact, or only a minor impact, on the business or land use activities of any owner or occupier of the land on which the
(h) carrying out a seismic survey using explosives;
(i) constructing a track or access road; and
(j) changing a fence line.
Compensation is payable by the holder of an EPM to each owner and occupier of private land or public land that is in the authorised area of, or is access land for, the EPM (each an Eligible Claimant ) for any compensatable effect suffered by the Eligible Claimant in connection with authorised activities carried out by the EPM holder or a person authorised by the EPM holder. The MERCP Act defines “compensatable effect” to mean:
(a) in respect of land:

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  - (i) deprivation of possession of its surface;

  - (ii) diminution of its value;

  - (iii) diminution of the use made or that may be made of the land or any improvement on it;

  - (iv) severance of any part of the land from other parts of the land or from other land that the eligible claimant owns; and

  - (v) any cost, damage or loss arising from the carrying out of activities under the resource authority on the land;

(b) accounting, legal or valuation costs the Eligible Claimant necessarily and reasonably incurs to negotiate or prepare a CCA; and
(c) consequential damages the Eligible Claimant incurs because of any of the above matters.
In circumstances where agreement cannot be reached regarding the CCA, the matter can be ultimately resolved by the Land Court.
We are advised that the following CCAs are in place:

Tenement	CCA	Lot and Plan	Landholder	Expiry of CCA
EPM 14313	Yes	Lot 11/SP266613	David & Allison Woodside	For the term of the tenure
EPM 15359	Yes	Lot 11/SP266613	David & Allison Woodside	For the term of the tenure
EPM 15360	Yes	Lot 11/SP266613	David & Allison Woodside	For the term of the tenure
EPM 16301	Yes	Lot 11/SP266613	David & Allison Woodside	For the term of the tenure
EPM 26266	Yes	Lot 11/SP266613	David & Allison Woodside	For the term of the tenure

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At any time before a compensation agreement is made, a party may apply in writing to the chief executive to have the Land Court determine the amount of compensation and the terms, conditions and times of payment thereof.
We are advised that the following compensation agreements are in place:

Tenement	Comp	Lot and Plan	Land use	Landholder	Compensation
ML 2901	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 2902	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 2907	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 2908	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 2957	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 2958	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 3010	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease
ML 3011	Yes	Lot 11 on SP266613	Mining & Access	David & Allison Woodside	For the term of the lease

Environmentally sensitive areas

Exploration and mineral development projects may be restricted in environmentally sensitive areas ( ESAs ) by the conditions of an EA. ESAs are categorised as category A, category B or category C.
The Minister cannot grant or renew a ML unless compensation has been determined (whether by agreement or by determination of the Land Court) between the ML applicant and each person who is the owner of land the surface of which is the subject of the ML application and of any surface access land the subject of the ML.
A number of the Tenements encroach upon or are located in the vicinity of ESAs.
The following restrictions apply to ESAs pursuant to the EA standard conditions for exploration and mineral development projects, and will apply to the relevant EPMs:
The heads of compensation an owner of land is entitled to include:
(a) the holder of an EA must not carry out activities in a category A or B ESA;
(a) deprivation of possession of the surface of land of the owner;
(b)
diminution of the value of the land of the owner or any improvements thereon;
(c) diminution of the use made or which may be made of the land of the owner or any improvements thereon;
(d) severance of any part of the land from other parts thereof or from other land of the owner;
- (b) the holder of an EA must not carry out any activity involving machinery within 1 kilometre of a category A ESA or within 500 metres of a category B ESA; and
- (c) prior to carrying out activities in a category C ESA, the holder of the EA must consult with the relevant administering authority and the environmental protection agency.
The following restrictions apply to ESAs pursuant to the EA standard conditions for mining lease projects:
(e) any surface rights of access; and
(f) all loss or expense that arises.
(a) the holder of an EA must not carry out activities within, or within 2 km of a category A ESA; and
(b) the holder of an EA must not carry out activities within, or within 1 km of, a category B ESA.

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Prior to carrying out activities in a category C ESA, the holder of the EA must consult with the relevant administering authority and the environmental protection agency.

Constrained Land

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Queensland legislation

The Aboriginal Cultural Heritage Act 2003 (Qld) ( ACH Act ) protects Aboriginal cultural heritage across the State of Queensland, regardless of whether or not the relevant cultural heritage is recorded on the Cultural Heritage Register ( Register ) maintained by the State.
The following Tenements are subject to a restricted area:

Tenement	Constrained Land	Block & Sub-Blocks Affected	Lot & Plan
EPM 14313	RA 404	MITC 2943 0 T MITC 3016 A F	Lot 20/SP241432
EPM 15360	RA 404	MITC 3015 D P MITC 3016 V MITC 3089 L	Lot 20/SP241432
EPM 16301	RA 404	MITC 2871 U P	Lot 20/SP241432
EPM 26266	RA 404	MITC 2943 Y J U MITC 3015 E MITC 3016 L Q W MITC 3088 C D E MITC 3089 F Q V	Lot 20/SP241432

The area the subject of Restricted Area 404 ( RA404 ) are designated as future National and Regional Parks, the Minister may consider the public interest in assessing a renewal application for exploration permits in these areas.
In circumstances where the renewal does not meet the prescribed requirements, it is unlikely that the permit area within RA404 will be renewed. Requests for renewal based on the need for further exploration will not generally be considered except in exceptional circumstances and it is in the interests of the exploration permit holder to submit an application for a production tenure prior to the expiry of the current term of their exploration permit.
Only those sub-blocks of a permit which lie within or overlap areas within RA404 will be considered under this policy and this policy will not apply to whole sub-blocks outside of RA404. Where a subblock overlaps RA404, the sub-block may be renewed however it will have the portion which lies within RA404 excluded.
Tenure holders may at any time propose the voluntary relinquishment of areas within the proposed protected area.

PART D – ABORIGINAL HERITAGE

Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Federal Heritage Act applies to the Tenements. The Federal Heritage Act seeks to preserve and protect significant Aboriginal areas and objects from desecration.
The Commonwealth Minister for Indigenous Affairs may make a declaration to preserve an Aboriginal area or site of significance. Such declarations may be permanent or interim and have the potential to interfere with mining or exploration activities. Failure to comply with a declaration is an offence under the Federal Heritage Act.
Under the ACH Act, any person carrying out an activity must take all reasonable and practicable measures to ensure that the activity does not harm Aboriginal cultural heritage. This is described in the ACH Act as a “cultural heritage duty of care” ( Duty of Care ).
A failure to discharge the Duty of Care is an offence under the ACH Act.
The Duty of Care may be discharged by:
(a) acting in accordance with an approved cultural heritage management plan ( CHMP ) under Part 7 of the ACH Act;
(b) entering into and acting in accordance with a cultural heritage management agreement or native title agreement (such as an Ancillary Agreement or Indigenous Land Use Agreement ( ILUA ));
(c) complying with Native Title Protection Conditions ( NTPCs ) imposed by the State of Queensland on the grant of an exploration tenement; or
(d) complying with the statutory Cultural Heritage Duty of Care Guidelines ( Guidelines ).
The NTPCs are standard conditions imposed by the State of Queensland on tenements granted pursuant to the Native Title Act 1993 (Cth) ( NTA ) “expedited procedure” process. The conditions impose obligations on the holder for the protection of Aboriginal cultural heritage, including (among other things):
(a) the holder must not conduct any exploration activities otherwise than in accordance with the NTPCs that are likely to:
- (i) interfere directly or indirectly with the community or social activities of the native title holders for the area;
- (ii) interfere with areas or sites of particular significance to the native title holders for the area in accordance with their traditions; or
- (iii) involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land or waters concerned;
(b) the holder must notify the Aboriginal party for the area prior to conducting exploration activities in the tenement area;
(c) the Aboriginal party may require the holder to hold a meeting with the Aboriginal party and conduct a field inspection involving representatives of the Aboriginal party prior to the commencement of the exploration activity; and
(d) the Aboriginal party may require monitoring to be undertaken by Aboriginal persons during the conduct of exploration activities.
The Searches indicate that all of the Tenements are wholly located within the Cape York United Number 1 Claim Area (QC2014/008) and that the Cultural Heritage Party for the purposes of the ACH Act is the Olkola Aboriginal Corporation.

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The Searches further indicate that the following Tenements overlap recorded cultural heritage site points:

Tenement	Recorded Cultural Heritage Site Points
EPM 26266	3 x Aboriginal Intangible Places
ML 2901	2 x Aboriginal Intangible Places

The Searches indicate that each of the EPMs has been granted subject to the NTPCs, except for EPM 14313.
The Searches indicate that EPM 14313 was granted pursuant to a section 31 agreement under the NTA. We have viewed a Deed for Grant and Renewal(s) of Exploration Permit (Section 31(1)(b) of the Native Title Act 1993 (Cth)) signed in and around May 2005 between the State of Olkola People and Olkola and Thaypan People and HCC Pty Ltd (ACN 078 824 058) ( HCC ) for EPM 14313 ( Deed ). The Deed is in standard terms and authorises the grant of EPM 14313 pursuant to section 31 of the NTA. The Deed is automatically assigned upon assignment of EPM 14313 pursuant to clause 13.2 of the Deed, provided that HCC Pty Ltd discharged its obligations to the Olkola and Thaypan Peoples under any ancillary agreement.
We have also viewed an Agreement for Exploration Permits 14312 & 14313 dated 8 March 2005 between HCC and the Olkola and Thaypan Peoples ( Ancillary Agreement ). The Ancillary Agreement includes provisions for the protection of Aboriginal cultural heritage through a heritage protocol annexed to the Deed. The heritage protocol contains standard terms for heritage surveys and clearances for proposed exploration by the Olkola and Thaypan Peoples. The Ancillary Agreement provides for annual payments of $850.00 plus CPI per exploration licences for the duration of the exploration licences. It does not provide for payment of compensation for the impact of exploration on the native title rights and interests of the Olkola and Thaypan Peoples. Clause 11 of the Ancillary Agreement requires the Ancillary Agreement to be assigned in the event of the transfer of EPM 14313 and EPM 14312.
The Searches indicate that each of the MLs was granted prior to the commencement of the NTA and is not subject to the NTPCs or a registered ILUA.
We are not aware of any other existing agreements with the native title party for the ML areas. If any agreements do exist, they may contain provisions regarding the protection of Aboriginal cultural heritage in the area of the MLs.
Unless cultural heritage protection provisions apply under an existing agreement, it is mandatory for a holder to have an approved CHMP for a project that requires an Environmental Impact Statement ( EIS ) under the EP Act. Relevantly, an EIS may be required in relation to a site-specific environmental authority application.
The MLs are subject to a site-specific environmental authority ( EPML00870113 ). We have not viewed any information or documents that indicates that an EIS was required for EPML00870113 or that a CHMP has been approved or is required in relation to the MLs.
In the absence of the NTPCs, an approved CHMP, a registered ILUA or any other native title agreement(s), the Company’s Duty of Care can be discharged through compliance with the Guidelines.

PART E – NATIVE TITLE

Native Title Overview

On 3 June 1992, the High Court of Australia ( High Court ) held in Mabo v Queensland (No. 2) (1992) 175 CLR 1 ( Mabo Case ) that the common law of Australia recognises a form of Native Title.
The High Court held in the Mabo Case that Native Title rights to land will be recognised where:
(a) the persons making the claim can establish that they have a connection with the relevant land in the context of the application of traditional laws and customs, including demonstration of the existence of certain rights and privileges that attach to the land, in the period following colonialisation;
(b) these rights and privileges have been maintained continuously in the period following colonisation up until the time of the relevant claim; and
(c) the Native Title rights have not been lawfully extinguished, either by voluntary surrender to the Crown, death of the last survivor of the relevant community claiming Native Title or the grant of an interest by the Crown via legislation or executive actions that is otherwise inconsistent with the existence of Native Title (e.g. freehold or some leasehold interests in land).
Extinguishment will only be lawful if the extinguishment complies with the Racial Discrimination Act 1975 (Cth) ( Racial Discrimination Act ).
Lesser interests granted in respect of the relevant land will not extinguish existing Native Title unless the grant is inconsistent with the exercise of Native Title rights. Accordingly, unless otherwise determined, Native Title rights will coexist with the relevant interest to the extent that the interest is not inconsistent.
In response to the Mabo Case the Commonwealth Parliament responded by passing the NTA, which came into effect in January 1994.
As a statement of general principles, the NTA:
(a) provides for recognition and protection of Native Title;
(b) provides a framework of specific procedures for determining claims for Native Title such as the “right to negotiate” which allows Native Title claimants to be consulted, and seek compensation, in relation to, amongst other things, mining operations;
(c) confirms the validity of titles granted by the Commonwealth Government prior to 1994, or “past acts”, which would otherwise be invalidated upon the basis of the existence of Native Title; and
(d) establishes ways in which titles or interests granted by the Commonwealth Government after 1994, or “future acts”, affecting Native Title (e.g. the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases and the grant of pastoral leases) may proceed and how Native Title rights are protected.

Mining Access Legal is the trading name of Mining Access Legal Pty Ltd A.B.N. 36 613 019 640 Liability Limited by a scheme approved under Professional Standards Legislation

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Validity of the Tenements

Mining tenements granted since the commencement of the NTA on 1 January 1994 which affect Native Title rights and interests will be valid provided that the “future act” procedures set out below were followed by the relevant parties.
The renewal or extension of the Tenements granted since 1 January 1994 which affect Native Title rights and interests will be valid provided that requirements of section 24IC of the NTA are met. Key requirements of section 24IC of the NTA include that the initial grant of the tenement was valid and that the extension or renewal of the tenement does not create a right of exclusive possession or otherwise confer a larger proprietary interest than the initial tenement.

Future tenement grants

The future act provisions under the NTA will apply to:
(a) the conversion of any of the Tenements or any tenements acquired in the future into mining leases; or
(b) the grant of any new tenement applications in the future,

where Native Title does, or may, exist.

The valid grant of any mining tenement which may affect Native Title requires compliance with the provisions of the NTA in addition to compliance with the usual procedures under the relevant State or Territory mining legislation.
There are various procedural rights afforded to registered Native Title claimants and determined Native Title holders under the NTA, with the key right being the “right to negotiate” process. This involves publishing or advertising a notice of the proposed grant of a tenement followed by a minimum six month period of negotiation between the tenement applicant and any relevant Native Title parties. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the NNTT, which has a further six months to reach a decision. A party to a determination of the NNTT may appeal that determination to the Federal Court on a question of law. Additionally, the decision of the NNTT may be reviewed by the relevant Commonwealth Minister.
The right to negotiate process can be displaced in cases where an ILUA is negotiated with the relevant Native Title claimants and registered with the NNTT in accordance with provisions of the NTA. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the relevant mining tenement. These procedures will vary depending on the terms of the ILUA. Similarly, if any other type of agreement is reached between a mining company or other proponent and a Native Title group which allows for the grant of future tenements, the right to negotiate process will generally not have to be followed with that Native Title group (depending on the terms of the agreement) but the parties will be required to enter into a state deed pursuant to the NTA which refers to the existence of that other agreement and confirms the relevant tenement/s can be granted. The right to negotiate process may still need to be followed with other Native Title groups in circumstances where other Native Title parties hold rights under the NTA in the proposed tenement area.
An ILUA will generally contain provisions in respect of what activities may be conducted on the land the subject of the ILUA, and the compensation to be paid to the Native Title claimants for use of the land.
Once registered, an ILUA binds all parties, including all Native Title holders within the ILUA area.
The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the “expedited procedure” under the NTA applies.

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The expedited procedure applies to a future act under the NTA if:
(a) the act is not likely to interfere directly with the carrying on of the community or social activities of the persons who are the holders of Native Title in relation to the land;
(b) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the Native Title in relation to the land; and
(c) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.
When the proposed future act is considered to be one that attracts the expedited procedure, persons have until three months after the notification date to take steps to become a Native Title party in relation to the relevant act (e.g. the proposed granting of an exploration licence).
The future act may be done unless, within four months after the notification day, a Native Title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.
If an objection to the relevant future act is not lodged within the four month period, the act may be done. If one or more Native Title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is an act attracting the expedited procedure, the State or Territory may do the future act (i.e. grant a mining tenement).

Native Title Compensation

Determined Native Title holders may seek compensation under the NTA for the impact of acts affecting Native Title rights and interests after the commencement of the Racial Discrimination Act on 31 October 1975.
Compensation liability may be settled by agreement with Native Title holders, including through ILUAs (which have statutory force) and common law agreements (which do not have statutory force).

Application to the Tenements

The Searches indicate that the Tenements all wholly overlap the Cape York United Number 1 Claim (QC2014/008) ( Claim ). The Claim was registered under Part 7 of the NTA on 6 February 2015.
The Searches further indicate that each of the EPMs partly overlaps the Olkola Land Transfer ILUA (QI2014/085) between the State of Queensland, named applicants on behalf of the Olkola People and the Olkola Aboriginal Corporation. Our review of the NNTT register extract for QI2014/085 indicates that this ILUA does not contain any provisions that impact native title “future act” procedures for the grant of mining tenements or the conduct of mining activities in the ILUA area.
As noted above, the Searches indicate that each of the EPMs was granted subject to the NTA “expedited procedure” and is subject to the NTPCs, except for EPM 14313, which was granted pursuant to a section 31 agreement under the NTA. We have not sighted the section 31 agreement or any accompanying Ancillary Agreement between the Company and the Cape York United Number 1 claimants. However, we are not aware of any reason why the EPMs would be regarded as having not been validly granted.
The Searches indicate that each of the MLs was granted prior to the commencement of the NTA and were not therefore subject to the application of the NTA future act procedures at the time of grant.
The Searches further indicate that each of the MLs have been renewed since the commencement of the NTA for periods equal to or lesser than the initial period of grant. We have assumed that the

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renewal of the MLs does not confer a larger proprietary interest than the initial tenement for the purposes of section 24IC of the NTA. We are not aware of any reason why the MLs would be regarded as having not been validly renewed.

With the exception of the section 31 agreement for EPM 14313 and the ILUA, we are not aware of any native title agreements that apply to the Tenements and which may contain provisions regarding the grant of future tenements, the conduct of mining activities, and/or compensation for the impact of the grant of the Tenements on native title rights and interests.

QUALIFICATIONS AND ASSUMPTIONS

We note the following qualifications and assumptions in relation to this Report:
(a) the information in Schedules 1 and 2 are accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of a Search and the date of this Report;
(b) we have assumed that the registered holder of a Tenement has valid legal title to the relevant Tenement;
(c) we have assumed that all Searches conducted are true, accurate and complete as at the time the Searches were conducted;
(d) that where a document considered for the purposes of this Report has been provided by the Company it is a true, accurate and complete version of that document;
(e) the references in this Report to concurrent interests that overlap the Tenements are taken from details shown on the Queensland online mapping system, as relevant. No investigations have been conducted to verify the accuracy of the overlap of concurrent interests;

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(m) with respect to the granting of the Tenements, we have assumed that the State, the relevant claimant group and the applicant(s) for the Tenements have complied with, or will comply with, the applicable future act provisions in the NTA;
(n) we have not researched the Tenements to determine if there are any unregistered Aboriginal cultural heritage site, points or polygons located on or otherwise affecting the Tenements;
(o) in relation to the Native Title determinations and claims outlined in this Report, we do not express an opinion on the merits of such determinations and claims;
(p) we have not considered any further regulatory approvals that may be required under State and Commonwealth laws (for example, environmental laws) to authorise activities conducted on the Tenements; and
(q) various parties’ signatures on all agreements relating to the Tenements provided to us are authentic, and that the agreements are, and were when signed, within the capacity and powers of those who executed them. We assume that all of the agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements between the parties to each of them.

CONSENT

This Report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.
Mining Access Legal has given its written consent to the issue of the Prospectus with this Report in the form and context in which it is included, and being named as the Mining and Resources solicitor to the Company and has not withdrawn its consent prior to the lodgement of the Prospectus.
(f) the references in Schedule 1 to the areas of the Tenements are taken from details shown on the electronic registers of DNRME, as relevant. No survey was conducted to verify the accuracy of the Tenement areas;

Yours faithfully

(g) the references in Schedule 2 to the Crown land concurrent interests are taken from details shown on the electronic registers of DNRME and the Queensland online mapping system, as relevant. No action was taken to verify the accuracy of the encroachments against each of the Tenements;
(h) the references in this Report to the Native Title relating to the Tenements are taken from searches of the registers maintained by the NNTT. No action was taken to verify the accuracy of the information provided in the searches;

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Hayley McNamara Principal Mining Access Legal

(i) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and/or the information provided to us;
(j) we have assumed that all instructions and information (including contracts), whether oral or written, provided to us by the Company, its officers, employees, agents or representatives is true, accurate and complete;
(k) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain the Tenements in good standing;
(l) where any dealing in a Tenement has been lodged for registration but is not yet registered, we do not express any opinion as to whether that registration will be effected, or the consequences of non-registration;

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|Tenement/
Application
Holder/
Applicant
Shares
Applied/
Grant Date
Expiry Date
Area
Purpose/Min
erals
Next Annual
Rent
Registered
Dealings
Native Title
Native Title
Category
Heritage
EPM 14313
Pacgold
Limited
100%
13/07/2005
12/07/2024
10 sub-
blocks
(approximat
ely 30
hectares)
All minerals
other than
coal
$1649.00
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Section 31
agreement
No registered
Aboriginal or
Torres Strait
Islander (ATSI)
cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15359
Pacgold
Limited
100%
24/05/2007
23/05/2025
15 sub-
blocks
(approximat
ely 60
hectares)
All minerals
other than
coal
$2,473.50
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15360
Pacgold
Limited
100%
23/08/2007
22/08/2025
8 sub-blocks
(approximat
ely 24
hectares)
All minerals
other than
coal
$1319.20
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|Tenement/
Application
Holder/
Applicant
Shares
Applied/
Grant Date
Expiry Date
Area
Purpose/Min
erals
Next Annual
Rent
Registered
Dealings
Native Title
Native Title
Category
Heritage
EPM 14313
Pacgold
Limited
100%
13/07/2005
12/07/2024
10 sub-
blocks
(approximat
ely 30
hectares)
All minerals
other than
coal
$1649.00
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Section 31
agreement
No registered
Aboriginal or
Torres Strait
Islander (ATSI)
cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15359
Pacgold
Limited
100%
24/05/2007
23/05/2025
15 sub-
blocks
(approximat
ely 60
hectares)
All minerals
other than
coal
$2,473.50
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15360
Pacgold
Limited
100%
23/08/2007
22/08/2025
8 sub-blocks
(approximat
ely 24
hectares)
All minerals
other than
coal
$1319.20
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|Tenement/
Application
Holder/
Applicant
Shares
Applied/
Grant Date
Expiry Date
Area
Purpose/Min
erals
Next Annual
Rent
Registered
Dealings
Native Title
Native Title
Category
Heritage
EPM 14313
Pacgold
Limited
100%
13/07/2005
12/07/2024
10 sub-
blocks
(approximat
ely 30
hectares)
All minerals
other than
coal
$1649.00
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Section 31
agreement
No registered
Aboriginal or
Torres Strait
Islander (ATSI)
cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15359
Pacgold
Limited
100%
24/05/2007
23/05/2025
15 sub-
blocks
(approximat
ely 60
hectares)
All minerals
other than
coal
$2,473.50
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15360
Pacgold
Limited
100%
23/08/2007
22/08/2025
8 sub-blocks
(approximat
ely 24
hectares)
All minerals
other than
coal
$1319.20
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|Tenement/
Application
Holder/
Applicant
Shares
Applied/
Grant Date
Expiry Date
Area
Purpose/Min
erals
Next Annual
Rent
Registered
Dealings
Native Title
Native Title
Category
Heritage
EPM 14313
Pacgold
Limited
100%
13/07/2005
12/07/2024
10 sub-
blocks
(approximat
ely 30
hectares)
All minerals
other than
coal
$1649.00
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Section 31
agreement
No registered
Aboriginal or
Torres Strait
Islander (ATSI)
cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15359
Pacgold
Limited
100%
24/05/2007
23/05/2025
15 sub-
blocks
(approximat
ely 60
hectares)
All minerals
other than
coal
$2,473.50
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
EPM 15360
Pacgold
Limited
100%
23/08/2007
22/08/2025
8 sub-blocks
(approximat
ely 24
hectares)
All minerals
other than
coal
$1319.20
($164.90 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
with native
title
protection
conditions
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|© Mining Access Legal
Page | 21|
|---|---|---|---|---|
|Heritage|No registered
Aboriginal or
Torres Strait
Islander (ATSI)
cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons|No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons|No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural||
|Native Title
Category|Section 31
agreement|Granted
with native
title
protection
conditions|Granted
with native
title
protection
conditions||
|Native Title|Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)|Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)|Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)||
|Registered
Dealings|Nil|Nil|Nil||
|Next Annual
Rent|$1649.00
($164.90 per
unit)|$2,473.50
($164.90 per
unit)|$1319.20
($164.90 per
unit)||
|Purpose/Min
erals|All minerals
other than
coal|All minerals
other than
coal|All minerals
other than
coal||
|Area|10 sub-
blocks
(approximat
ely 30
hectares)|15 sub-
blocks
(approximat
ely 60
hectares)|8 sub-blocks
(approximat
ely 24
hectares)||
|Expiry Date|12/07/2024|23/05/2025|22/08/2025||
|Applied/
Grant Date|13/07/2005|24/05/2007|23/08/2007||
|Shares|100%|100%|100%||
|Holder/
Applicant|Pacgold
Limited|Pacgold
Limited|Pacgold
Limited||
|Tenement/
Application|EPM 14313|EPM 15359|EPM 15360||

==> picture [32 x 30] intentionally omitted <==

heritage site polygons	No registered ATSI cultural heritage site points No registered ATSI cultural heritage site polygons	3 registered ATSI cultural heritage site points - Aboriginal Intangible Place (DP- 0025-1) - Aboriginal Intangible Place (DP- 0043-1) - Aboriginal Intangible Place (DP- 0044-1) No registered ATSI cultural heritage site polygons
	Granted with native title protection conditions	Granted with native title protection conditions
	Falls wholly within the Cape York United Number 1 Claim (QC2014/00 8) (100%)	Falls wholly within the Cape York United Number 1 Claim (QC2014/00 8) (100%)
	Nil	Nil
	$989.40 ($164.90 per unit)	$12,367.50 ($164.90 per unit)
	All minerals other than coal	All minerals other than coal
	6 sub-blocks (approximat ely 18 hectares)	75 sub- blocks (approximat ely 225 hectares)
	13/10/2021	07/05/2022
	14/10/2008	08/05/2017
	100%	100%
	Pacgold Limited	Pacgold Limited
	EPM 16301	EPM 26266

==> picture [31 x 30] intentionally omitted <==

|ML 2901
Pacgold
Limited
100%
29/04/1982
30/04/2024
2.88
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
2 registered
ATSI cultural
heritage site
points
- Aboriginal
Intangible
Place (DP-
0025-1)
- Aboriginal
Intangible
Place (DP-
0044-1)
No registered
ATSI cultural
heritage site
polygons
ML 2902
Pacgold
Limited
100%
29/04/1982
30/04/2024
2.88
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
ML 2907
Pacgold
Limited
100%
03/06/1982
30/06/2024
2.06
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|ML 2901
Pacgold
Limited
100%
29/04/1982
30/04/2024
2.88
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
2 registered
ATSI cultural
heritage site
points
- Aboriginal
Intangible
Place (DP-
0025-1)
- Aboriginal
Intangible
Place (DP-
0044-1)
No registered
ATSI cultural
heritage site
polygons
ML 2902
Pacgold
Limited
100%
29/04/1982
30/04/2024
2.88
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
ML 2907
Pacgold
Limited
100%
03/06/1982
30/06/2024
2.06
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|ML 2901
Pacgold
Limited
100%
29/04/1982
30/04/2024
2.88
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
2 registered
ATSI cultural
heritage site
points
- Aboriginal
Intangible
Place (DP-
0025-1)
- Aboriginal
Intangible
Place (DP-
0044-1)
No registered
ATSI cultural
heritage site
polygons
ML 2902
Pacgold
Limited
100%
29/04/1982
30/04/2024
2.88
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons
ML 2907
Pacgold
Limited
100%
03/06/1982
30/06/2024
2.06
hectares
Gold
$191.10
($63.70 per
unit)
Nil
Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)
Granted
before 1
January
1994
No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural|© Mining Access Legal
Page | 23|
|---|---|---|---|
|2 registered
ATSI cultural
heritage site
points
- Aboriginal
Intangible
Place (DP-
0025-1)
- Aboriginal
Intangible
Place (DP-
0044-1)
No registered
ATSI cultural
heritage site
polygons|No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural
heritage site
polygons|No registered
ATSI cultural
heritage site
points
No registered
ATSI cultural||
|Granted
before 1
January
1994|Granted
before 1
January
1994|Granted
before 1
January
1994||
|Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)|Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)|Falls wholly
within the
Cape York
United
Number 1
Claim
(QC2014/00
8) (100%)||
|Nil|Nil|Nil||
|$191.10
($63.70 per
unit)|$191.10
($63.70 per
unit)|$191.10
($63.70 per
unit)||
|Gold|Gold|Gold||
|2.88
hectares|2.88
hectares|2.06
hectares||
|30/04/2024|30/04/2024|30/06/2024||
|29/04/1982|29/04/1982|03/06/1982||
|100%|100%|100%||
|Pacgold
Limited|Pacgold
Limited|Pacgold
Limited||
|ML 2901|ML 2902|ML 2907||


heritage site polygons	No registered ATSI cultural heritage site points No registered ATSI cultural heritage site polygons	No registered ATSI cultural heritage site points No registered ATSI cultural heritage site polygons	No registered ATSI cultural heritage site points No registered ATSI cultural heritage site polygons	No registered ATSI cultural
	Granted before 1 January 1994	Granted before 1 January 1994	Granted before 23 December 1996	Granted before 23
	Falls wholly within the Cape York United Number 1 Claim (QC2014/00 8) (100%)	Falls wholly within the Cape York United Number 1 Claim (QC2014/00 8) (100%)	Falls wholly within the Cape York United Number 1 Claim (QC2014/00 8) (100%)	Falls wholly within the Cape York United
	Nil	Nil	Nil	Nil
	$318.50 ($63.70 per unit)	$127.40 ($63.70 per unit)	$764.40 ($63.70 per unit)	$1,911.00 ($63.70 per unit)
	Gold	Gold and silver ore	Gold and silver ore	Gold
	4.03 hectares	1.60 hectares	11.43 hectares	29.52 hectares
	30/06/2024	31/03/2027	30/06/2024	30/06/2024
	03/06/1982	07/03/1985	10/04/1986	25/01/1990
	100%	100%	100%	100%
	Pacgold Limited	Pacgold Limited	Pacgold Limited	Pacgold Limited
	ML 2908	ML 2957	ML 2958	ML 3010

==> picture [31 x 30] intentionally omitted <==

heritage site points No registered ATSI cultural heritage site polygons	No registered ATSI cultural heritage site points No registered ATSI cultural heritage site polygons
December 1996	Granted before 23 December 1996
Number 1 Claim (QC2014/00 8) (100%)	Falls wholly within the Cape York United Number 1 Claim (QC2014/00 8) (100%)
	Nil
	$318.50 ($63.70 per unit)
	Living quarters, camp, workshop, machinery and storage
	4.36 hectares
	30/06/2024
	01/10/1987
	100%
	Pacgold Limited
	ML 3011

==> picture [32 x 30] intentionally omitted <==

Conditions	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.	Exclusions for EPM 14313 include: • Olkola (Kurrumbila) Regional Park 1; and • Restricted Area 404.
Description	Lot 11/SP266613; Pastoral Holding	Lot 11/SP266613; Pastoral Holding	Lot 11/SP266613; Pastoral Holding	Lot 11/SP266613; Pastoral Holding	Lot 46/SP235313; Lease of a term of years; Pastoral	Lot 47/SP235313; Lease of a term of years; Pastoral	Lot 47/SP235313; Lease of a term of years; Pastoral	Lot 47/CP846855; Other Crown Land (lease hold and reserves other than State Forest (SF), Timber Reserve (TR) or Forest Reserve (FR)); Pastoral Holding types	Lot 47/CP846855; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types
	0.39%	0.06%	14.11%	52.1%	0.85%	2.39%	6.36%	37,104.32 HA; 3.26%	19,138.41 HA; 6.34%
Area Affected

	EPM 14313
Tenement

|Solicitor’s Report – Pacgold Limited – Schedule 2 – Concurrent Interests||||||EPM 15359 is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.|EPM 15359 is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.|EPM 15359 is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.|©Mining Access Legal
Page | 27
Solicitor’s Report – Pacgold Limited – Schedule 2 – Concurrent Interests|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|The permit is subject to the Native Title Protection Conditions – the permit holder will be required to carry out
the work program and comply with the term conditions throughout the permit term.
Exclusions for EPM 15360 include:
•
Olkola (Kurrumbila) Regional Park 1; and
•
Restricted Area 404.|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||Lot 11/SP266613; Other Crown Land
(lease hold and reserves other than SF,
TR or FR); Pastoral Holding types|Lot 20/SP241432; Olkola National Park
(Cape York Peninsula Aboriginal Land)|Olkola Land Transfer ILUA (QI2014/085)|Restricted area number 404; Prohibit
applications under the MRA and
Geothermal Acts;Mineral Resources Act
1989(QLD) and_Geothermal Energy Act_
2010(QLD)|Restricted area number 441; Land use
planning;Mineral Resources Act 1989
(QLD) and_Geothermal Energy Act 2010_
(QLD)|Lot 11/SP266613; Other Crown Land
(lease hold and reserves other than SF,
TR or FR); Pastoral Holding types|Olkola Land Transfer ILUA (QI2014/085)|Restricted area number 441; Land use
planning;Mineral Resources Act 1989
(QLD) and_Geothermal Energy Act 2010_
(QLD)||Lot 11/SP266613; Pastoral Holding|Lot 46/SP235313; Lease of a term of
years; Pastoral|Lot 46/SP235313; Lease of a term of
years; Pastoral|Lot 47/SP235313; Lease of a term of
years; Pastoral|Lot 47/SP235313; Lease of a term of
years; Pastoral|Lot 11/SP266613; Other Crown Land
(lease hold and reserves other than SF,
TR or FR); Pastoral Holding types|Lot 20/SP241432; Olkola National Park
(Cape York Peninsula Aboriginal Land)|Lot 47/CP846855; Other Crown Land
(lease hold and reserves other than SF,
TR or FR); Pastoral Holding types|Olkola Land Transfer ILUA (QI2014/085)|Restricted area number 404; Prohibit
applications under the MRA and
Geothermal Acts;Mineral Resources Act|
||25,469.02 HA;
66.66%|373,230.00 HA;
19.78%|740,240.00 HA;
21.54%|19.77%|1.48%|25,469.02 HA;
99.52%|740,240.00 HA;
0.04%|0.04%||8.93%|3.17%|42.05%|3.30%|6.49%|25,469.02 HA; 8.93%|373,230.00 HA;
33.88%|37104.32442 HA;
55%|740,240.00 HA;
33.88%|33.87%|
|||||||EPM 15359||||EPM 15360||||||||||

==> picture [32 x 30] intentionally omitted <==

==> picture [9 x 269] intentionally omitted <==

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

Solicitor’s Report – Pacgold Limited – Schedule 2 – Concurrent Interests
----- End of picture text -----

==> picture [477 x 725] intentionally omitted <==

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

Page | 29
Exclusion for EPM 16301 include Restricted Area 404. Exclusion for EPM 26266 include Restricted Area 404.
Mineral Resources Act
Geothermal Energy Act Geothermal Energy Act Mineral Resources Act 1989 Geothermal Energy Act 2010
(QLD) and (QLD) (QLD) and (QLD)
1989 2010 Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 20/SP241432; Olkola National Park (Cape York Peninsula Aboriginal Land) Olkola Land Transfer ILUA (QI2014/085) Restricted area number 404; Prohibit applications under the MRA and Geothermal Acts; 1989 2010 Restricted area number 441; Land use planning; (QLD) and (QLD) Lot 11/SP266613; Pastoral Holding Lot 11/SP266613; Pastoral Holding Lot 11/SP266613; Pastoral Holding Lot 11/SP266613; Pastoral Holding
25,469.02 HA; 43% 373,230 HA; 18.43% 740,240.00 HA; 57.00% 18.43% 38.57% 14.49% 2.94% 1.14% 4.22%
EPM 16301 EPM 26266
©Mining Access Legal
----- End of picture text -----

==> picture [484 x 725] intentionally omitted <==

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

Lot 11/SP266613; Pastoral Holding Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 20/SP241432; Olkola National Park (Cape York Peninsula Aboriginal Land) Lot 46/SP235313; Lease of a term of years; Pastoral Lot 46/SP235313; Lease of a term of years; Pastoral Lot 47/SP235313; Lease of a term of years; Pastoral Lot 47/SP235313; Lease of a term of years; Pastoral Lot 47/SP235313; Lease of a term of years; Pastoral Lot 47/SP235313; Lease of a term of years; Pastoral Lot 47/SP235313; Lease of a term of years; Pastoral
17.78% 25,469.02 HA; 40.57% 373,230.00 HA; 5.23% 10.72% 9.71% 1.07% 7.28% 14.73% 1.80% 2.54%
Solicitor’s Report – Pacgold Limited – Schedule 2 – Concurrent Interests
----- End of picture text -----

==> picture [1131 x 725] intentionally omitted <==

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

Page | 31 Page | 32
the holder must have completed all feasibility studies and provide a report to the Chief Executive including all data on all resource definition activities to Joint Ore Reserves Committee (JORC) Code 2012 by the end of the renewal period; the holder shall not undertake, on the mining lease, any surface disturbance upon the constructed portion of the road, as constructed and maintained by the Cook Shire Council, unless an alternate access has been constructed to allow continued public access to all persons using the road; the alternate access must be to a standard commensurate with other roads of this type as constructed and maintained by Cook Shire Council; the holder shall not obstruct or interfere with access, through the mining lease, to all persons using the road, as constructed and maintained by the Cook Shire Council, except for where condition one applies or for mine safety purposes;
1. 2. 3. 4.
- - - - - ML 2958 is subject to the following conditions:
Lot 47/SP235313; Lease of a term of years; Pastoral Lot 47/SP235313; Lease of a term of years; Pastoral Lot 47/CP846855; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 47/CP846855; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Olkola Land Transfer ILUA (QI2014/085) Restricted area number 404; Prohibit applications under the MRA and Geothermal Acts; Mineral Resources Act 1989 (QLD) and Geothermal Energy Act 2010 (QLD) Restricted area number 441; Land use planning; Mineral Resources Act 1989 (QLD) and Geothermal Energy Act 2010 (QLD) EPM 26266; Pacgold Limited Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types
0.45% 0.07% 37,104.32 HA; 25.76 19,138.41 HA; 22.61 740,240.00 HA; 7.71% 5.22% 2.35% 225 HA; 100% 25,469.02 HA; 100% 25,469.02 HA; 100% 25,469.02 HA; 100% 25,469.02 HA; 100% 25,469.02 HA; 100% 25,469.02 HA; 100%
Solicitor’s Report – Pacgold Limited – Schedule 2 – Concurrent Interests Solicitor’s Report – Pacgold Limited – Schedule 2 – Concurrent Interests
ML 2901 ML 2902 ML 2907 ML 2908 ML 2957 ML 2958
©Mining Access Legal ©Mining Access Legal
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==> picture [32 x 30] intentionally omitted <==

The holder must have completed all feasibility studies and provide a report to the Chief Executive including all data on all resource definition activities to Joint Ore Reserves Committee (JORC) Code 2012 by the end of the renewal period.	The holder must have completed all feasibility studies and provide a report to the Chief Executive including all data on all resource definition activities to Joint Ore Reserves Committee (JORC) Code 2012 by the end of the renewal period.	The holder must have completed all feasibility studies and provide a report to the Chief Executive including all data on all resource definition activities to Joint Ore Reserves Committee (JORC) Code 2012 by the end of the renewal period.	ML 3011 is subject to the following conditions: 1. the holder shall not undertake, on the mining lease, any surface disturbance upon the constructed portion of the road, as constructed and maintained by the Cook Shire Council, unless an alternate access has been constructed to allow continued public access to all persons using the road; 2. the alternate access must be to a standard commensurate with other roads of this type as constructed and maintained by Cook Shire Council; 3. the holder shall not obstruct or interfere with access, through the mining lease, to all persons using the road, as constructed and maintained by the Cook Shire Council, except for where condition one applies or for mine safety purposes; 4. in circumstances where the holder must obstruct or interfere with access for mine safety purposes along the road, as constructed and maintained by the Cook Shire Council, the holder shall provide alternative access as prescribed at condition 1; and 5. in the event that the holder has dug up, or disturbed the surface of the road as it traverses ML 3011, the holder will, within 20 business days of the disturbance occurring, reinstate and repair the road to the condition it was in prior to any disturbance by the holder, unless alternative access is provided in accordance with condition 1.
Lot 11/SP266613; Pastoral Holding	Lot 11/SP266613; Pastoral Holding	Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types	Lot 11/SP266613; Other Crown Land (lease hold and reserves other than SF, TR or FR); Pastoral Holding types
22.03%	66.68%	25,469.02 HA; 88.71%	25,469.02 HA; 88.71%
ML 3010			ML 3011

Schedule 3 Independent Geologist’s Report

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894

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P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

INDEPENDENT GEOLOGIST REPORT FOR THE ALICE RIVER GOLD PROJECT, NORTH QUEENSLAND

Client: Pacgold Ltd Project number: P2021-19 Document status: FINAL Effective date: 31 March 2021 Document date: 18 May 2021

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DOCUMENT CONTROL AND INFORMATION

Project number: P2021-19 Document title: Independent Geologist Report for the Alice River Gold Project, North Queensland Client: Pacgold Ltd Client contact: Tony Schreck, Technical/Managing Director Document file name: P2021-19 Pacgold Alice River IGR FINAL.pdf Document status: Final Report Effective date: 31 March 2021 Document date: 18 May 2021 Derisk project manager: Mark Berry, Director – Principal Geologist Derisk contributors: Matthew White, Associate Principal Geologist Michele Pilkington, Director – Business Manager Derisk peer reviewer: Cameron Graves, Principal G eologist Authorised and signed on behalf of Derisk (for Final Documents): Derisk representative: Mark Berry MAIG [1] , MGSA [2] , AAICD [3]

This document has been commissioned by the Client and has been prepared by Derisk Geomining Consultants Pty Ltd (Derisk) for the exclusive use of the Client. The contents of this document may not be published, disclosed, or copied without the prior written consent of Derisk.

This document may not be relied upon by anyone other than the Client, and Derisk accepts no liability for any loss arising from anyone other than the Client relying on information presented in this document.

Derisk accepts no liability for the accuracy or completeness of information provided to it by the Client, however, Derisk has used reasonable endeavours to verify information provided by the Client that has contributed to the preparation of this document, including any conclusions and recommendations. The commentary, statements and opinions included in this document are provided in good faith and in the belief that they are not misleading or false. The terms of the agreement between the Client and Derisk are such that Derisk has no obligation to update this document for events after the date of this document.

If the Client wishes to publicly report technical information presented in this document in accordance with national or international public reporting codes, the Client must seek and obtain written consent from the relevant Derisk contributor(s). This consent must cover the technical information to be publicly reported, together with the form and context in which it is published by the Client.

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1 Member, Australian Institute of Geoscientists 2 Member, Geological Society of Australia 3 Affiliate, Australian Institute of Company Directors

Derisk Geomining Consultants Pty Ltd ABN 44 615 606 454 +61 4 0802 9549 +65 9084 4652 [email protected] www.deriskgeomining.com

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1	EXECUTIVE SUMMARY ........................................................................................................................ 1	EXECUTIVE SUMMARY ........................................................................................................................ 1
	1.1	Introduction ................................................................................................................................... 1
	1.2	Report Details ................................................................................................................................ 1
	1.3	Mineral Assets Location, Ownership and History.......................................................................... 1
	1.4	Exploration Targets, Mineral Resources and Ore Reserves .......................................................... 1
	1.5	Exploration Strategy and Proposed Program ................................................................................ 1
	1.6	Risks and Opportunities ................................................................................................................. 2
	1.7	Conclusions .................................................................................................................................... 2
2	INTRODUCTION .................................................................................................................................. 3
	2.1	Scope and Use of Report ............................................................................................................... 3
	2.2	Technical Assessment, Reporting Standard and Currency ............................................................ 3
	2.3	Report Authors and Contributors .................................................................................................. 3
	2.4	Site Visit ......................................................................................................................................... 3
	2.5	Statement of Independence .......................................................................................................... 3
	2.6	Methodology and Limitations ....................................................................................................... 4
	2.7	Reliance ......................................................................................................................................... 4
	2.8	Records and Indemnities ............................................................................................................... 4
3	PROJECT SUMMARY ........................................................................................................................... 5
	3.1	Ownership and Location ................................................................................................................ 5
	3.2	Access and Infrastructure .............................................................................................................. 6
	3.3	Climate ........................................................................................................................................... 6
4	TENEMENT STATUS ............................................................................................................................ 7
	4.1	Tenure ............................................................................................................................................ 7
	4.2	Tenement Standing ....................................................................................................................... 9
5	REGIONAL GEOLOGY AND MINERALISATION .................................................................................... 10
	5.1	Regional Geological Setting ......................................................................................................... 10
	5.2	Mineralisation .............................................................................................................................. 10
6	EXPLORATION STRATEGY ................................................................................................................. 13
7	PREVIOUS EXPLORATION AND MINING ............................................................................................ 15
	7.1	Summary ...................................................................................................................................... 15
	7.2	Surface Geochemical Data ........................................................................................................... 15
	7.3	Geophysical Data ......................................................................................................................... 17
	7.3.1	Induced Polarisation ................................................................................................................ 17
	7.3.2	Aeromagnetics-Radiometrics .................................................................................................. 17
	7.4	Drilling Data ................................................................................................................................. 17
	7.4.1	Pre-1995 Drilling ...................................................................................................................... 17
	7.4.2	2017 RC Drilling ....................................................................................................................... 20
	7.5	Exploration Target Estimates ....................................................................................................... 22
	7.6	Mineral Resource Estimates ........................................................................................................ 22
	7.7	Ore Reserve Estimates and Operations ....................................................................................... 23
8	WORK	COMPLETED AND TARGETS ................................................................................................... 24
	8.1	Work Completed by Pacgold ....................................................................................................... 24
	8.1.1	Reprocessing of Gradient Array IP Geophysics ....................................................................... 24
	8.1.2	Reprocessing of Airborne Magnetic-Radiometric Geophysics ................................................ 24
	8.2	Targets ......................................................................................................................................... 27
	8.2.1	Northern Target ....................................................................................................................... 29
	8.2.2	Central Target .......................................................................................................................... 30
	8.2.3	Southern Target ....................................................................................................................... 34
9	PROPOSED WORK PROGRAM AND BUDGET ..................................................................................... 37
	9.1	Exploration Program .................................................................................................................... 37
	9.2	Budget ......................................................................................................................................... 37

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10 RISKS AND OPPORTUNITIES .............................................................................................................. 39
11 CONCLUSIONS .................................................................................................................................. 40
12 PRACTITIONER/COMPETENT PERSON CONSENT ............................................................................... 41
12.1 Mark Berry – Practitioner/Specialist ........................................................................................... 41
12.2 Matthew White – Specialist and Competent Person .................................................................. 41
13 REFERENCES ..................................................................................................................................... 42
14 DEFINITIONS AND GLOSSARY ........................................................................................................... 43
APPENDIX 1. JORC CODE TABLE 1 CHECKLIST OF ASSESSMENT AND REPORTING CRITERIA ..................... 45
Section 1: Sampling Techniques and Data............................................................................................. 45
Section 2: Reporting of Exploration Results.......................................................................................... 49
APPENDIX 2. DRILLHOLE LOCATIONS ...................................................................................................... 52
APPENDIX 3. SIGNIFICANT DRILLHOLE INTERSECTIONS ........................................................................... 63

LIST OF FIGURES

Figure 3-1. Location of Alice River Gold Project. .............................................................................................. 5 Figure 3-2. Palmerville annual temperature and rainfall statistics. ................................................................. 6 Figure 4-1. Map showing Alice River Gold Project tenements, geology, and gold prospects. ......................... 8 Figure 5-1. Regional geology and mineralisation trends. ............................................................................... 11 Figure 5-2. Regional aeromagnetic image of the Alice River Gold Project area. ........................................... 12 Figure 6-1. IRGS mineralisation model with eastern Australian examples and endowment. ........................ 14 Figure 7-1. Distribution of Cyprus soil auger and BLEG sampling. ................................................................. 16 Figure 7-2. Cypress gradient array IP survey extent. ...................................................................................... 18 Figure 7-3. Drilling in the central Alice Gold Project area. ............................................................................. 19 Figure 7-4. AQ Prospect drillhole locations. ................................................................................................... 21 Figure 7-5. AQ Prospect cross-section C’-D’ showing significant gold intercepts in drillholes. ..................... 22 Figure 8-1. Reprocessed gradient array IP data with Pacgold targets (grey outlines). .................................. 25 Figure 8-2. Reprocessed and merged magnetics data (reduced-to-pole) with Pacgold target areas. ........... 26 Figure 8-3. Pacgold tenements showing the main gold targets. .................................................................... 27 Figure 8-4. Pacgold priority exploration focus with targets and significant drillhole intersections. .............. 28 Figure 8-5. Northern Target: Reprocessed gradient array IP geophysics. ...................................................... 30 Figure 8-6. Central Target: Long section of the AQ Prospect. ........................................................................ 31 Figure 8-7. Central Target: Cross section of the AQ Prospect showing open pit limit and depth extensions. ......................................................................................................................................................................... 32 Figure 8-8. Central Target: Reprocessed IP resistivity and conductivity anomalies at One Mile Prospect. .. 33 Figure 8-9. Central Target: Drillhole adjacent to IP chargeability target at One Mile Prospect. ................... 34 Figure 8-10. Southern Target: Reprocessed IP data and significant drilling intersections. ............................ 35 Figure 8-11. Southern Target: Cross Section #1 drillhole locations and gold intersections. .......................... 35 Figure 8-12. Southern Target: Cross Section #2 drillhole locations and gold intersections. .......................... 36 Figure 9-1. Proposed pole-dipole and gradient array IP geophysics survey locations. .................................. 38

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LIST OF TABLES

Table 2-1. Report contributors. ........................................................................................................................ 3 Table 4-1. Tenement status – MLs. .................................................................................................................. 7 Table 4-2. Tenement status – EPMs. ................................................................................................................ 7 Table 7-1. Surface geochemical sample database. ......................................................................................... 15 Table 7-2. Trench and costean geochemistry database. ................................................................................ 17 Table 7-3. Significant pre-1995 drillhole intervals. ......................................................................................... 20 Table 7-4. Alice River region mine production summary. .............................................................................. 23 Table 8-1. Pacgold priority targets. ................................................................................................................ 29 Table 9-1. Proposed two-year exploration program and budget (minimum raise). ...................................... 37 Table 9-2. Proposed two-year exploration program and budget (maximum raise). ..................................... 37 Table 14-1. Definitions and glossary of terms. ............................................................................................... 43

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1 EXECUTIVE SUMMARY

1.1 Introduction

In November 2020, Derisk Geomining Consultants Pty Ltd (Derisk) was engaged by Pacgold Ltd (Pacgold or the Company) to undertake an independent technical assessment and prepare an Independent Geologist Report (IGR or the Report) for the Company’s Alice River Gold Project exploration assets in north Queensland (the Project) to support its proposed Initial Public Offering (IPO) on the Australian Securities Exchange (ASX).

1.2 Report Details

Derisk has adopted the VALMIN Code[4] for the technical assessment of the Project, and the JORC Code[5] as the public reporting standard. The effective date of this Report is 31 March 2021. All values in this report are in Australian dollars (AUD or $) unless otherwise stated.

This Report has been prepared by Mark Berry and Matthew White and peer reviewed by Cameron Graves. Mark Berry is the Practitioner and Specialist (as defined by the VALMIN Code) for the IGR and was assisted by Matthew White, who is also a Specialist. Matthew White is the Competent Person (as defined by the JORC Code) for compilation of the Exploration Results presented in the IGR.

Pacgold advised Derisk that there is no new material information to inspect at any of its assets and considered that a site visit was not essential. Matthew White has visited the Project several times from 2016 to 2019 on behalf of the previous owners of the project. Derisk has reviewed the information provided by Pacgold and notes that there is no new material information since May 2019 and there is sufficient information available to allow an informed evaluation to be made without a new inspection.

Derisk confirms that its Directors, staff, contributors, and reviewers to this Report are independent of Pacgold and have no interest in the outcome of the work to be completed in this engagement. Fees paid to Derisk are on a fee-for-service basis plus reimbursement of project-related expenses. Our agreement with Pacgold excludes any provision for a success fee or related incentive.

1.3 Mineral Assets Location, Ownership and History

Pacgold holds a portfolio of eight Mining Leases (MLs) and five Exploration Permits for Minerals (EPMs) in the Alice River region of north Queensland. The tenements comprise an area of 377 km[2] at the northern end of the Northeast Queensland Mineral Province.

The Project is located approximately 400 km northwest of Cairns and 130 km west of Laura in north Queensland. Access is via sealed roads to Laura, then approximately 150 km of high-quality unsealed roads to the west of Laura. The town of Laura provides basic services and infrastructure to support exploration activities. On site, there is an exploration camp, minor infrastructure remaining from previous mining, and a nearby serviced airstrip suitable for small aircraft.

The region has a long history of exploration and mining activity since 1903. Modern exploration commenced in the 1970s and the Project area has been explored by several companies and mined by two companies. The most recent open pit mining and gold processing occurred at the main prospect called AQ (formerly Alice Queen) in 1999 to 2000.

1.4 Exploration Targets, Mineral Resources and Ore Reserves

At the effective date of this Report, Pacgold has not estimated and reported any Exploration Targets, Mineral Resources or Ore Reserves (as defined by the JORC Code) for any of its prospects. A previous company reported an Exploration Target over part of the Project area in 2017 and several companies have estimated and reported mineralisation tonnages at several prospects, but Derisk considers that none of these are compliant with the JORC Code.

1.5 Exploration Strategy and Proposed Program

The Project was acquired by Pacgold in 2020 to explore for large-scale, high-grade gold deposits, with the mineralisation model being intrusive-related gold systems (IRGS). Work completed by Pacgold to March 2021 includes:

4 Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code), 2015 5 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code), 2012

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Re-interpretation of the geochemical, geophysical and geology data.
Data capture and re-processing of a 1989 gradient array induced polarisation (IP) geophysical survey.
Re-processing of a 2017 airborne magnetic-radiometric geophysical survey.
Geological and alteration coding of drill logs.
Assessment of all data and definition of three priority target areas for exploration i.e., Northern, Central and Southern.
Design of an exploration program and budget to test the target areas.
Pacgold proposes to complete an exploration program over a two-year period ranging from AUD 2.49 M – 4.37 M depending on the IPO funds raised, that comprises:
Regional mapping including regolith mapping, focusing on the three main target zones.
Pole-dipole IP geophysical surveys over the main target areas.
Gradient array IP geophysical surveys to extend coverage north and south of the main target areas.
� Drilling of priority targets.

1.6 Risks and Opportunities

Derisk considers the key risks for Pacgold are:

Exploration risk: Pacgold may be unsuccessful in its aim of discovering an economic bulk mining gold deposit.
Land access restrictions: There are some restricted areas across the tenements, including the Olkola National Park (Cape York Peninsula Aboriginal Land) and several cultural heritage sites where exploration will be impacted.
Tenure risk: Pacgold will need to seek extensions to tenure within two years.
Funding risk: Pacgold will need to raise further funds to finance its stated exploration program for the Project for the next two years. If successful, in the longer term, detailed drilling and technical studies to define Mineral Resources and Ore Reserves will require significant funds to be raised.

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2 INTRODUCTION

2.1 Scope and Use of Report

In November 2020, Derisk was engaged by Pacgold to undertake an independent technical assessment and compile an IGR of the Company’s Alice River Gold Project exploration assets in north Queensland to support its proposed IPO on the ASX.

2.2 Technical Assessment, Reporting Standard and Currency

For this report, Derisk has adopted the VALMIN Code for the technical assessment of the Project, and the JORC Code as the public reporting standard.

The effective date of this report is 31 March 2021. All values in this report are in AUD unless otherwise stated.

2.3 Report Authors and Contributors

This Report has been prepared by Mark Berry and Matthew White and peer reviewed by Cameron Graves. Table 2-1 presents details of the role and qualifications of each of the contributors.

Table 2-1. Report contributors.

Name	Title	Years of Experience	Professional Membership	Role and Responsibility
Mark Berry	Director and Principal Geologist	40	MAIG, AAICD	Project Manager and Practitioner and Specialist
Matthew White	Associate Principal Geologist	25	MAIG	Specialist and Competent Person
Cameron Graves	Principal Geologist	30	MAIG	Internal peer review

Refer to Section 14 Definitions and Glossary for explanation of professional memberships.

The key opportunity for Pacgold is exploration discovery success at one or more of its prospect areas.

1.7 Conclusions

Pacgold has acquired a 100% interest in eight MLs and five EPMs with an area of 377 km[2] in the Alice River area of north Queensland. The Project sits at the northern end of the Northeast Queensland Mineral Province, which is highly prospective for moderate to large-sized gold systems. This gold-rich province contains several multi-million-ounce gold deposits to the south including Charters Towers, Pajingo, Kidston, and Ravenswood.

Gold mineralisation in the Alice River area is focused along the 30 km long Alice River Shear Zone, with three priority targets (Northern, Central, and Southern) identified along a 7 km zone and hosts several gold prospects, including AQ, One Mile, Peninsula King, German Jack, Big Blow, Julie Anne and Posie. Gold is generally hosted in quartz veins and minor quartz breccias up to 10 m wide.

The VALMIN Code requires that a public report on a technical assessment and valuation for mineral assets or securities must be prepared by a Practitioner, who is an Expert as defined in the Australian Corporations Act. Practitioners may be Specialists and Securities Experts.

The JORC Code requires that a public report describing a company’s Exploration Results, Mineral Resources and Ore Reserves must be based on, and fairly reflect, the information and supporting documentation prepared by a Competent Person, as defined by the JORC Code.

Mark Berry is the Practitioner and Specialist for the IGR and was assisted by Matthew White, who is also a Specialist. Matthew White is the Competent Person who compiled the Exploration Results presented in the IGR. A Practitioner statement and consent for Mark Berry and a Specialist/Competent Person statement and consent for Matthew White are provided in Section 12 of this Report.

2.4 Site Visit

Pacgold believes the Project is prospective for large high-grade gold deposits. The main mineralisation style being targeted is IRGS, specifically epithermal and breccia style gold deposits.

Pacgold has collated all readily available previous exploration data, including drilling data, and has reprocessed previous geophysical data over the Project. Digital capture of the 1989 IP geophysical data in conjunction with modern data reprocessing highlights new high priority targets not previously recognised or tested by previous exploration companies. This work has resulted in Pacgold defining a two-year exploration program at the three priority targets and proposes to spend from AUD 2.49 M – 4.37 M, depending on the IPO funds raised, with over 70% of the exploration budget devoted to drilling and related costs.

The existence of previous gold mining activity together with the exploration results achieved to date across the Project provides good support for Pacgold to apply the IRGS exploration model. The presence of highgrade gold in previous drilling supports the prospective nature of the Project. Derisk considers that the mineralisation models put forward by Pacgold for the Project are sound and defensible, and the proposed exploration program and budget is reasonable and appropriate.

Pacgold advised Derisk that there is no new material information to inspect at any of its assets and considered that a site visit was not essential.

Matthew White visited the Alice River Gold Project in May 2019 on behalf of Tinpitch Pty Ltd (Tinpitch), the previous owner of the project, and also several times in 2016 to 2018 on behalf of joint venture partner Bardoc Gold Limited (Bardoc), formerly Spitfire Materials Limited (Spitfire). Derisk has reviewed the information provided by Pacgold and notes that there is no new material information since May 2019 and there is sufficient information available to allow an informed evaluation to be made without a new inspection. Both Mark Berry and Matthew White have a good technical understanding of gold mineralisation styles in North Queensland and have reviewed several gold exploration and mining projects in the region.

2.5 Statement of Independence

Derisk confirms that its directors, staff, and all contributors to this Report are independent of Pacgold and have no interest in the outcome of the work to be completed in this engagement. Fees paid to Derisk are on a fee-for-service basis plus reimbursement of project-related expenses. Our agreement with Pacgold excludes the provision for a success fee or related incentive. The fee for preparation of this Report is AUD 16 k and payment of this fee is in no way contingent on the results of this Report.

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2.6 Methodology and Limitations

Derisk has independently analysed the data provided by Pacgold. The accuracy of the conclusions of this IGR relies on the accuracy of the supplied data. Derisk Specialists have made reasonable enquiries and exercised our judgement on the reasonable use of such data and information and have no cause to doubt the accuracy or reliability of the information provided, but we do not accept responsibility for any errors or omissions in the information supplied, and do not accept any consequential liability arising from investment or other financial decisions or actions by others.

Derisk has not independently verified the legal status of the tenements described in this Report but has relied on information provided by Pacgold regarding the legal status of the tenements. The due diligence review of the status of the tenements has been undertaken by the independent legal firm, Mining Access Legal Pty Ltd (MAL), and as such, MAL assumes no responsibility for any part of this Report.

2.7 Reliance

All advice, reports and deliverables prepared by Derisk are for the exclusive benefit of Pacgold and may not be relied on by any party other than Pacgold. Derisk understands that this Report will be made publicly available. Derisk requires that all public reports containing references to Derisk and/or Derisk advice, and all information provided by Derisk for the public report will be reviewed and approved by Derisk prior to publication – in the form and context that it will appear in the public report.

2.8 Records and Indemnities

Pacgold has been provided with all digital data files produced by Derisk during this engagement. Derisk is entitled to retain a copy of all material information upon which our report is based.

Pacgold has agreed to indemnify, defend, and hold Derisk harmless against any and all losses, claims, damages, costs, expenses, actions, demands, liabilities, or proceedings (including but not limited to thirdparty claims) howsoever arising, whether directly or indirectly out of this Agreement or the provision or nonprovision of the services, other than losses, claims, damages, costs, expenses, actions, demands, liabilities, or proceedings that are determined by a final judgement of a court of competent jurisdiction to have resulted from actions taken or omitted to be taken by Derisk illegally or in bad faith or as a result of Derisk’s gross negligence.

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3 PROJECT SUMMARY

3.1 Ownership and Location

Pacgold holds 13 tenements (eight MLs and five EPMs) with an area of 377 km[2] , located approximately 400 km northwest of Cairns, at the northern end of the Northeast Queensland Mineral Province (Figure 3-1).

Figure 3-1. Location of Alice River Gold Project.

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Source: Pacgold

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Pacgold acquired 100% ownership of the Project via an earn-in arrangement with Tinpitch, consisting of the following terms (Pacgold, 2020):

Replacement of the existing environmental bond cash backing (AUD 650 k) within 12 months of the acquisition.
Assumption of responsibility for all tenement holding costs from signing of the earn-in arrangement (approximately AUD 150 k).
Resource definition milestone payments comprising:
AUD 300 k payment on successful definition of an Indicated Mineral Resource (as defined by the JORC Code), containing at least 500 koz of gold.
AUD 750 k payment on successful definition of an Indicated Mineral Resource containing at least 750 koz of gold.
AUD 1.2 M payment on successful definition of an Indicated Mineral Resource containing at least 1.0 Moz of gold.
A 2% net smelter return royalty on future gold production from the tenements to RoyaltyOne Pty Ltd in consideration for guaranteeing the acquisition obligations of Pacgold.

Derisk has not sighted this agreement.

3.2 Access and Infrastructure

3.3 Climate

The climate of the Alice River Gold Project area is tropical with 85% of the monsoonal annual rainfall (generally around 1.0 m) occurring between November and April. The average annual temperature and rainfall data for Palmerville, approximately 60 km to the south of Laura is presented in Figure 3-2. Mean daily maximum temperatures for Palmerville range from 30 – 36�C.

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4 TENEMENT STATUS

Pacgold commissioned an independent tenement review by MAL to fulfil VALMIN Code requirements for a recent independent assessment of tenement status. The purpose of the MAL review was to determine and identify:

The interests held by the Company in the tenements.
Any third party interests, including encumbrances, in relation to the tenements.
Any material issues existing in respect of the tenements.
The good standing, or otherwise, of the tenements.
Any concurrent interests in the land the subject of the tenements, including other mining tenements, private land, pastoral leases, Native Title and Aboriginal heritage.

4.1 Tenure

Tenement details for the Portfolio are summarised in Table 4-1 (MLs) and Table 4-2 (EPMs) as at 26 March 2021 and shown in Figure 4-1. All MLs and EPMs are granted and held in the name of Pacgold.

Table 4-1. Tenement status – MLs.

Tenement	Location	Holder	Originally Granted	Current Term End	Size (km2)
ML 2901	125 km west of Laura	Pacgold Ltd	29-04-1982	30-04-2024	0.02880
ML 2902	124 km west of Laura	Pacgold Ltd	29-04-1982	30-04-2024	0.02880
ML 2907	124 km west of Laura	Pacgold Ltd	03-06-1982	30-06-2024	0.02058
ML 2908	124 km west of Laura	Pacgold Ltd	03-06-1982	30-06-2024	0.04034
ML 2957	Duckies Creek	Pacgold Ltd	07-03-1985	31-03-2027	0.01600
ML 2958	Duckies Creek	Pacgold Ltd	10-04-1986	30-06-2024	0.11430
ML 3010	125 km west of Laura	Pacgold Ltd	25-01-1990	30-06-2024	0.29520
ML 3011	124 km west of Laura	Pacgold Ltd	01-10-1987	30-06-2024	0.04400
Total Size					0.58802

Source: Modified from MAL, 2021

Figure 3-2. Palmerville annual temperature and rainfall statistics.

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Table 4-2. Tenement status – EPMs.

Tenement	Location	Holder	Originally Granted	Current Term End	Size (sub-blocks)	Size (km2)
EPM 14313	300 km northwest of Mareeba	Pacgold Ltd	13-07-2005	12-07-2024	10	33.0
EPM 15359	10 km west of Kilarney Station	Pacgold Ltd	24-05-2007	23-05-2025	15	49.5
EPM 15360	10 km northwest of Kimba Station	Pacgold Ltd	23-08-2007	22-08-2025	8	26.4
EPM 16301	West of Laura	Pacgold Ltd	14-10-2008	13-10-2021	6	19.8
EPM 26266	130 km west of Laura	Pacgold Ltd	08-05-2017	07-05-2022	75	247.5
Total Size					114	376.2

Source: Modified from MAL, 2021

Conditions are imposed on granted licences and generally include conditions relating to the environment, payment of rates, fees and charges, minimum expenditure or work provisions, and exclusions. Where licence conditions are not complied with, the holder may be subject to disciplinary action or the EPM or ML may not be renewed at the expiry of current term.

Source: https://www.weatherzone.com.au/climate/station.jsp?lt=site&lc=28004

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Figure 4-1. Map showing Alice River Gold Project tenements, geology, and gold prospects.

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

ML 3010
ML 2901
ML 2907
ML 2958
ML 2957
ML 2908
ML 3011 ML 2902
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4.2 Tenement Standing

MAL concluded that:

The tenements have been validly granted or applied for under the Mineral Resources Act 1989 (Qld).
� The searches indicated that the tenements are held by the Company.
The searches indicated that the tenements are in good standing.
The searches indicated the tenements are not subject to any registered encumbrances.
Some tenements are subject to Environmental Authorities, which have been detailed by MAL.
A number of the tenements are subject to a Conduct and Compensation Agreement, which have been detailed by MAL.
A number of the tenements are subject to Concurrent interests that have been detailed by MAL, which may restrict access to the relevant tenements.

Derisk notes that many of the tenements have been held for a substantial period of time, dating back to 1982 for some MLs and 2005 for one of the EPMs. Pacgold has developed a strategy for renewing EPMs as they approach their expiry dates. Derisk has no reason to believe that any of the EPMs will not be renewed.

Source: Pacgold

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5 REGIONAL GEOLOGY AND MINERALISATION

5.1 Regional Geological Setting

The Project area lies within the southern Savannah Province, a north–south trending belt that forms the western part of the Coen Inlier in Cape York Peninsula, north Queensland. The tenements straddle the southwestern margin of the Savannah Province, close to the boundary of the Carpentaria Basin and at the southern end of the Coen Inlier.

The Project area includes rocks of the Proterozoic Holroyd Metamorphics, which form a belt of sedimentary and igneous rocks (greenschist to amphibolite facies). These older rocks include the Sugar Bag Creek Quartzite and Carew Greenstone units. The Proterozoic rocks have been intruded by Late Silurian to Early Devonian granitoids of the Pama Igneous Province (Figure 5-1). There are multiple Pama granite bodies in this region that are also included as part of the Kintore Granite Supersuite, a pale grey biotite-muscovite granite and granodiorite containing aplite and pegmatite. Subdivisions of the Kintore Granite Supersuite include the Wulpan Granite, Imooya Granite, Culpin Granite, Dixie Granite, and several unnamed SiluroDevonian granites.

The Project lies within the Alice-Palmer Structural Zone. The Proterozoic and Palaeozoic units are cut by a series of faults, with strong northwest to north-northwest trends, including the Alice River Shear Zone. These faults contain gold mineralisation in several places, along over more than a 30 km strike length of the Alice River Shear Zone. The northwest regional structural shear zone is evident in the regional airborne magnetic image (Figure 5-2) and forms a resistivity low in the IP geophysics data.

Areas of younger Quaternary to Recent cover sedimentary sequences onlap onto significant portions of the project area, comprising a thin layer of sandy soil and transported alluvial sand cover that masks the underlying basement rocks of interest.

5.2 Mineralisation

The Northeast Queensland Mineral Province is highly prospective for moderate to large-sized gold systems. This gold-rich province contains several multi Moz gold deposits to the south e.g., Charters Towers, Pajingo, Kidston, and Ravenswood (refer to Figure 3-1).

Gold mineralisation in the Alice River area is focused along the Alice River Shear Zone. The shear zone lies largely within the Imooya Granite, a pale grey to white mica-biotite leucogranite (commonly termed an adamellite in old reports), of the Siluro-Devonian Kintore Granite Supersuite. At the north end of the Project the shear zone intersects gneisses and schists of the Sugarbag Creek Quartzite, which forms the lower part of the Mesoproterozoic Holroyd Metamorphics.

The Alice River Shear Zone hosts several gold prospects, including AQ, One Mile, Peninsula King, German Jack, Big Blow, Julie Anne and Posie (Figure 5-1). Gold is generally hosted in quartz veins and minor quartz breccias, up to 10 m wide. Gold occurs as fine free gold in quartz or associated with arsenopyrite and stibnite.

At AQ, Beckstar Pty Ltd (Beckstar) noted the presence of free gold in most of the 16 diamond drillholes completed (Beckstar, 1991) and that the gold was always in free form within quartz, away from sulphides. They observed that free gold occurs in any of the quartz veining types/phases, including very thin veinlets. In diamond drillhole ARD8, a 30 mm wide veinlet of milky quartz was observed to have over 30 small grains of fine gold and the one metre interval over which it was sampled assayed 50 g/t Au.

At Peninsula King, quartz-sericite-epidote alteration zones extend 50-70 m around the mineralised veins but generally the quartz veins display narrow alteration selvages. The weathered (oxide) zones at surface are 10 to 20 m deep.

Minor pyrite and other fine-grained sulphides (e.g., arsenopyrite, stibnite) are present as narrow bands in laminated quartz veins and disseminated within the quartz breccias. The northwest-trending quartz veins are sub-vertical to steeply dipping to the southwest in places. There are other sub-parallel quartz veins, some of which are mineralised, while others are barren.

The gold mineralising fluids probably focused into dilatational structural zones such as fault jogs, cross-faults, and shears within the leucogranite, forming zones of stockwork veins and mineralised breccias. For example, the gold mineralisation at AQ occurs as a series of en echelon north to north-northwest trending dilatational structures.

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Figure 5-1. Regional geology and mineralisation trends.

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Source: Pacgold

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Figure 5-2. Regional aeromagnetic image of the Alice River Gold Project area.

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6 EXPLORATION STRATEGY

The Project was acquired by Pacgold in 2020 to explore for large-scale, high-grade gold deposits. The main mineralisation style being targeted is IRGS, specifically epithermal and breccia style gold deposits.

IRGS have the potential to form giant, multi Moz gold deposits, with this class of gold deposit based on wellstudied examples in the Tintina Gold Belt of Yukon/Alaska (Thompson et al. 1999). Metals are derived from a central mineralising granitic intrusion and generally show a strong metal zonation. Gold can be focused more distally, up to 1-3 km from the intrusion. Most IRGS show strong associations with bismuth, tungsten, tin, tellurium, arsenic, molybdenum, and antimony. They are typically low in sulphide content and show weak areal extent of hydrothermal alteration. IRGS are generally associated with felsic plutons and stocks, of intermediate oxidation states, with both magnetite- and ilmenite-series represented. These gold systems are generally located in continental settings in-board of convergent plate margins.

Alice River Gold Pty Ltd (2013) noted that “The Alice River gold deposits display diagnostic IRGS geological, geochemical, structural and tectonic characteristics. These include a back-arc basin tectonic setting, metallogenic flavour (gold, arsenopyrite, stibnite, silver, tin and tungsten, plus minor base metals), alteration (quartz-sericite-epidote-chlorite), proximity to a source granitic pluton, and an extensive history of smallscale gold mining”.

Morrison (2017) reported that 17 known IRGS systems in Queensland each contain more than 1 Moz Au, including: Kidston (5 Moz Au), Ravenswood (3 Moz Au) and Mt Leyshon (3.5 Moz Au). Figure 6-1 presents an IRGS schematic model showing examples in eastern Australia and a likely scenario for the mineralisation currently identified at the Project.

Pacgold intends to apply the IRGS mineralisation model (epithermal and breccia style high-grade gold mineralisation) to the project area, then use relevant exploration methodologies to define new targets for drill testing along strike and deeper, beneath known gold mineralisation. Pacgold’s goal is to discover a large high-grade IRGS deposit that will progress through the value chain to development.

Previous gold mining, commencing in 1903, confirms the gold fertility of the area. Pacgold has indicated that very little modern exploration programs have been carried out at Alice River and there is no deeper drilling to test for bulk tonnage gold targets. Consequently, an opportunity exists for Pacgold to apply modern exploration technologies to test for epithermal and breccia style IRGS systems along strike and beneath know gold mineralisation.

Derisk considers that the IRGS model is applicable and the exploration strategy proposed to test this project area for IRGS mineralisation is reasonable and appropriate.

Source: GSQ digital data

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Figure 6-1. IRGS mineralisation model with eastern Australian examples and endowment.

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Source: Pacgold (after Morrison, 2014).

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7 PREVIOUS EXPLORATION AND MINING

7.1 Summary

The Project has had a long history of exploration and mining activity since 1903. A brief summary of the main stages is included below.
1903 to 1917: Gold was discovered at the Alice River Goldfield by John Dickie. Mining between 1903 and 1909 produced ~82 kg gold from ~2,420 t of ore. Total gold production up to 1917 was reported as 93.3 kg.
1970s to early 1980s: Regional exploration for gold and base metals was completed by Consolidated Mining Industries Ltd, Anaconda (Australia), and Bamboo Creek Holding Ltd.
1987 to 1990: Cyprus Gold Australia (Cyprus) pegged tenements over the Alice River Gold Project area and surrounding areas and completed regional geochemical sampling programs, ground magnetics, induced polarisation (IP) surveys, very-low-frequency electromagnetic (VLF-EM) surveys, costeaning, open hole rotary drilling, and reverse circulation (RC) drilling programs. Cyprus focused on the main gold prospects previously identified, including AQ, One Mile, Eight Mile, Peninsula King, German Jack, Big Blow and Julie Anne. Mining was undertaken at the AQ, Peninsula King, Big Blow, Julie Anne, and Tanna (also known as The Shadows), with a total of 30,330 oz gold produced from 171 kt of ore.
1991 to 1995: Cyprus joint ventured the project to Beckstar, a subsidiary of Goldminco. Beckstar completed additional drilling programs, costeaning, and estimated Mineral Resources at some prospects. Golden Plateau acquired an option to purchase 50% of the project in 1993 and completed additional drilling. Subloo International acquired Beckstar in 1994 and carried out further drilling, costeaning, and several resource estimates over the main deposits.
1996 to 1998: Subloo International and Goldminco completed soil sampling, ground magnetics geophysical surveys, costeaning and drilling at several prospects.
1999 to 2001: Mining was undertaken at the AQ and Posie deposits, with a total of 2,750 oz gold produced from 36 kt of ore by Beckstar. Production ceased due to several issues including very low gold prices.
2001 to 2013: Tinpitch acquired the project and two separate owners attempted to bring the AQ mine back into production.
2013 to 2019: Alice River Gold Pty Ltd acquired Tinpitch with the goal to conduct further exploration at Alice River. The project owners secured a joint venture with Spitfire, who managed the project from 2017 to 2019. Spitfire evaluated the previous exploration data, completed an airborne magnetic survey, and carried out an RC drilling program at AQ in 2017. Spitfire withdrew from the joint venture in December 2018 as they decided to focus on their advanced gold projects in Western Australia.

7.2 Surface Geochemical Data

Across the Alice River region, over 9,000 surface geochemical assays comprising bulk leach extractable gold (BLEG) soil sampling, auger sampling and rock chip sampling programs, plus nearly 1,500 assays from 130 trenches have been digitally captured by Pacgold and compiled into a geochemical database.

The details of the surface geochemical and trenching programs are summarised in Table 7-1 and Table 7-2 below. A map showing the distribution of auger and BLEG soil samples taken by Cyprus is shown in Figure 7-1.

Table 7-1. Surface geochemical sample database.

Company Year Source Prospects Data Type	Company Year Source Prospects Data Type	Company Year Source Prospects Data Type	Company Year Source Prospects Data Type	Company Year Source Prospects Data Type	Number of Samples
Cyprus	1987	CR17495, 496	German Jack to One Mile	Auger soil	1,284
Cyprus	1990	CR21646	White Lion to Gossan	BLEG soil	5,661
Goldminco	1996	CR29228, 229	Posie, North Posie	BLEG soil	491
Cyprus	1990	CR22502	Regional	Rock chip	356
Various	Various	GSQ	Regional	Rock chip	182
Various	Various	GSQ	Regional	Stream sediment	1,332
TOTAL					9,306

Source: Company reports (CR referenced) acquired from Queensland Government QDEX digital report library

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Figure 7-1. Distribution of Cyprus soil auger and BLEG sampling.

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(AQ)
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Table 7-2. Trench and costean geochemistry database.

Company	Year	Source	Prospects	Number of Trenches	Trench Assays	Trench No.
Bamboo	1985	CR14757	German Jack to One Mile	21	458	Costean 1 to 21
Beckstar	1995	CR27812	Peninsula King, Eureka, One Mile	9	305	OMT 1 to 7, PKT1 to 2, EuT1 to 2
Goldminco	1996	CR29228	Posie	30	721	POT 1 to 29
Beckstar	1997	CR29604	Posie, Posie North, Alaska	32	-	FT1 to 2, ST1, NPT1 to 40, AT1
TOTAL 130 1,484

Source: Company reports (CR referenced) acquired from Queensland Government QDEX digital report library

The BLEG soil samples taken by Cyprus were collected from surface, largely in sand covered areas that mask the basement geology. Consequently, Pacgold considers that some of these may not represent basement geochemical responses and are therefore not a true measure of the underlying gold potential. In addition, some of the auger-drilled samples are only a few metres deep and also ended in transported sandy cover.

Derisk considers that it will be important for Pacgold to construct a regolith map across the Project to screen soil sampling in cover areas from soil sampling over basement geology.

7.3 Geophysical Data

7.3.1 Induced Polarisation

Cyprus completed a gradient array IP survey in 1989 and Figure 7-2 illustrates the area covered by this survey. The IP resistivity lows appear to map out the alteration zones and the chargeability responses define the sulphide zones associated with gold mineralisation.

Pacgold has reprocessed this IP data and considers it is critical in identifying a new wave of exploration targets across the Project (refer to Section 8-2).

7.3.2 Aeromagnetics-Radiometrics

A detailed aeromagnetic-radiometric survey was flown over the southern part of the Alice River region in June 2017. The survey comprised 3,822-line km at a flight height of 40-50 m.

7.4 Drilling Data

7.4.1 Pre-1995 Drilling

Drilling has been completed at several prospects along the Alice River Shear Zone between 1987 and 1995, totalling 469 drillholes for 18,294.7 m drilling, and 8,322 assays. This data has been compiled by Pacgold into an Access database and includes open hole rotary drilling, RC drilling and diamond drilling programs. Rotary drilling constitutes 41.4% of the database, RC drilling is 43%, and diamond drilling is 15.6% of the database (refer to APPENDIX 2 and APPENDIX 3).

Hole depths range from 10 m to 196 m, with an average of 39 m. Whole core was assayed for diamond holes ARD1 to ARD13 in order to maximise sample size due to the presence of visible gold grains noted in most of the quartz intervals (Beckstar, 1992). Beckstar also reported that diamond holes were twinned with RC holes and concluded that the RC drilling significantly underestimated the gold grades in the mineralised intervals (Beckstar, 1991).

A map of the drillhole locations is shown in Figure 7-3 and a selection of some of the most significant gold intercepts are included in Table 7-3. These intervals are consistent with significant intervals reported by previous companies operating across the Project area.

Source: Pacgold geochemical database

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Figure 7-2. Cypress gradient array IP survey extent.

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(AQ)
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Figure 7-3. Drilling in the central Alice Gold Project area.

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Source: Pacgold digital drillhole database

Source: Pacgold digital database

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Table 7-3. Significant pre-1995 drillhole intervals.

Drillhole ID	Prospect	From (m)	To (m)	Interval (m)	Au (g/t)
ARAT-158	Big Blow	26	34	8	8.4
		16	34	18	4.6
ARAT-166	Jerry Dodds	12	16	4	11.9
ARD17	AQ	6	12	6	40.7
ARD2	AQ	43	48	5	67.3
ARD3	AQ	26	37	11	6.0
ARD7	AQ	80	84	4	13.0
ARD8	AQ	46	48	2	27.3
ARD9	AQ	87	107	20	2.2
ARRC-02	Taylors	10	14	4	27.0
ARRC-33	Julie Anne	18	22	4	111.0
		18	26	8	55.9
ARRC-45	Big Blow	32	36	4	22.7
ARRC-50	Julie Anne	42	48	6	9.7
		36	48	12	5.2
ARRC-68	AQ	28	34	6	23.7
		20	42	22	7.4
ARRC-70	AQ	30	34	4	11.2
		38	42	4	14.9
		30	46	16	6.8

Source: Pacgold digital drillhole database

Note: The cut-off grade used for reporting is 0.5 g/t Au. The intercepts are downhole lengths that have not been converted to true widths. The Au grade is quoted as the weighted average grade over the interval. No top cut was applied to high-grade samples. Intercepts may include samples <0.5 g/t Au up to 4 m length. Where repeat assays were reported by the laboratory, the average of all assays was used.

7.4.2 2017 RC Drilling

In addition to the 469 drillholes captured (302 open hole rotary and 167 RC/DD) from the pre-1995 period, digital data from a 2017 RC drill program completed by Spitfire has been acquired by Pacgold. This program was completed in joint venture with Tinpitch at the AQ Prospect, comprising 14 holes for 2,397m (refer to Figure 7-4). The program was successful in validating the older RC and diamond drilling results by previous companies and confirming the mineralisation remains open at depth.

RC holes 17AARC001 to 17AARC014 were drilled to test the mineralisation below the open pit at the AQ Prospect and to follow the mineralised zone to the north-northwest, down-plunge, towards the One Mile Prospect (Figure 7-4). Figure 7-5 presents a cross-section showing the significant gold intercepts within the drilling coverage at the AQ Prospect.

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Figure 7-4. AQ Prospect drillhole locations.

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Open pit
limits
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Source: Spitfire, 2017b

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Figure 7-5. AQ Prospect cross-section C’-D’ showing significant gold intercepts in drillholes.

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AQ Prospect open pit limits
Mineralised zone
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7.7 Ore Reserve Estimates and Operations

Derisk has not sighted any Ore Reserve estimates. Snowden (2014) reported that there have been at least two separate phases of open pit mining and processing across the Project area since the 1980s – in the late 1980s to early 1990s, and from 1999 to 2000 (Table 7-4).

Table 7-4. Alice River region mine production summary.

Year	Mining Locations	Tonnes Mined (000s)	Average Au Grade (g/t)	Minimum Au Grade (g/t)	Maximum Au Grade (g/t)	Contained Au (oz)
Late 1980s to early-1990s	AQ, Peninsula King, Big Blow, Julie Anne, Tanna (The Shadows)	171	5.6	1.5	10.4	30,330
1999 to 2000	AQ, Posie	36	2.5	-	-	2,750

Source: Snowden, 2014

Processing at site involved crushing, grinding and a carbon-in-pulp (CIP) facility, with throughput reported of 10 t per hour. A tailings storage facility and freshwater dam were also constructed to service the operation. Plant remains at site but is non-operational. Derisk considers that it is inappropriate to report any estimates for Ore Reserves within the Project area.

Source: Spitfire, 2017b

7.5 Exploration Target Estimates

In 2017, prior to conducting any exploration work, Spitfire evaluated the previous exploration data over the AQ – One Mile, Peninsula King – Big Blow – German Jack, Julie Anne, and Posie Prospects and generated an estimate of an Exploration Target (as defined by the JORC Code). Spitfire subsequently drilled 14 RC holes in the AQ – One Mile area (refer to Section 7.4.2) but did not report an update to the Exploration Target before exiting the project.

Pacgold has not assessed the validity of the Exploration Target estimated by Spitfire in light of the results generated from the 2017 drilling program. Derisk considers that the Exploration Target reported by Spitfire is no longer valid and is inappropriate to report.

7.6 Mineral Resource Estimates

Several Mineral Resource estimates covering the Project area have been reported by previous exploration companies including Cyprus and Beckstar from the early 1970s through to the mid-2000s. Estimates have been prepared for hard rock prospects e.g., AQ, One Mile, Peninsula Jack, and Julie Anne; eluvial mineralisation, and greisen-style mineralisation.

These estimates are summarised by Kettlewell (2004) and Snowden (2014). Based on the information provided to Snowden to review, Snowden considered that none of the reported estimates could be considered as compliant with the JORC Code. Derisk has not sighted any reports with descriptions and documentation supporting Mineral Resource estimates and considers that it is inappropriate to report any estimates for Mineral Resources within the Project area.

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8 WORK COMPLETED AND TARGETS

8.1 Work Completed by Pacgold

Work completed by Pacgold since acquisition of the project in 2020 includes:

Re-interpretation of the geochemical, geophysical and geology data.
Data capture and re-processing of the Cyprus 1989 gradient array IP geophysical data.
Re-processing of Spitfire airborne magnetic-radiometric survey data.
Assessment of all data and definition of three priority target areas for exploration.
Design of an exploration program and budget to test the targets.

After completion of this work, Pacgold considers that the evidence to support the IRGS prospectivity of the Project includes:

Geological and structural setting consistent with IRGS systems.
Geology, alteration assemblage and anomalous geochemistry consistent with IRGS.
Previous gold mining and drilling yielding high-grade gold mineralisation.

From this work, Pacgold has defined three main target zones within its tenements i.e., Northern, Central, and Southern areas.

8.1.1 Reprocessing of Gradient Array IP Geophysics

Cyprus completed a gradient array IP survey in 1989 over the AQ Prospect and surrounding areas (Section 7.3.1). Pacgold digitally captured the raw point data from the original resistivity and chargeability IP data maps and has generated a new set of IP images (Figure 8-1). Pacgold is the first company since Cyprus in 1989, to fully utilise the IP gradient array data in order to generate new targets. The IP resistivity lows are interpreted to map out alteration zones whilst the chargeability responses are interpreted to define sulphide zones associated with the gold mineralisation.

The coincident resistivity low/chargeability high anomaly at the One Mile Prospect, immediately north of the AQ Prospect and open pit, represents Pacgold's highest priority IP target (refer Section 8.2.2). The reprocessed IP geophysical images also show several subtle chargeability anomalies within the broader resistivity lows that are also considered by Pacgold to be high-priority targets.

Pacgold considers that the reprocessing of previous IP data has demonstrated the large scale and high prospectivity of the Alice River Shear Zone. When combined with modern sophisticated image processing techniques, Pacgold believes that new IP survey technology can be successfully applied to the Project as a direct gold mineralisation exploration tool.

8.1.2 Reprocessing of Airborne Magnetic-Radiometric Geophysics

Pacgold has reprocessed and merged the detailed Spitfire survey with the regional magnetics survey data (Figure 8-2). The survey highlights the regional extent of the Alice River Shear Zone, which forms an important target and requires additional follow up.

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Figure 8-1. Reprocessed gradient array IP data with Pacgold targets (grey outlines).

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Source: Pacgold

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Figure 8-2. Reprocessed and merged magnetics data (reduced-to-pole) with Pacgold target areas.

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Source: Pacgold

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8.2 Targets

Pacgold believes the Project contains potential IRGS targets along a 30 km strike length of the Alice River Shear Zone, which already hosts multiple gold prospects between White Lion in the south-southeast and Alaska in the north-northwest. Within this 30 km strike length, Pacgold plans to initially focus on a 7 km zone between Big Blow and Tanna. Within this zone of interest, there are three main targets i.e., Northern, Central, and Southern (Figure 8-3 and Figure 8-4).

Figure 8-3. Pacgold tenements showing the main gold targets.

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Source: Pacgold

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Figure 8-4. Pacgold priority exploration focus with targets and significant drillhole intersections.

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The target areas and prospects are defined by:

Multiple discrete IP chargeability anomalies, which are interpreted to map out near-surface sulphidegold mineralisation zones. These chargeability anomalies lie within wide zones of IP resistivity lows that are interpreted to map out the broader fluid pathway/alteration zones (refer to Figure 8-1).
Known high-grade gold mineralisation within previous mine workings and drillholes.
Areas of anomalous surface soil/auger geochemistry, particularly gold ± arsenic ± antimony.

The specific targets defined by Pacgold within these three target zones are detailed in Table 8-1 and described in the following subsections.

Table 8-1. Pacgold priority targets.

Target Area	Prospect	Description
Northern	Tanna	2 km long IP resistivity target (linear high) interpreted as a zone of silicification (quartz stockwork/veining within a broader regional mineralised structure. Entire target is concealed by shallow sand cover (<4 m) and not previously recognised or drilled.
Central	One Mile	Coincident IP chargeability high/resistivity low not previously drill tested along strike from the AQ prospect high-grade gold mineralisation and open pit. The geophysical target is also coincident with strongly elevated Au-As-Sb bedrock auger geochemistry.
	AQ	Target the down plunge extension of high-grade gold zones. The upper portion of the zone is the location of previous open pit mining.
Southern	Eureka	Strongly elevated bedrock auger Au (30 to 390 ppb Au) and As geochemistry over 800 m x 180 m located within an IP resistivity low. Previous shallow open hole drilling (<20 m) intersected numerous zones of mineralisation with very limited RC drilling follow-up.
	Julie Anne	Follow up open zones of gold mineralisation in previous shallow RC drilling. Previous intersections include shallow drilling with 10 m @ 6.2g/t Au. Broad elevated Au-As auger geochemistry extends over a zone of 400 m with limited shallow drilling completed.
	Alice	Strongly elevated Au (10 to 2,190 ppb Au) and As auger geochemistry extending over 400 m with limited previous shallow drilling within a broad IP resistivity low.
	Peninsular King - Big Blow	Coincident IP resistivity low with chargeability high with strongly elevated Au-As geochemistry and high-grade Au intersected in previous drilling, including 4 m @ 22g/t Au. Evaluate with additional IP geophysics if the chargeability target has been drill tested.

Source: Pacgold

8.2.1 Northern Target

The Northern Target is highlighted by a series of discrete linear resistivity highs within a broader resistivity low zone, in the reprocessed IP geophysical data (Figure 8-5). The linear resistivity highs are interpreted by Pacgold to potentially represent a 2 km long zone of silicification (quartz stockwork/veining) with associated gold mineralisation. Sub-cropping alteration and gold mineralisation occurs 200 m to the east of the IP zone at the Tanna Prospect with shallow open hole rotary drilling intersecting 6 m @ 4.5 g/t Au from 22 m in drillhole ARAT-282. Regional mapping indicates that much of the Northern Target is concealed by shallow sand cover less than 4 m thick. The Northern Target has not been recognised previously and is largely untested.

Source: Pacgold

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Figure 8-5. Northern Target: Reprocessed gradient array IP geophysics.

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Figure 8-6. Central Target: Long section of the AQ Prospect.

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Source: Pacgold

8.2.2 Central Target

The Central Target contains two main gold prospects (One Mile and AQ Prospects), both of which are located within granted ML's. The AQ Prospect is centred on the open pit, where mining commenced in 1903 and there were several phases of mining between 1903 and 2000. The One Mile Prospect is located 300 m along strike and to the north of the open pit.

Previous shallow open pit mining at the AQ Prospect produced over 30,000 oz Au circa 1990. Pacgold’s focus will be to investigate the extent of the high-grade gold mineralisation which is open along strike to the north and south of the pit and the down plunge extension of the mineralisation beneath the pit (Figure 8-6 and Figure 8-7).

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Figure 8-7. Central Target: Cross section of the AQ Prospect showing open pit limit and depth extensions.

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Figure 8-8. Central Target: Reprocessed IP resistivity and conductivity anomalies at One Mile Prospect.

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Source: Pacgold

This target at depth includes the down-plunge (northern) extension of the high-grade gold zones below the open pit at the AQ Prospect (refer to Figure 8-6) and represents a brownfields target, which has not been tested by previous drilling. The nearest hole is presented in Figure 8-9 (ARRC-58) that intersected 10 m of mineralisation @ 2.1 g/t Au.

Source: Pacgold

The One Mile Prospect is located 300 m along strike and to the north of the AQ open pit and represents the highest priority target for Pacgold. It is highlighted as a discrete IP chargeability high anomaly within a broad IP resistivity low (Figure 8-8), which shows coincident anomalous auger geochemistry (Au, As, Sb). The IP chargeability anomaly is interpreted to represent sulphide mineralisation within an IP resistivity low zone (structural fluid pathway/alteration zone).

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Figure 8-9. Central Target: Drillhole adjacent to IP chargeability target at One Mile Prospect.

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Source: Pacgold

8.2.3 Southern Target

Figure 8-10 illustrates the reprocessed IP resistivity and chargeability images over the Southern Target that encompasses the prospects at Eureka, Julie Anne, Alice, and Peninsula King – Big Blow. The red outline shown in Figure 8-10 represents the priority target area defined by a 1.7 km long x 200 m wide bedrock geochemical auger anomaly (gold +/- arsenic +/- antimony), which is the largest bedrock geochemical anomaly across the Project. This anomaly coincides with a broad IP geophysics resistivity low interpreted by Pacgold to represent hydrothermal alteration. Several discrete IP geophysical chargeability highs that occur within the broad resistivity low are also targets.

Pacgold interprets that the anomalies identified by previous exploration are likely to be dipping steeply to the west. These zones have not been effectively tested by much of the previous drilling that tested bedrock geochemical anomalies because this was also drilled to the west. Figure 8-11, located at the northern end of the Southern Target shows an example of the drillholes drilled from the west. Figure 8-12, located at the southern end of the Southern Target shows an example of the interpreted mineralised zone.

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Figure 8-10. Southern Target: Reprocessed IP data and significant drilling intersections.

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Section 1
Section 2
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Source: Pacgold Figure 8-11. Southern Target: Cross Section #1 drillhole locations and gold intersections.

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Source: Pacgold

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Figure 8-12. Southern Target: Cross Section #2 drillhole locations and gold intersections.

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Source: Pacgold

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9 PROPOSED WORK PROGRAM AND BUDGET

9.1 Exploration Program

Pacgold’s proposed two-year exploration program includes:

Regional geological, regolith mapping, and rock chip geochemistry along the 30 km long Alice River Shear Zone.
Detailed geological mapping and rock chip geochemistry focusing on the 7 km zone encompassing the three main target zones (Northern, Central, and Southern Targets).
Pole-dipole IP geophysics over the three main target areas.
Gradient array IP surveys to extend coverage north and south of the three main target areas.
� Drilling of priority targets, nominally:
A minimum of 500 m RC drilling at the Northern Target.
A minimum of 2,000 m RC drilling at the Central Target.
A minimum of 1,500 m RC drilling at the Southern Target.
A minimum of 2,000 m RC drilling allocation for regional exploration.

A key focus in this program is the use of IP geophysics. Detailed pole-dipole IP is planned over the three priority targets (Northern, Central, and Southern) and will be designed to achieve a depth penetration of around 350 m. Gradient array IP will be completed to extend the existing IP geophysics coverage to the north and south along the Alice River Shear Zone. Figure 9-1 shows the planned extent of the geophysics.

At all three Targets, the pole-dipole IP will be completed prior to further drilling over the entire target area in order to create a 3D IP geophysical model investigating from surface to approximately 350 m below surface. This data will represent a significant improvement on the gradient array data, which is likely to investigate to a depth of approximately 50 m.

9.2 Budget

Pacgold proposes to complete this exploration program over a two-year period. The Company is planning to raise a minimum of AUD 4.0 M and a maximum of AUD 6.0 M as part of the IPO, which will translate into an exploration expenditure ranging from AUD 2.49 M – 4.37 M. Table 9-1 summarises the work and budget assuming the minimum raise and Table 9-2 summarises the work and budget assuming the maximum raise.

Table 9-1. Proposed two-year exploration program and budget (minimum raise).

Program	Year 1 Budget (AUD 000)	Year 2 Budget (AUD 000)	Total Budget (AUD 000)
Geological mapping and geochemistry	26	0	26
Geophysics	130	0	130
Drilling	930	824	1,754
Mining and metallurgy studies	16	24	40
Tenement Fees	220	220	440
Stakeholder and environmental	50	50	100
Total	1,372	1,118	2,490

Table 9-2. Proposed two-year exploration program and budget (maximum raise).

Program	Year 1 Budget (AUD 000)	Year 2 Budget (AUD 000)	Total Budget (AUD 000)
Geological mapping and geochemistry	26	0	26
Geophysics	200	100	300
Drilling	1,761	1,670	3,431
Mining and metallurgy studies	18	32	50
Tenement Fees	220	220	440
Stakeholder and environmental	60	60	120
Total	2,285	2,082	4,367

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Pacgold has advised Derisk that the proposed budgets exceed the EPM expenditure commitments for each tenement and will keep all EPMs and MLs in good standing. Derisk has reviewed the proposed exploration program at the Project and considers it is reasonable and appropriate.

Figure 9-1. Proposed pole-dipole and gradient array IP geophysics survey locations.

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10 RISKS AND OPPORTUNITIES

Derisk considers the key risks for Pacgold are:

Exploration risk: Pacgold may be unsuccessful in its aim of discovering an economic bulk mining gold deposit.
Land access restrictions: There are some restricted areas across the tenements, including the Olkola National Park (Cape York Peninsula Aboriginal Land) and several cultural heritage sites where exploration will be impacted.
Tenure risk: Pacgold will need to seek extensions to tenure within two years.
Funding risk: Pacgold will need to raise further funds to finance its stated exploration program for the Project for the next two years. If successful, in the longer term, detailed drilling and technical studies to define Mineral Resources and Ore Reserves will require significant funds to be raised.

The key opportunity for Pacgold is exploration discovery success at one or more of its prospect areas.

Source: Pacgold

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11 CONCLUSIONS

Pacgold believes the Project is prospective for large high-grade gold deposits. The main mineralisation style being targeted is IRGS, specifically epithermal and breccia style gold deposits.

Pacgold has collated all readily available previous exploration data, including drilling data, and has reprocessed previous geophysical data over the Project. Digital capture of the 1989 IP geophysical data in conjunction with modern data reprocessing highlights new high priority targets not previously recognised or tested by previous exploration companies. This work has resulted in Pacgold defining a two-year exploration program at the three priority targets and proposes to spend from AUD 2.49 M – 4.37 M depending on the IPO funds raised, with over 70% of the exploration budget devoted to drilling and related costs.

The existence of prior gold mining activity together with the exploration results achieved to date across the Project provides good support for Pacgold to apply the IRGS exploration model. The presence of high-grade gold in previous drilling supports the prospective nature of the Project. Derisk considers that the mineralisation models put forward by Pacgold for the Project are sound and defensible, and the proposed exploration program and budget is reasonable and appropriate.

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12 PRACTITIONER/COMPETENT PERSON CONSENT

12.1 Mark Berry – Practitioner/Specialist

I, Mark Berry, confirm that I am a Principal Consultant and Director of Derisk and that I directly supervised the production of the report titled Independent Geologist Report for the Alice River Gold Project, North Queensland, held by Pacgold Ltd, with an effective date of 31 March 2021.

I confirm that my firm’s Directors, shareholders, employees, and I are independent of Pacgold Ltd, its Directors, substantial shareholders, and their associates. In addition, my firm’s Directors, substantial shareholders, employees, and I have no interest, direct or indirect, in Pacgold Ltd, its subsidiaries, or associated companies, and will not receive benefits other than remuneration paid to Derisk in connection with this independent geologist report. Remuneration paid to Derisk is not dependent on the findings of this report.

I also confirm that I am the Practitioner and Specialist for the technical assessment in this report. I am a Member of The Australian Institute of Geologists and have over 40 years of relevant experience. I have not been found in breach of any relevant rule or law of that institute, and I am not the subject of any disciplinary proceeding. I am not the subject of any investigation that might lead to a disciplinary proceeding by any regulatory authority or any professional association.

I have read and understood the requirements of the VALMIN Code and the JORC Code. I am a Competent Person as defined by the JORC Code and a Specialist as defined by the VALMIN Code, having more than the minimum experience relevant to the style of mineralisation and type of deposit described in this report, and to the activity for which I am accepting Practitioner responsibility.

I have r eviewed this report, to which this Consent Statement applies, and I consent to the release of this report.

Signature of Director and Practitioner	18 May 2021
	Date ,

12.2 Matthew White – Specialist and Competent Person

I, Matthew White, confirm that I am an Associate Principal Geologist with Derisk and that I contributed to the technical assessment in the report titled Independent Geologist Report for the Alice River Gold Project, North Queensland, held by Pacgold Ltd, with an effective date of 31 March 2021.

I confirm that I am independent of Pacgold Ltd, its Directors, substantial shareholders, and their associates. In addition, I have no interest, direct or indirect, in Pacgold Ltd, its subsidiaries, or associated companies, and will not receive benefits other than remuneration paid to Derisk in connection with this independent geologist report.

I also confirm that I am the Competent Person for the compilation of the Exploration Results presented in this report. I am a Member of The Australian Institute of Geologists and have 25 years of relevant experience. I have not been found in breach of any relevant rule or law of that institute, and I am not the subject of any disciplinary proceeding. I am not the subject of any investigation that might lead to a disciplinary proceeding by any regulatory authority or any professional association.

I have read and understood the requirements of the VALMIN Code and the JORC Code. I am a Competent Person as defined by the JORC Code and a Specialist as defined by the VALMIN Code, having more than the minimum experience that is relevant to the styles of mineralisation and types of deposits under consideration, and to the activity that I am undertaking to qualify as a Competent Person as defined in the JORC Code.

I have reviewed this report, to which this Co nsent Statement applies, and I consent to the release of this report i n the form and context in which it app ears.

Signat ure of Specialist and Competent Perso n

18 May, 2021 Date

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13 REFERENCES

Alice River Gold Pty Ltd, 2013. Information Memorandum Alice River Gold Project. 40 pp.

Australian Gold Corporation Pty Ltd, 2009. Memorandum of Information Alice River Gold Project.

Beckstar Pty Ltd, 1991. Progress report for six months to 22 August 1991 – Alice River EPM 7566.

Beckstar Pty Ltd, 1992. Progress report for six months to 22 February 1992 – Alice River EPM 7566.

Denaro, T.J. and Dhnaram, C., 2009. Queensland Minerals 2009 A survey of major mineral resources, mines, and prospects. Queensland Department of Mines and Energy.

Duck, B.H., 2006. Geological overview of the Alice River Gold Project. 47 pp.

JORC Code, 2012. Australasian code for reporting of Exploration Results, Mineral Resources and Ore Reserves. Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. December 2012.

Kettlewell & Associates, 2004. Assessment of Alice River Project. 124 pp.

Mining Access Legal, 2021. Pacgold Limited Solicitor’s Report on Mining Tenements. April 2021

Morrison G., 2017. Intrusion-Related Gold Deposits in north Queensland. https://www.jcu.edu.au/data/ assets/pdf_file/0004/597586/Intrusion-Related-Gold-Deposits_Morrison-G.pdf

Pacgold Ltd, 2020. Alice River Gold Project, Investor presentation October 2020.

Snowden Mining Industry Consultants Pty Ltd, 2014. Alice River Gold – Project Overview. Unpublished Memorandum to Tinpitch Pty Ltd, 9 December 2014.

Spitfire Materials Limited, 2017a. Alice River Gold Project, Queensland – Key tenements granted and exploration update. ASX release 26 May 2017.

Spitfire Materials Limited, 2017b. Impressive maiden drill results of up to 25 g/t confirm outstanding potential of Alice River Gold Project, Qld. ASX release 28 November 2017.

Thompson, J.F.H., Sillitoe, R.H., Baker, T.J.R. and Mortensen, J.K., 1999. Intrusion-related gold deposits associated with tungsten-tin provinces. Mineralium Deposita 34, 323-334.

VALMIN Code, 2015. Australasian code for public reporting of Technical Assessments and Valuations of mineral assets. VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists. 2015.

White Geoscience Pty Ltd, 2018. Alice River Gold Project Summary. Unpublished report prepared for Tinpitch Pty Ltd.

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14 DEFINITIONS AND GLOSSARY

Table 14-1 provides a list of the definitions used in this report together with a glossary of relevant terms and abbreviations.

Table 14-1. Definitions and glossary of terms.

Term	Description
AAICD	Affiliate of the Australian Institute of Company Directors
AQ	Alice Queen
As	arsenic
ASX	Australian Securities Exchange
Au	gold
AUD	Australian Dollar(s)
Bardoc	Bardoc Gold Limited
Beckstar	Beckstar Pty Ltd
BLEG	bulk leach extractable gold
CIP	Carbon-in-pulp
Competent Person (as defined by the JORC Code)	A minerals industry professional who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a Recognised Professional Organisation, as included in a list available on the JORC and ASX websites. These organisations have enforceable disciplinary processes including the powers to suspend or expel a member. A Competent Person must have a minimum of five years relevant experience in the style of mineralisation or type of deposit under consideration and in the activity which that person is undertaking.
Cyprus	Cyprus Gold Australia
DD	diamond drill
Derisk	Derisk Geomining Consultants Pty Ltd
EPM	Exploration permit for minerals
Exploration Results (as defined by the JORC Code)	Data and information generated by mineral exploration programmes that might be of use to investors, but which do not form part of a declaration of Mineral Resources or Ore Reserves.
g/t	grams per tonne
GPS	Global positioning system
IGR	Independent Geologist Report
IP	Induced polarisation
IPO	Initial Public Offering
IRGS	Intrusive-related gold systems
JORC	Joint Ore Reserves Committee
JORC Code	Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 edition, effective December 2012
kt	thousand tonnes
k	thousand
kg	kilogram(s)
km	kilometre(s)
km2	square kilometre(s)
koz	thousand ounces
m	metre(s)
M	Million
MAIG	Member of the Australian Institute of Geoscientists
MAL	Mining Access Legal Pty Ltd
Market Value (as defined by the VALMIN Code)	Estimated amount of money (or the cash equivalent of some other consideration) for which the mineral asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after appropriate marketing wherein the parties each acted knowledgeably, prudently and without compulsion.
Mineral Resource (as defined by the JORC Code)	A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific

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Term	Description
	geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
ML	Mining lease
mm	millimetre(s)
Modifying Factors (as defined by the JORC Code)	Considerations used to convert Mineral Resources to Ore Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.
Moz	Million ounces
Ore Reserve (as defined by the JORC Code)	The economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at prefeasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable and Proved Ore Reserves.
oz	ounces
Pacgold	Pacgold Limited
Project	The company’s Queensland mineral assets
ppb	parts per billion
Practitioner (as defined by the VALMIN Code)	Expert as defined in the Corporations Act, who prepares a public report on a technical assessment or valuation report for mineral assets. This collective term includes Specialists and Securities Experts.
Qld	Queensland
RC	reverse circulation
Sb	antimony
Specialist (as defined by the VALMIN Code)	Persons whose profession, reputation or relevant industry experience in a technical discipline (such as geology, mine engineering or metallurgy) provides them with the authority to assess or value mineral assets.
Spitfire	Spitfire Materials Limited
t	tonne(s)
Technical Value (as defined by the VALMIN Code)	An assessment of a mineral asset’s future net economic benefit at the Valuation Date under a set of assumptions deemed most appropriate by a Practitioner, excluding any premium or discount to account for market considerations.
Tinpitch	Tinpitch Pty Ltd
VALMIN Code	Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 edition, effective January 2016
VLF-EM	very-low-frequency electromagnetic
>	greater than
<	less than
%	percent

				DRILLING TECHNIQUES � Drill type (e.g., core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g., core diameter, triple or standard tube, depth of diamond tails, face-sampling bit, or other type, whether core is oriented and if so, by what method, etc). � Drilling programs were completed by Cyprus, Beckstar, Golden Plateau and Subloo International from 1987 – 1998, and by Spitfire in 2017. � A total of 469 airtrack, RC, and diamond drillholes were captured into a database for a total of 18,294.7 m drilling. Airtrack drilling makes up 41.4%, RC drilling makes up 43% and diamond drilling makes up 15.6% of the total metres drilled. � Pre-2017 drillhole depths ranged from 10 – 196 m. For the 2017 RC drilling program, hole depths ranged from 86 – 286 m.
CRITERIA JORC Code Explanation Commentary	� Sampling methods have included surface rock chip, soil, and stream sediment samples, together with drillhole samples comprising open hole percussion (airtrack), RC percussion, and diamond core samples. � Geochemistry from soil and stream sediment samples is used semi-quantitatively to guide further exploration and is not used for Mineral Resource estimation. � The accuracy of rock chip geochemistry is generally high, but these samples are often spot samples and generally not used in Mineral Resource estimation. � The quality of open hole percussion drilling is generally low because there is a likelihood of contamination of samples. Consequently, these samples are generally used to guide further exploration and are not used for Mineral Resource estimation. � The quality of RC percussion drilling is generally medium – high because the method significantly reduces the potential of contamination, unless there is a lot of groundwater or badly broken ground. Consequently, these samples can be representative of the interval drilled and can be used for Mineral Resource estimation. � The quality of diamond coring is generally medium – high because the method is designed to sample the rock mass effectively in most conditions. Consequently, these samples can be representative of the interval drilled and can be used for Mineral Resource estimation.	� No information is available documenting measures to ensure sample representativity for surface sampling methods and open hole percussion drilling methods. These methods are not used for Mineral Resource estimation. � RC drilling is an established method designed to minimise drilling-induced contamination of samples, aimed to deliver a representative sample of the interval being drilled. Diamond drilling is also an established method aimed at collecting representative samples of the interval being drilled.	� Economic gold mineralisation is measured in terms of parts per million and therefore rigorous sampling techniques must be adopted to ensure quantitative, precise measurements of gold concentration. If gold is present as medium – coarse grains, the entire sampling, sub- sampling, and analytical process must be more stringent. � At Alice River, gold can be visible and therefore there are inherent sampling problems. Procedures used to manage this problem are documented elsewhere in relevant sub-sections of this table.	� Drilling programs were completed by Cyprus, Beckstar, Golden Plateau and Subloo International from 1987 – 1998, and by Spitfire in 2017. � A total of 469 airtrack, RC, and diamond drillholes were captured into a database for a total of 18,294.7 m drilling. Airtrack drilling makes up 41.4%, RC drilling makes up 43% and diamond drilling makes up 15.6% of the total metres drilled. � Pre-2017 drillhole depths ranged from 10 – 196 m. For the 2017 RC drilling program, hole depths ranged from 86 – 286 m.
	� Nature and quality of sampling (e.g., cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.	� Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	� Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g., ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases, more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g., submarine nodules) may warrant disclosure of detailed information.	� Drill type (e.g., core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g., core diameter, triple or standard tube, depth of diamond tails, face-sampling bit, or other type, whether core is oriented and if so, by what method, etc).
	SAMPLING TECHNIUES			DRILLING TECHNIQUES

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CRITERIA JORC Code Explanation Commentary	� Diamond drilling was generally NQ size, however some larger diameter core was also collected (HQ). No information is recorded about the use of triple tube or core orientation methods. � Pre-2017 RC drilling was generally a 4.5” RC bit hammer with samples air lifted to surface for sampling. The 2017 RC drilling program used a face-sampling hammer with a 4.875” bit. � Airtrack drilling was carried out using a track mounted rig with a top-hole hammer. No information on the bit size or hole diameter was recorded.	� No information is available documenting if sample recovery for open hole percussion drilling was routinely recorded. � No information is available documenting if sample recovery of pre-2017 RC drilling was routinely recorded. � No information is available documenting if sample recovery of 2017 RC drilling was routinely recorded, however Spitfire reports there were no sample recovery problems encountered. � For diamond drilling, sample recovery was measured on a per-run basis and generally reported to be greater than 90%. � Pacgold reports that most of the Palaeozoic host rocks are competent and sample recovery is expected to be generally good, except where holes encountered faulted/fractured ground.	� No information is available documenting measures to maximise sample recovery or ensure collection of representative samples for percussion drilling methods. � Diamond core recoveries were recorded on a per-run basis, but no information is available documenting measures to maximise sample recovery e.g., the use of triple tube or appropriate drilling additives.	� No assessment has been completed to determine if there is a relationship between sample recovery and grade, and whether there is any potential for sample bias associated with the different drilling methods used to date.	� Diamond core was logged for lithology, structure, alteration, mineralisation, and veining and deemed to be appropriate for the style of mineralisation and the lithologies encountered. � Where possible, percussion chips were logged for lithology, alteration, mineralisation, and veining. � No routine photography of drill core or percussion chips is available. � Logging information for RC and diamond drilling is adequate to support Mineral Resource estimation. No geotechnical logs are available. � Information to support mining and metallurgical studies is minimal.	� Logging of core and percussion chips was mostly qualitative, except for some semi- quantitative logging of sulphide content, quartz veining and alteration content.	� Geological logs were generally completed for all drilled intervals however logging was often rudimentary and some logs were not recorded or not included in the reports.	� Diamond drill core was generally cut in half using a diamond saw or splitter. � Core was largely sampled on geological intervals, between 0.5 – 2 m however some rare sample lengths up to 5.5 m were recorded. Not all the drill core was sampled and analysed in cases where the site geologists believed the core was unmineralised.		L REPORT Page 46
		� Method of recording and assessing core and chip sample recoveries and results assessed.	� Measures taken to maximise sample recovery and ensure representative nature of the samples.	� Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	� Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	� Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	� The total length and percentage of the relevant intersections logged.	� If core, whether cut or sawn and whether quarter, half or all core taken.		FINA
		DRILL SAMPLE RECOVERY			LOGGING			SUB-SAMPLING TECHNIQUES AND SAMPLE PREPARATION		18 May 2021

		Commentary	� Pre-2017 airtrack drillhole samples were generally 2 m and collected at the hole collar and split by the field team to obtain a sample. The splitting method is not known. Some sample contamination and/or dilution is likely to have occurred with this style of drilling. No information is recorded to document if samples were dry or wet. � Pre-2017 RC drill chips were split on site to obtain 2 m samples from which approximately 2 to 3 kg was collected for submission to the laboratory. No information is recorded to document if samples were dry or wet. � For the 2017 RC drilling program sample chips were processed on site to obtain 1 m samples in logged zones containing mineralisation and/or alteration, and 3 m composite samples elsewhere in the hole. A cyclone was used to collect the RC chip samples and an 8:1 splitter was mounted below the cyclone from which approximately 2 – 3 kg of RC drill chips were taken every 1 metre. No information is recorded to document if samples were dry or wet.	� Details of the laboratory preparation of samples for the drilling campaigns were not always recorded. It is assumed that sample preparation methods used by all commercial laboratories followed the basic steps of drying, crushing, and pulverising, but details of the amount of the sample crushed and pulverised are not known. Therefore, it is not possible to assess the quality and appropriateness of the sample preparation techniques.	� No information has been recorded that documents quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.	� For some pre-2017 drilling, duplicates were submitted in some sample batches to the laboratories. � For the 2017 RC drilling program, QA/QC procedures consisted of insertion of 5 duplicates and 2 blanks per 100 samples submitted to the laboratory. The blank samples consisted of 1-2 kg of quartz sand.	� No formal assessment has been undertaken to quantify the appropriate sample size required for good quality determination of gold content, given the nature of the gold mineralisation.	� The laboratories used for the pre-2017 drilling assaying included Tetchem Labs, Analabs, and ALS. The 2017 drilling program used the ALS Townsville Laboratory. � Samples from all drilling programs were analysed by a fire assay method and AAS finish for gold using either a 30 g or 50 g charge. This is an appropriate assay method and is normally considered a total assay method, except where gold grain size is very coarse.	� No geophysical tools, spectrometers, or handheld XRF instruments have been used to date to determine chemical composition at a semi-quantitative level of accuracy.	� No details of the use of standards or certified reference materials have been reported for any of the pre-2017 drilling programs. Internal laboratory QA/QC checks and repeats were reported by the laboratory in many cases that suggests the laboratory was performing within acceptable limits. � Some high-grade gold assays from pre-2017 drilling programs were repeated using screen fire assay methods and returned similar/acceptable results.
dent Geologist Report – Alice River Gold Project		JORC Code Explanation	� If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	� For all sample types, the nature, quality, and appropriateness of the sample preparation technique.	� Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.	� Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.	� Whether sample sizes are appropriate to the grain size of the material being sampled.	� The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	� For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.	� Nature of quality control procedures adopted (e.g., standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e., lack of bias) and precision have been established.
P2021-19: Indepen Pacgold Ltd		CRITERIA						QUALITY OF ASSAY DATA AND LABORATORY TESTS

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� It has not been possible to independently verify significant intersections. � Some diamond drill cores in core trays have been located on site. However, Pacgold has not located any remaining sample material from, airtrack, RC and RAB drilling campaigns.	� For the 2017 RC drilling program, several holes were drilled in proximity to pre-2017 holes to verify the mineralisation, sampling and assaying for previous drilling.	� Pacgold has collated the drilling database and created the Alice River Gold Project Access database. This database was imported into Micromine 3d software and validated against old maps and data. � Pacgold geologists have verified the digital database from the previous drilling reports and/or original laboratory reports. Digital data has been compiled from quality scanned tables and plans included in the statutory reports. � Pacgold staff have completed field checks and confirmed the location of some drillhole collars and areas of prior gold mining with a standard GPS.	� No adjustments to assay data have been made.	� The pre-2017 drillholes were drilled on a local grid, sub-parallel to strike (oriented at 330°). Most drillhole collars were surveyed using a standard GPS, differential GPS or by a surveyor. Drillhole maps were created by previous companies and later geo-referenced to MGA Grid, zone 54, GDA94 datum. � Some pre-2017 drill collar locations were checked in the field using a standard GPS and found to be within 15 m for easting and northing MGA coordinates. Pacgold considers collar survey accuracy to be +/- 15 m for easting, northing, and elevation coordinates. � Downhole survey measurements were collected for some diamond drillholes using a downhole camera. For many of the shallow holes, only one top of hole survey was completed at the collar position, noting the azimuth and dip at the start of the hole. � For the 2017 RC drilling program the collar locations were recorded using a standard GPS. Downhole surveys measuring dip and azimuth were taken every 30 m downhole by the driller, using a digital single shot survey tool that was calibrated prior to the start of the drilling program.	� The co-ordinate system used in the Pacgold database is MGA zone 54, GDA94 Datum.	� Quality of the topographic control data is poor and is currently reliant on public domain dtat.	� The spacing of drillhole data is variable. The gold mineralisation at Alice River has generally been defined by drillholes on a cross-section line spacing, roughly perpendicular to the strike of the mineralised zones. At AQ, drilling spacing varies from 12.5 – 50 m, with an average on- section spacing of 12.5 – 50 m. Elsewhere, data spacing is greater and sparser.	� There are no Mineral Resources or Ore Reserves. � The most densely drilled prospect is AQ. With further drilling, data spacing and distribution may support Mineral Resource estimation.									� Refer to Section 4. � The Alice River Gold Project is secured by 13 tenements, including 8 granted Mining Leases (MLs), and 5 Exploration Permits for Minerals (EPMs), for total of approximately 377 square kilometres.	� Refer to Section 4 � All tenements are in good standing.	� Refer to Section 7. A summary of previous exploration and mining is presented below. � 1903: Gold mining commenced at Alice River Gold Project. � 1903 – 1917: Production of 3,244 oz Au at grade of around 38 g/t Au. � 1987 – 1998: Cyprus, Beckstar, Golden Plateau, Goldminco and Subloo International completed regional geochemical sampling programs, rock chip sampling, RAB/auger drilling, airtrack drilling, ground magnetic surveys, IP and VLF-EM geophysical surveys, costeaning programs, and numerous drilling programs (RC and diamond drilling). Several estimates of the tonnage and grade of mineralisation, not compliant with the JORC Code were made.
									Commentary	� Some sample compositing was carried out on site within some of the pre-2017 RC holes e.g., in some RC holes, Cyprus composited the 2 m drillhole samples at the top of the hole into a 10 m composite. On one occasion, one 40 m composite was made. � For the 2017 RC drilling program, in unmineralised zones 1 m samples were composited to 3 m using a sample spear. � For reporting purposes, some drillhole assay results have been composited together to report contiguous zones of mineralisation.	� Exploration drillholes were generally oriented to intersect mineralisation perpendicular to strike and angled 55° - 70° to the east-northeast to intersect the steeply dipping mineralisation zones at a high angle. � To the extent known, drilling is assumed to be unbiased.	� At some prospect areas, Pacgold believes that previous drilling has been undertaken parallel to the interpreted dip of mineralisation.	� No chain of custody was documented for pre-2017 drilling. � For the 2017 RC drilling program, samples were packaged into polyweave bags around 25 kg each, then hand-delivered by Spitfire staff to a commercial freight company in Mareeba, who then delivered the samples to ALS Townsville within 1-3 days.	� Pacgold has not completed a review of the actual sampling techniques, as this is not possible. Pacgold has reviewed company reports describing sampling techniques. Pacgold has reviewed and where practical validated the database it has complied. � Derisk has completed a review of the work Pacgold has undertaken.		Commentary

� The verification of significant intersections by either independent or alternative company personnel.	� The use of twinned holes.	� Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	� Discuss any adjustment to assay data.	� Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	� Specification of the grid system used.	� Quality and adequacy of topographic control.	� Data spacing for reporting of Exploration Results.	� Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.									� Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.	� The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	� Acknowledgment and appraisal of exploration by other parties.
									JORC Code Explanation	� Whether sample compositing has been applied.	� Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	� If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	� The measures taken to ensure sample security.	� The results of any audits or reviews of sampling techniques and data.	rting of Exploration Results	JORC Code explanation
															Section 2: Repo
VERIFICATION OF SAMPLING AND ASSAYING				LOCATION OF DATA POINTS			DATA SPACING AND DISTRIBUTION		CRITERIA		ORIENTATION OF DATA IN RELATION TO GEOLOGICAL STRUCTURE		SAMPLE SECURITY	AUDITS OR REVIEWS		CRITERIA	MINERAL TENEMENT AND LAND TENURE STATUS		EXPLORATION DONE BY OTHER PARTIES

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P2021-19: Independent Geologist Report – Alice River Gold Project
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										� The drilling was planned on local grid lines oriented perpendicular to the strike of the main shear zone.	� Drillholes were oriented perpendicular to the strike of the shear zone and angled 55° - 70° degrees towards the northeast in order to intersect the steeply dipping mineralised zones at a high angle.	� The mineralised intercepts generally intersect the interpreted dip of the mineralisation at a high angle but are not true widths.	� Refer to Section 7 and Section 8.	� Balanced reporting of Exploration Results is presented (refer to Section 7 and Section 8).	� The Alice River Gold Project includes a large amount of exploration data collected by previous companies, including regional stream sediment geochemical data, soil sample and rock chip data, geological mapping data, open hole percussion drilling data, ground magnetics, IP and VLF-EM geophysical survey data, and costean data. Much of this data has been captured and validated into a GIS database. � Metallurgical tests of selected mineralised samples including bottle roll cyanide leach tests were conducted by Golden Plateau in 1994, Goldminco in 1999, and by Tinpitch in 2005 and 2006. Gravity concentration tests were also carried out by Goldminco in 1999. Bottle roll cyanide leach testing work produced variable results. Some samples returned low recoveries, whilst other samples produced high recoveries up to 90%. Further metallurgical work is warranted.	� Refer to Section 9. � Pacgold plans to conduct surface geological mapping and geochemistry, ground geophysics and drilling across three high-priority target areas over the next two years.	� Refer to Section 8 and Section 9.
Commentary	� 1999 – 2000: A total of 2,745 oz gold was produced from 36,000 t of ore by Beckstar. � 2001: Beckstar entered Administration and Tinpitch acquired the project. � 2017: Spitfire entered a joint venture deal with Tinpitch and completed RC drilling.	� Refer to Section 5. � The Alice River Gold Project lies within the Alice-Palmer Structural Zone. Gold mineralisation is focused along regional northwest shear zones. The shear zones are largely hosted within the Imooya Granite, a pale grey to white mica-biotite leucogranite (commonly referred in the old reports as an adamellite), of the Siluro-Devonian Kintore Supersuite. At the north end of the Project area the shears intersect gneisses and schists of the Sugarbag Creek Quartzite, which forms the lower part of the Mesoproterozoic Holroyd Metamorphics. � Mineralisation is considered to be Intrusion Related Gold – epithermal style. The gold-bearing shear zones extend episodically for approximately 50 km strike length. Gold mineralisation is generally hosted in quartz veins, and minor quartz breccias, up to 10 – 15 m wide in places. Gold mineralisation is focused in linear zones up to 150 m strike length. � Gold occurs as both fine free-gold in quartz or associated with arsenopyrite and stibnite. Green-white quartz-sericite-epidote alteration zones extend 50 – 70 m around the mineralised veins at some deposits but generally the quartz veins display narrow alteration selvages. The weathered (oxide) zones at surface are around 10 – 20 m deep.	� Refer to Appendix 2 and Appendix 3.	� Refer to Appendix 2 and Appendix 3.	� The mineralised drill intersections are reported as downhole intervals and were not converted to true widths. Where gold repeats were recorded, the average of all the samples was used. True widths may be up to 50% less than drill intersections pending confirmation of mineralisation geometry. � No capping of high grades was performed in the aggregation process.	� The drill intercepts reported were calculated using a 0.5 g/t Au cut-off grade. Gold grade for the intercept was calculated as a weighted average grade. Up to 2 m (down hole) of internal waste (< 0.5 g/t Au) was included in some cases.	� No metal equivalents are reported.	REPORT Page 50	Commentary
								L
								A		� These relationships are particularly important in the reporting of Exploration Results.	� If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.	� If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g., ‘down hole length, true width not known’).	� Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	� Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	� Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	� The nature and scale of planned further work (e.g., tests for lateral extensions or depth extensions or large-scale step-out drilling).	� Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.
JORC Code explanation		� Deposit type, geological setting, and style of mineralisation.	� A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: � Easting and northing of the drill hole collar. � Elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar. � Dip and azimuth of the hole. � Down hole length and interception depth. � Hole length.	� If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	� In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g., cutting of high grades) and cut-off grades are usually Material and should be stated.	� Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.	� The assumptions used for any reporting of metal equivalent values should be clearly stated.	FIN ent Geologist Report – Alice River Gold Project	JORC Code explanation
								d
								n		RELATIONSHIP BETWEEN MINERALISATION WIDTHS AND INTERCEPT LENGTHS			DIAGRAMS	BALANCED REPORTING	OTHER SUBSTANTIVE EXPLORATION DATA	FURTHER WORK
CRITERIA		GEOLOGY	DRILL HOLE INFORMATION		DATA AGGREGATION METHODS			8 May 2021 2021-19: Indepe acgold Ltd	CRITERIA
								1 P P

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

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APPENDIX 2. DRILLHOLE LOCATIONS

HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
17ARDD001	RC	745175	8292557	122.5	60	-60	86	Spitfire
17ARRC001	RC	745183	8292610	125.4	60	-70	221	Spitfire
17ARRC002	RC	745215	8292665	125.1	59	-60	106	Spitfire
17ARRC003	RC	745084	8292684	123.3	58	-60	202	Spitfire
17ARRC004	RC	745177	8292570	123.4	59	-60	172	Spitfire
17ARRC005	RC	745192	8292560	122.9	59	-60	166	Spitfire
17ARRC006	RC	745165	8292539	121.5	59	-60	232	Spitfire
17ARRC007	RC	745210	8292525	119.8	59	-60	142	Spitfire
17ARRC008	RC	745195	8292513	119.0	59	-60	160	Spitfire
17ARRC009	RC	745189	8292487	118.2	60	-60	172	Spitfire
17ARRC010	RC	745244	8292470	118.7	59	-60	100	Spitfire
17ARRC011	RC	745254	8292445	119.4	59	-60	100	Spitfire
17ARRC012	RC	745146	8292715	123.2	62	-60	220	Spitfire
17ARRC013	RC	745112	8292622	124.8	59	-58	286	Spitfire
17ARRC014	RC	745204	8292710	124.1	59	-60	118	Spitfire
ARAT-001	AT	746242	8290068	125.4	60	-61	30	Cyprus
ARAT-002	AT	745031	8293035	130.0	60	-59	18	Cyprus
ARAT-003	AT	745126	8293061	130.2	60	-58	20	Cyprus
ARAT-004	AT	745172	8292973	126.0	60	-59	15	Cyprus
ARAT-005	AT	745187	8292815	125.9	60	-60	20	Cyprus
ARAT-006	AT	745196	8292819	125.9	60	-59	12	Cyprus
ARAT-007	AT	745200	8292822	126.4	60	-58	15	Cyprus
ARAT-008	AT	745207	8292825	126.4	60	-59	20	Cyprus
ARAT-009	AT	745219	8292830	125.3	60	-60	20	Cyprus
ARAT-010	AT	745225	8292833	125.3	60	-59	20	Cyprus
ARAT-011	AT	745233	8292837	125.6	60	-60	12	Cyprus
ARAT-012	AT	745240	8292839	125.6	60	-61	24	Cyprus
ARAT-013	AT	745068	8292758	124.3	240	-58	20	Cyprus
ARAT-014	AT	744999	8292670	125.8	240	-58	16	Cyprus
ARAT-015	AT	745219	8292776	127.3	60	-61	16	Cyprus
ARAT-016	AT	745242	8292676	128.3	60	-61	18	Cyprus
ARAT-017	AT	745046	8292473	120.8	240	-62	18	Cyprus
ARAT-018	AT	745159	8292472	121.4	240	-60	16	Cyprus
ARAT-019	AT	745092	8292440	120.9	240	-58	21	Cyprus
ARAT-020	AT	745083	8292381	121.3	60	-57	18	Cyprus
ARAT-021	AT	745130	8292294	122.7	60	-62	18	Cyprus
ARAT-022	AT	745315	8292217	123.0	60	-62	18	Cyprus
ARAT-023	AT	745318	8292246	122.1	240	-63	16	Cyprus
ARAT-024	AT	745409	8292096	123.9	60	-59	16	Cyprus
ARAT-025	AT	745339	8292066	125.9	60	-56	16	Cyprus
ARAT-026	AT	745294	8291987	126.2	60	-61	20	Cyprus
ARAT-027	AT	745411	8291604	138.1	60	-61	16	Cyprus
ARAT-028	AT	745646	8291319	140.8	240	-57	18	Cyprus
ARAT-029	AT	745639	8291315	141.4	240	-60	14	Cyprus
ARAT-030	AT	745633	8291312	141.4	240	-58	18	Cyprus

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HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARAT-031	AT	745627	8291309	141.5	240	-59	20	Cyprus
ARAT-032	AT	745524	8291201	138.1	240	-60	21	Cyprus
ARAT-033	AT	745736	8291308	139.3	240	-60	30	Cyprus
ARAT-034	AT	745723	8291302	139.3	240	-58	20	Cyprus
ARAT-035	AT	745714	8291298	140.2	240	-60	20	Cyprus
ARAT-036	AT	745673	8291277	141.3	240	-59	30	Cyprus
ARAT-037	AT	745785	8291222	138.2	240	-57	30	Cyprus
ARAT-038	AT	745743	8291201	138.6	240	-60	30	Cyprus
ARAT-039	AT	745811	8291235	138.1	240	-60	30	Cyprus
ARAT-040	AT	745798	8291229	138.4	240	-60	30	Cyprus
ARAT-041	AT	745772	8291216	138.3	240	-60	30	Cyprus
ARAT-042	AT	745760	8291210	138.3	240	-60	20	Cyprus
ARAT-043	AT	745751	8291205	138.3	240	-61	20	Cyprus
ARAT-044	AT	745730	8291194	138.6	240	-61	30	Cyprus
ARAT-045	AT	745607	8291133	134.5	240	-62	30	Cyprus
ARAT-046	AT	745594	8291126	131.9	240	-62	22	Cyprus
ARAT-047	AT	745585	8291122	131.9	240	-60	30	Cyprus
ARAT-048	AT	745574	8291116	131.9	240	-62	18	Cyprus
ARAT-049	AT	745566	8291112	132.1	240	-62	22	Cyprus
ARAT-050	AT	745557	8291108	132.1	240	-62	21	Cyprus
ARAT-051	AT	745540	8291099	130.1	60	-59	20	Cyprus
ARAT-052	AT	745514	8291088	130.6	60	-61	21	Cyprus
ARAT-053	AT	745505	8291081	131.4	240	-61	30	Cyprus
ARAT-054	AT	745860	8291205	138.7	240	-60	20	Cyprus
ARAT-055	AT	745851	8291200	138.7	240	-59	30	Cyprus
ARAT-056	AT	745837	8291193	138.7	240	-61	20	Cyprus
ARAT-057	AT	745829	8291189	138.3	240	-60	20	Cyprus
ARAT-058	AT	745820	8291185	138.3	240	-61	30	Cyprus
ARAT-059	AT	745778	8291163	137.7	240	-60	20	Cyprus
ARAT-060	AT	745767	8291158	136.0	240	-60	26	Cyprus
ARAT-061	AT	745757	8291153	125.2	240	-60	20	Cyprus
ARAT-062	AT	745748	8291149	136.0	240	-60	20	Cyprus
ARAT-063	AT	745717	8291133	135.5	240	-61	20	Cyprus
ARAT-064	AT	745709	8291129	133.0	240	-60	20	Cyprus
ARAT-065	AT	745700	8291124	133.0	240	-62	28	Cyprus
ARAT-066	AT	745688	8291118	133.0	240	-58	30	Cyprus
ARAT-067	AT	745666	8291107	132.7	60	-60	20	Cyprus
ARAT-068	AT	745667	8291108	132.7	240	-59	20	Cyprus
ARAT-069	AT	745659	8291103	132.7	240	-59	20	Cyprus
ARAT-070	AT	745650	8291099	130.2	240	-60	14	Cyprus
ARAT-071	AT	745638	8291093	130.2	60	-60	20	Cyprus
ARAT-072	AT	745638	8291093	130.2	240	-61	26	Cyprus
ARAT-073	AT	745873	8291156	139.0	240	-59	23	Cyprus
ARAT-074	AT	745863	8291151	138.3	240	-61	30	Cyprus
ARAT-075	AT	745741	8291090	131.6	240	-55	20	Cyprus
ARAT-076	AT	745724	8291081	131.6	60	-58	18	Cyprus
ARAT-077	AT	745724	8291081	131.6	240	-59	30	Cyprus

FINAL REPORT

18 May 2021

Page 52

18 May 2021

Page 53

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

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HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARAT-078	AT	745652	8291045	128.3	60	-58	23	Cyprus
ARAT-079	AT	745662	8291050	128.6	60	-60	20	Cyprus
ARAT-080	AT	745671	8291054	128.6	60	-60	20	Cyprus
ARAT-081	AT	745680	8291059	128.6	60	-61	20	Cyprus
ARAT-082	AT	745601	8291030	126.8	60	-61	30	Cyprus
ARAT-083	AT	745907	8291118	138.1	240	-60	30	Cyprus
ARAT-084	AT	745895	8291112	137.6	240	-60	30	Cyprus
ARAT-085	AT	745882	8291105	137.6	240	-60	20	Cyprus
ARAT-086	AT	745873	8291101	137.6	240	-59	28	Cyprus
ARAT-087	AT	745834	8291081	134.3	240	-58	20	Cyprus
ARAT-088	AT	745763	8291045	130.6	60	-62	18	Cyprus
ARAT-089	AT	745755	8291041	130.6	240	-66	20	Cyprus
ARAT-090	AT	745750	8291039	130.6	240	-58	15	Cyprus
ARAT-091	AT	745738	8291032	128.2	60	-63	20	Cyprus
ARAT-092	AT	745707	8290962	125.6	240	-60	30	Cyprus
ARAT-093	AT	745743	8290925	125.3	240	-58	24	Cyprus
ARAT-094	AT	745733	8290919	125.3	240	-58	18	Cyprus
ARAT-095	AT	745725	8290916	125.3	240	-61	18	Cyprus
ARAT-096	AT	745717	8290911	124.9	240	-60	20	Cyprus
ARAT-097	AT	745709	8290907	124.7	240	-61	20	Cyprus
ARAT-098	AT	745582	8290843	123.1	240	-60	18	Cyprus
ARAT-099	AT	745659	8290829	123.3	60	-60	18	Cyprus
ARAT-100	AT	745666	8290833	123.3	60	-58	18	Cyprus
ARAT-101	AT	745864	8290986	128.7	240	-52	15	Cyprus
ARAT-102	AT	745857	8290982	128.7	240	-51	30	Cyprus
ARAT-103	AT	745823	8290965	126.8	60	-51	15	Cyprus
ARAT-104	AT	745831	8290968	126.8	60	-51	20	Cyprus
ARAT-105	AT	745811	8290959	126.8	60	-48	20	Cyprus
ARAT-106	AT	745801	8290954	126.5	60	-50	20	Cyprus
ARAT-107	AT	745859	8290927	125.9	240	-51	30	Cyprus
ARAT-108	AT	745875	8290936	126.2	240	-51	18	Cyprus
ARAT-109	AT	745887	8290941	126.2	240	-53	20	Cyprus
ARAT-110	AT	745860	8290927	125.9	60	-53	20	Cyprus
ARAT-111	AT	745933	8290854	124.7	240	-52	30	Cyprus
ARAT-112	AT	745916	8290846	124.0	240	-50	30	Cyprus
ARAT-113	AT	746115	8290447	124.1	60	-50	22	Cyprus
ARAT-114	AT	746127	8290453	123.9	60	-50	20	Cyprus
ARAT-115	AT	746138	8290459	124.2	60	-50	20	Cyprus
ARAT-116	AT	746149	8290466	124.2	60	-52	20	Cyprus
ARAT-117	AT	746161	8290470	124.2	60	-50	20	Cyprus
ARAT-118	AT	746172	8290476	124.2	60	-52	20	Cyprus
ARAT-119	AT	746188	8290424	124.3	60	-51	30	Cyprus
ARAT-120	AT	746222	8290363	124.5	60	-50	30	Cyprus
ARAT-121	AT	746169	8290308	123.7	60	-53	30	Cyprus
ARAT-122	AT	746182	8290315	123.7	60	-52	20	Cyprus
ARAT-123	AT	746232	8290368	124.5	60	-51	30	Cyprus
ARAT-124	AT	746318	8290300	124.4	60	-49	20	Cyprus

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HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARAT-125	AT	746326	8290304	124.4	60	-49	20	Cyprus
ARAT-126	AT	746352	8290262	125.3	60	-54	20	Cyprus
ARAT-127	AT	746363	8290267	124.7	60	-51	20	Cyprus
ARAT-128	AT	746382	8290233	125.0	60	-49	30	Cyprus
ARAT-129	AT	746429	8290162	125.0	60	-50	30	Cyprus
ARAT-130	AT	746445	8290170	125.0	60	-50	30	Cyprus
ARAT-131	AT	746575	8290124	125.3	240	-49	30	Cyprus
ARAT-132	AT	746559	8290117	125.2	240	-50	30	Cyprus
ARAT-133	AT	746543	8290053	125.4	240	-48	30	Cyprus
ARAT-134	AT	746527	8290045	125.2	240	-49	30	Cyprus
ARAT-135	AT	746146	8290131	125.3	240	-51	23	Cyprus
ARAT-136	AT	746302	8290596	129.1	240	-51	30	Cyprus
ARAT-137	AT	746241	8290677	129.5	240	-47	30	Cyprus
ARAT-138	AT	746098	8290715	123.5	240	-50	30	Cyprus
ARAT-139	AT	746075	8290896	129.1	240	-50	30	Cyprus
ARAT-140	AT	746059	8290906	127.9	60	-40	18	Cyprus
ARAT-141	AT	746115	8290835	128.4	240	-60	25	Cyprus
ARAT-142	AT	745998	8290942	128.0	240	-53	30	Cyprus
ARAT-143	AT	746007	8290780	123.0	240	-49	30	Cyprus
ARAT-144	AT	745997	8290997	132.1	240	-53	30	Cyprus
ARAT-145	AT	746038	8291073	138.2	240	-49	30	Cyprus
ARAT-146	AT	745661	8290996	126.1	240	-47	22	Cyprus
ARAT-147	AT	745648	8290989	125.8	240	-48	30	Cyprus
ARAT-148	AT	745501	8290913	123.5	240	-49	24	Cyprus
ARAT-149	AT	745764	8291267	138.9	240	-46	12	Cyprus
ARAT-150	AT	745759	8291265	138.9	240	-47	25	Cyprus
ARAT-151	AT	745168	8292943	124.9	60	-47	20	Cyprus
ARAT-152	AT	745150	8292907	124.0	60	-46	30	Cyprus
ARAT-153	AT	745249	8292844	125.6	60	-48	18	Cyprus
ARAT-154	AT	745102	8292609	126.1	60	-50	30	Cyprus
ARAT-155	AT	745147	8292631	126.5	60	-48	24	Cyprus
ARAT-156	AT	745451	8291733	135.4	60	-47	22	Cyprus
ARAT-157	AT	745699	8291234	140.2	240	-45	30	Cyprus
ARAT-158	AT	746412	8290209	125.2	240	-53	36	Cyprus
ARAT-159	AT	746293	8290315	124.7	60	-49	30	Cyprus
ARAT-160	AT	746233	8290562	125.6	240	-50	30	Cyprus
ARAT-161	AT	746217	8290554	124.0	240	-50	30	Cyprus
ARAT-162	AT	746202	8290546	124.0	240	-50	30	Cyprus
ARAT-163	AT	747001	8288962	127.6	190	-50	10	Cyprus
ARAT-164	AT	746998	8288957	127.6	190	-50	30	Cyprus
ARAT-165	AT	746970	8288983	126.4	190	-50	30	Cyprus
ARAT-166	AT	746923	8288997	125.8	10	-50	30	Cyprus
ARAT-167	AT	746910	8289029	125.8	200	-50	20	Cyprus
ARAT-168	AT	746904	8289024	126.0	200	-50	20	Cyprus
ARAT-169	AT	746295	8290373	123.8	240	-50	20	Cyprus
ARAT-170	AT	746130	8290788	126.9	210	-55	32	Cyprus
ARAT-171	AT	746116	8290781	126.9	240	-52	22	Cyprus

FINAL REPORT

18 May 2021

Page 54

Page 55

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

==> picture [105 x 24] intentionally omitted <==

HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARAT-172	AT	746110	8290887	130.7	240	-52	30	Cyprus
ARAT-173	AT	746080	8290871	127.7	60	-50	30	Cyprus
ARAT-174	AT	745561	8291165	136.3	240	-51	30	Cyprus
ARAT-175	AT	745548	8291157	134.2	240	-50	30	Cyprus
ARAT-176	AT	745534	8291151	134.6	240	-53	32	Cyprus
ARAT-177	AT	745461	8291224	139.1	60	-51	30	Cyprus
ARAT-178	AT	745477	8291233	139.8	60	-49	22	Cyprus
ARAT-179	AT	745489	8291238	139.4	60	-48	30	Cyprus
ARAT-180	AT	745685	8291277	141.3	240	-48	32	Cyprus
ARAT-181	AT	745610	8291300	141.5	240	-51	30	Cyprus
ARAT-182	AT	745660	8291326	140.3	240	-50	32	Cyprus
ARAT-183	AT	745659	8291268	141.3	240	-51	30	Cyprus
ARAT-184	AT	745409	8291420	140.2	60	-49	30	Cyprus
ARAT-185	AT	745425	8291426	140.4	60	-47	30	Cyprus
ARAT-186	AT	745242	8292018	126.6	240	-50	22	Cyprus
ARAT-187	AT	745229	8292014	126.6	240	-51	22	Cyprus
ARAT-188	AT	745284	8292322	121.2	60	-54	30	Cyprus
ARAT-189	AT	745020	8292296	122.8	240	-51	30	Cyprus
ARAT-190	AT	745035	8292303	122.8	240	-52	30	Cyprus
ARAT-191	AT	744371	8291151	132.4	240	-56	32	Cyprus
ARAT-192	AT	744365	8291098	128.8	60	-52	16	Cyprus
ARAT-193	AT	744383	8291107	129.2	240	-55	33	Cyprus
ARAT-194	AT	744846	8291830	129.5	240	-50	16	Cyprus
ARAT-195	AT	744888	8292288	123.6	240	-56	36	Cyprus
ARAT-196	AT	744525	8292116	129.0	240	-53	30	Cyprus
ARAT-197	AT	744510	8292108	129.0	240	-53	22	Cyprus
ARAT-198	AT	744554	8292244	127.1	117	-55	30	Cyprus
ARAT-199	AT	744565	8292233	127.1	117	-55	30	Cyprus
ARAT-200	AT	744869	8292828	121.5	60	-55	27	Cyprus
ARAT-201	AT	745167	8292311	122.4	60	-55	30	Cyprus
ARAT-202	AT	745179	8292317	122.4	60	-55	30	Cyprus
ARAT-203	AT	745192	8292323	122.4	60	-55	30	Cyprus
ARAT-204	AT	746657	8290608	130.7	240	-55	28	Cyprus
ARAT-205	AT	746644	8290602	130.7	240	-55	30	Cyprus
ARAT-206	AT	746629	8290593	129.1	240	-60	30	Cyprus
ARAT-207	AT	746683	8290621	131.1	240	-58	30	Cyprus
ARAT-208	AT	746670	8290615	131.1	240	-55	30	Cyprus
ARAT-209	AT	745981	8291155	139.5	240	-57	30	Cyprus
ARAT-210	AT	745969	8291149	139.5	240	-58	30	Cyprus
ARAT-211	AT	745956	8291142	139.5	240	-58	26	Cyprus
ARAT-212	AT	745944	8291136	139.5	240	-57	36	Cyprus
ARAT-213	AT	745931	8291130	139.5	240	-56	30	Cyprus
ARAT-214	AT	744054	8291292	134.6	240	-57	30	Cyprus
ARAT-215	AT	744040	8291286	134.2	240	-56	30	Cyprus
ARAT-216	AT	744030	8291272	134.2	240	-58	30	Cyprus
ARAT-217	AT	744016	8291266	133.0	240	-58	30	Cyprus
ARAT-218	AT	744335	8291196	133.9	240	-57	22	Cyprus

==> picture [104 x 24] intentionally omitted <==

HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARAT-219	AT	744370	8291163	132.4	264	-55	24	Cyprus
ARAT-220	AT	745133	8291583	136.0	60	-55	20	Cyprus
ARAT-221	AT	745140	8291586	136.0	60	-55	30	Cyprus
ARAT-222	AT	745156	8291594	136.3	60	-57	12	Cyprus
ARAT-223	AT	745102	8291210	141.2	240	-56	30	Cyprus
ARAT-224	AT	745088	8291203	140.8	240	-56	30	Cyprus
ARAT-225	AT	745076	8291197	139.9	240	-53	32	Cyprus
ARAT-226	AT	745061	8291190	139.5	240	-57	29.5	Cyprus
ARAT-227	AT	745114	8291217	141.2	240	-54	18	Cyprus
ARAT-228	AT	745114	8291216	141.2	240	-55	26	Cyprus
ARAT-229	AT	746284	8290311	124.7	60	-56	30	Cyprus
ARAT-230	AT	746268	8290330	124.6	60	-52	32	Cyprus
ARAT-231	AT	746282	8290393	123.5	240	-48	30	Cyprus
ARAT-232	AT	746265	8290411	123.7	240	-52	30	Cyprus
ARAT-233	AT	746236	8290476	123.3	240	-51	30	Cyprus
ARAT-234	AT	744066	8295194	137.9	240	-50	10	Cyprus
ARAT-235	AT	745260	8290892	123.9	240	-47	30	Cyprus
ARAT-236	AT	745227	8290872	122.8	196	-49	30	Cyprus
ARAT-237	AT	745239	8290950	124.8	250	-52	30	Cyprus
ARAT-238	AT	745235	8290973	125.6	260	-50	23	Cyprus
ARAT-239	AT	746918	8288986	126.2	12	-50	38	Cyprus
ARAT-240	AT	746825	8289090	126.5	190	-50	36	Cyprus
ARAT-241	AT	746776	8289132	127.1	190	-50	36	Cyprus
ARAT-242	AT	746724	8289149	129.9	350	-50	32	Cyprus
ARAT-243	AT	746681	8289182	131.2	350	-50	30	Cyprus
ARAT-244	AT	756663	8283221	150.6	206	-55	32	Cyprus
ARAT-245	AT	756645	8283237	151.2	206	-55	30	Cyprus
ARAT-246	AT	756616	8283277	151.8	26	-55	30	Cyprus
ARAT-247	AT	756676	8283015	154.6	26	-55	16	Cyprus
ARAT-248	AT	756676	8283026	153.4	26	-55	10	Cyprus
ARAT-249	AT	756678	8283031	153.4	26	-55	30	Cyprus
ARAT-250	AT	756682	8283046	153.4	26	-55	16	Cyprus
ARAT-251	AT	756688	8283060	152.2	26	-55	10	Cyprus
ARAT-252	AT	756692	8283065	152.2	26	-55	20	Cyprus
ARAT-253	AT	756702	8283070	151.8	26	-55	30	Cyprus
ARAT-254	AT	756709	8283083	150.7	26	-55	30	Cyprus
ARAT-255	AT	749573	8286691	132.2	240	-55	30	Cyprus
ARAT-256	AT	749560	8286685	132.2	240	-55	30	Cyprus
ARAT-257	AT	749547	8286679	132.2	240	-55	30	Cyprus
ARAT-258	AT	749534	8286672	133.2	240	-55	20	Cyprus
ARAT-259	AT	749524	8286667	133.2	240	-55	30	Cyprus
ARAT-260	AT	749511	8286661	134.2	240	-55	30	Cyprus
ARAT-261	AT	749549	8286735	131.4	240	-55	30	Cyprus
ARAT-262	AT	749536	8286728	132.1	240	-55	30	Cyprus
ARAT-263	AT	749523	8286722	132.8	240	-55	30	Cyprus
ARAT-264	AT	749510	8286716	133.7	240	-55	30	Cyprus
ARAT-265	AT	749497	8286709	133.7	240	-55	30	Cyprus

FINAL REPORT

18 May 2021

Page 56

Page 57

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

==> picture [105 x 24] intentionally omitted <==

HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARAT-266	AT	749484	8286703	134.4	240	-55	30	Cyprus
ARAT-267	AT	746257	8290053	125.0	60	-60	30	Cyprus
ARAT-268	AT	746274	8290037	125.0	60	-60	30	Cyprus
ARAT-269	AT	746099	8289555	133.3	60	-55	30	Cyprus
ARAT-270	AT	746112	8289561	133.2	60	-55	14	Cyprus
ARAT-271	AT	746121	8289566	133.1	60	-55	10	Cyprus
ARAT-272	AT	746209	8289499	133.5	60	-55	20	Cyprus
ARAT-273	AT	746201	8289495	133.2	60	-55	14	Cyprus
ARAT-274	AT	744423	8291139	131.8	240	-55	30	Cyprus
ARAT-275	AT	744409	8291133	131.8	240	-55	30	Cyprus
ARAT-276	AT	744395	8291126	131.0	240	-55	30	Cyprus
ARAT-277	AT	744358	8291163	132.4	240	-55	30	Cyprus
ARAT-278	AT	744345	8291157	132.2	240	-55	30	Cyprus
ARAT-279	AT	744331	8291150	132.2	240	-55	30	Cyprus
ARAT-280	AT	744317	8291144	130.4	240	-55	30	Cyprus
ARAT-281	AT	744299	8295502	141.2	60	-55	30	Cyprus
ARAT-282	AT	744312	8295509	141.2	60	-55	28	Cyprus
ARAT-283	AT	744326	8295516	141.1	60	-55	30	Cyprus
ARAT-284	AT	744340	8295522	141.1	60	-55	30	Cyprus
ARAT-285	AT	744275	8295546	141.2	60	-55	30	Cyprus
ARAT-286	AT	744289	8295553	141.2	60	-55	30	Cyprus
ARAT-287	AT	744303	8295560	141.1	60	-55	30	Cyprus
ARAT-288	AT	743041	8295461	125.4	60	-55	30	Cyprus
ARAT-289	AT	743055	8295468	126.7	60	-55	30	Cyprus
ARAT-290	AT	743068	8295474	126.7	60	-55	30	Cyprus
ARAT-291	AT	743082	8295481	127.8	60	-55	30	Cyprus
ARAT-292	AT	742269	8296732	116.7	60	-55	16	Cyprus
ARAT-293	AT	742283	8296739	116.7	60	-55	30	Cyprus
ARAT-294	AT	742296	8296746	117.6	60	-55	30	Cyprus
ARAT-295	AT	742310	8296753	117.6	60	-55	30	Cyprus
ARAT-296	AT	742323	8296760	118.6	60	-55	30	Cyprus
ARAT-297	AT	742337	8296767	118.5	60	-55	30	Cyprus
ARAT-298	AT	742351	8296773	119.9	60	-55	30	Cyprus
ARAT-299	AT	742250	8296833	116.6	60	-55	30	Cyprus
ARAT-300	AT	742264	8296840	116.9	60	-55	30	Cyprus
ARAT-301	AT	742277	8296847	116.9	60	-55	30	Cyprus
ARAT-302	AT	742291	8296854	117.7	60	-55	30	Cyprus
ARD01	DD	745247	8292514	124.7	60	-60	44	Beckstar
ARD02	DD	745242	8292512	124.7	60	-60	55	Beckstar
ARD03	DD	745239	8292537	125.7	60	-60	58	Beckstar
ARD04	DD	745231	8292534	125.7	60	-60	84	Beckstar
ARD05	DD	745224	8292558	125.5	60	-60	70	Beckstar
ARD06	DD	745233	8292480	123.5	60	-60	72	Beckstar
ARD07	DD	745219	8292501	123.7	60	-60	96	Beckstar
ARD08	DD	745213	8292525	124.7	60	-60	90	Beckstar
ARD09	DD	745201	8292547	124.7	60	-60	108	Beckstar
ARD10	DD	745199	8292573	125.5	60	-60	80	Beckstar

==> picture [104 x 24] intentionally omitted <==

HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARD11	DD	745245	8292568	126.5	60	-50	57	Beckstar
ARD12	DD	745171	8292560	125.0	60	-60	63	Beckstar
ARD13	DD	745195	8292516	123.0	60	-60	60	Beckstar
ARD14	DD	745248	8292607	127.1	90	-50	17.5	Beckstar
ARD15	DD	745228	8292608	127.1	90	-50	45	Beckstar
ARD16	DD	745241	8292589	127.1	90	-50	25	Beckstar
ARD17	DD	745241	8292484	123.5	60	-60	56.5	Beckstar
ARD18	DD	745249	8292460	123.5	60	-60	55	Beckstar
ARD19	DD	745224	8292557	125.5	60	-60	77.9	Beckstar
ARD20	DD	745242	8292566	126.5	60	-60	48	Beckstar
ARD21	DD	745253	8292528	125.7	60	-60	41	Beckstar
ARRC-01	RC	746527	8290101	125.2	240	-61	54	Cyprus
ARRC-02	RC	746369	8290243	125.0	60	-61	36	Cyprus
ARRC-03	RC	746335	8290281	124.7	60	-61	42	Cyprus
ARRC-04	RC	746201	8290407	124.6	60	-61	60	Cyprus
ARRC-05	RC	746231	8290395	124.2	60	-61	48	Cyprus
ARRC-06	RC	746210	8290384	124.7	60	-61	54	Cyprus
ARRC-07	RC	746205	8290437	124.3	60	-60	54	Cyprus
ARRC-08	RC	746196	8290460	123.8	60	-61	60	Cyprus
ARRC-09	RC	746181	8290480	123.7	60	-61	60	Cyprus
ARRC-10	RC	746249	8290376	124.2	60	-61	54	Cyprus
ARRC-11	RC	746253	8290350	124.6	60	-60	66	Cyprus
ARRC-12	RC	746287	8290340	124.3	60	-61	66	Cyprus
ARRC-13	RC	746305	8290321	124.4	60	-63	48	Cyprus
ARRC-14	RC	746306	8290377	123.5	240	-60	60	Cyprus
ARRC-15	RC	746294	8290399	123.5	240	-60	52	Cyprus
ARRC-16	RC	746275	8290417	123.7	240	-60	54	Cyprus
ARRC-17	RC	746295	8290427	124.4	240	-60	54	Cyprus
ARRC-18	RC	746311	8290435	125.4	240	-61	30	Cyprus
ARRC-19	RC	746323	8290441	125.4	240	-61	30	Cyprus
ARRC-20	RC	746257	8290435	123.4	240	-61	72	Cyprus
ARRC-21	RC	746293	8290454	125.5	240	-60	90	Cyprus
ARRC-22	RC	746259	8290464	124.2	240	-61	72	Cyprus
ARRC-23	RC	746260	8290463	124.2	60	-58	54	Cyprus
ARRC-24	RC	746250	8290482	125.0	240	-61	60	Cyprus
ARRC-25	RC	746276	8290495	125.0	240	-61	60	Cyprus
ARRC-26	RC	746231	8290505	123.2	240	-58	54	Cyprus
ARRC-27	RC	746253	8290516	126.0	240	-60	54	Cyprus
ARRC-28	RC	746226	8290669	129.5	240	-62	78	Cyprus
ARRC-29	RC	746170	8290696	127.8	240	-60	42	Cyprus
ARRC-30	RC	746141	8290737	127.5	240	-60	42	Cyprus
ARRC-31	RC	745877	8290826	124.1	60	-59	30	Cyprus
ARRC-32	RC	745890	8290832	124.1	60	-59	54	Cyprus
ARRC-33	RC	745854	8290870	124.6	60	-60	30	Cyprus
ARRC-34	RC	745867	8290876	124.7	60	-60	30	Cyprus
ARRC-35	RC	745924	8291109	138.1	240	-60	30	Cyprus
ARRC-36	RC	745587	8291067	128.2	240	-62	60	Cyprus

FINAL REPORT

18 May 2021

Page 58

18 May 2021

Page 59

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

==> picture [105 x 24] intentionally omitted <==

HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
ARRC-37	RC	745543	8291433	140.8	60	-60	30	Cyprus
ARRC-38	RC	745220	8292721	127.9	60	-59	42	Cyprus
ARRC-39	RC	745238	8292729	128.5	60	-59	30	Cyprus
ARRC-40	RC	746293	8290398	123.5	60	-58	36	Cyprus
ARRC-41	RC	746235	8290618	127.5	240	-61	36	Cyprus
ARRC-42	RC	745003	8292288	122.9	240	-59	30	Cyprus
ARRC-43	RC	746425	8290215	124.9	240	-55	92	Cyprus
ARRC-44	RC	746370	8290215	125.4	60	-55	70	Cyprus
ARRC-45	RC	746347	8290232	125.5	60	-55	80	Cyprus
ARRC-46	RC	746335	8290253	125.3	60	-55	80	Cyprus
ARRC-47	RC	746317	8290410	124.4	240	-55	100	Cyprus
ARRC-48	RC	746274	8290472	124.2	240	-55	66	Cyprus
ARRC-49	RC	745974	8290819	123.2	240	-55	72	Cyprus
ARRC-50	RC	745872	8290851	124.1	60	-55	80	Cyprus
ARRC-51	RC	745840	8290862	124.6	60	-60	100	Cyprus
ARRC-52	RC	745832	8290886	125.0	60	-60	60	Cyprus
ARRC-53	RC	745816	8290906	125.0	60	-55	100	Cyprus
ARRC-54	RC	745786	8291167	137.7	240	-55	80	Cyprus
ARRC-55	RC	745798	8291229	138.4	240	-55	100	Cyprus
ARRC-56	RC	745340	8292256	122.1	240	-55	80	Cyprus
ARRC-57	RC	745220	8292666	127.3	60	-55	80	Cyprus
ARRC-58	RC	745196	8292819	125.9	60	-55	110	Cyprus
ARRC-59	RC	745220	8292005	126.6	0	-90	36	Cyprus
ARRC-60	RC	746092	8290906	129.1	240	-55	80	Cyprus
ARRC-61	RC	746277	8290446	124.4	240	-60	70	Cyprus
ARRC-62	RC	746415	8290155	125.0	60	-55	80	Cyprus
ARRC-63	RC	745909	8290787	122.5	60	-60	150	Cyprus
ARRC-64	RC	745864	8290819	123.3	60	-60	150	Cyprus
ARRC-65	RC	745818	8290852	123.9	60	-60	150	Cyprus
ARRC-66	RC	745773	8290884	124.5	60	-60	150	Cyprus
ARRC-67	RC	745224	8292612	126.2	60	-60	70	Cyprus
ARRC-68	RC	745239	8292563	126.5	60	-60	70	Cyprus
ARRC-69	RC	745242	8292537	125.7	60	-60	70	Cyprus
ARRC-70	RC	745250	8292512	124.7	60	-60	70	Cyprus
ARRC-71	RC	745258	8292487	124.7	60	-60	70	Cyprus
ARRC-72	RC	745265	8292465	124.7	60	-60	70	Cyprus
ARRC-73	RC	745269	8292410	121.8	60	-60	90	Cyprus
ARRC-74	RC	746310	8290213	125.3	60	-60	150	Cyprus
ARRC-75	RC	746334	8290170	124.6	60	-60	150	Cyprus
ARRC-76	RC	746384	8290140	124.8	60	-60	150	Cyprus
ARRC-77	RC	745174	8292589	125.8	60	-60	154	Cyprus
ARRC-78	RC	745227	8292587	127.1	60	-60	70	Cyprus
ARRC-79	RC	745189	8292541	124.1	60	-60	148	Cyprus
ARRC-80	RC	745199	8292490	123.7	60	-60	148	Cyprus
ARRC-81	RC	745220	8292445	121.5	60	-60	118	Cyprus
ARRC-82	RC	744190	8295588	130.4	60	-60	30	Cyprus
ARRC-83	RC	744204	8295594	141.4	60	-60	30	Cyprus

	_ yp	_	_			p	p	p y
ARRC-84	RC	744218	8295601	141.5	60	-60	30	Cyprus
ARRC-85	RC	744231	8295607	141.5	60	-60	30	Cyprus
ARRC-86	RC	744273	8295517	141.2	60	-60	30	Cyprus
ARRC-87	RC	744287	8295524	141.2	60	-60	30	Cyprus
ARRC-88	RC	744301	8295531	141.2	60	-60	30	Cyprus
ARRC-89	RC	744314	8295538	141.1	60	-60	30	Cyprus
ARRC-90	RC	744328	8295544	141.1	60	-60	30	Cyprus
ARRC-91	RC	744342	8295551	140.9	60	-60	30	Cyprus
ARRC-92	RC	744229	8295385	141.2	60	-60	30	Cyprus
ARRC-93	RC	744243	8295392	141.2	60	-60	30	Cyprus
ARRC-94	RC	744256	8295398	141.2	60	-60	30	Cyprus
ARRC-95	RC	744270	8295405	141.2	60	-60	30	Cyprus
ARRC-96	RC	744284	8295412	141.2	60	-60	30	Cyprus
ARRC-97	RC	746286	8290257	125.2	60	-60	136	Cyprus
ARRC-98	RC	746262	8290189	123.5	60	-58	196	Cyprus
ARRC-99	RC	746317	8290161	124.1	60	-70	178	Cyprus
BBD1	DD	746346	8290232	125.5	60	-63	56.6	Beckstar
GPD01	RC	745240	8292498	124.7	60	-60	74.4	Golden Plateau
GPD02	RC	745241	8292530	125.7	60	-60	59.5	Golden Plateau
GPD03	RC	745239	8292551	126.5	60	-60	71.3	Golden Plateau
GPD04	RC	745215	8292554	125.5	60	-60	26.5	Golden Plateau
GPD05	RC	745251	8292543	125.7	60	-60	32	Golden Plateau
GPD06	RC	745224	8292571	125.5	60	-60	80.4	Golden Plateau
JA01	RC	745880	8290855	124.7	60	-50	39	Beckstar
JA02	RC	745862	8290901	125.1	195	-60	56.1	Beckstar
JA03	RC	745873	8290879	124.7	150	-60	29	Beckstar
JA04	RC	745854	8290869	124.6	60	-60	36	Beckstar
OMD1	DD	745246	8292733	128.5	60	-58	69.7	Beckstar
OMD2	DD	745227	8292640	127.7	242	-60	67.1	Beckstar
OMD3	DD	745232	8292769	125.5	60	-60	73.5	Beckstar
PDH01	DD	742324	8296762	118.6	61	-60	39.6	Goldminco
PDH02A	DD	742232	8296823	116.2	63	-70	57.7	Goldminco
PDH03	DD	742222	8296817	116.0	6	-90	98.3	Goldminco
PDH04	DD	742245	8296829	116.6	6	-90	73.2	Goldminco
PDH05	DD	742302	8296750	117.6	61	-60	69.1	Goldminco
PDH06	DD	742354	8296779	119.9	241	-60	27.8	Goldminco
PDH07	DD	742266	8296807	116.6	47	-60	38.6	Goldminco
PDH08	DD	742142	8296918	115.8	41	-60	70	Goldminco
PDH09	DD	742076	8297258	116.4	66	-60	29.5	Goldminco
PDH10	DD	742056	8297123	115.1	61	-60	30.3	Goldminco
PDH11	DD	740844	8298702	125.4	35	-60	42.3	Goldminco
PDH11A	DD	740848	8298705	125.3	35	-60	18.3	Goldminco
PDH12	DD	741773	8297586	119.7	57	-60	33.3	Goldminco
PDH13	DD	741724	8297593	118.8	53	-60	74.8	Goldminco
PDH14	DD	740995	8298648	121.9	35	-60	30.3	Goldminco
PDH15	DD	740846	8298707	125.3	35	-60	49	Goldminco
PDH16	DD	740072	8299052	121.3	101	-60	37.8	Goldminco

FINAL REPORT

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HOLE-ID	Hole_Type	E_MGA54	N_MGA54	M RL	Azimuth	Dip	Depth	Company
PKD1	DD	746284	8290449	125.5	238	-60	113.6	Beckstar
POD1	RC	742265	8296841	116.9	240	-60	31	Beckstar
PPH17	RC	742238	8296825	116.2	64	-60	30	Goldminco
PPH18	RC	742224	8296819	116.0	64	-70	80	Goldminco
PPH19	RC	742225	8296841	116.4	61	-60	60	Goldminco
PPH20	RC	742256	8296795	116.2	47	-60	60	Goldminco
PPH21	RC	742282	8296786	116.6	42	-60	35	Goldminco
PPH22	RC	742297	8296766	117.4	42	-60	50	Goldminco
PPH23	RC	742079	8297298	117.3	56	-60	45	Goldminco
PPH24	RC	742116	8297268	117.3	236	-60	60	Goldminco
PPH25	RC	742058	8297170	115.4	56	-60	60	Goldminco
PPH26	RC	742071	8297088	115.0	56	-60	40	Goldminco
SDH01	DD	744288	8295523	141.2	60	-60	66	Beckstar
SDH02	DD	744328	8295544	141.1	220	-60	60	Beckstar
SDH03	DD	744341	8295526	141.1	220	-60	79.1	Beckstar
SDH04	DD	744368	8295514	141.0	220	-60	63.1	Beckstar

==> picture [104 x 24] intentionally omitted <==

APPENDIX 3. SIGNIFICANT DRILLHOLE INTERSECTIONS

Drillhole intervals have been composited using a criteria of 0.5 g/t Au and allowing up to 2 m of internal dilution to create the composite. No top capping has been applied.

HOLE-ID	FROM	TO	Length	Average gold (g/t)
ARAT-001	0	4	4	0.98
ARAT-002	0	8	8	1.11
ARAT-003	10	12	2	0.54
ARAT-004	12	14	2	0.56
ARAT-005	10	12	2	0.95
ARAT-007	0	2	2	0.55
ARAT-007	4	15	11	0.73
ARAT-008	4	14	10	0.69
ARAT-009	4	6	2	0.76
ARAT-010	10	14	4	1.02
ARAT-012	8	10	2	0.65
ARAT-015	4	14	10	0.72
ARAT-016	4	18	14	1.14
ARAT-022	0	8	8	0.75
ARAT-023	2	16	14	0.79
ARAT-032	2	4	2	2.36
ARAT-037	8	12	4	2.24
ARAT-037	26	28	2	0.55
ARAT-040	18	20	2	1.05
ARAT-046	14	22	8	1.02
ARAT-049	6	8	2	0.94
ARAT-050	10	12	2	1.08
ARAT-057	10	12	2	0.53
ARAT-060	6	12	6	1.49
ARAT-065	26	28	2	2.00
ARAT-067	14	18	4	0.60
ARAT-068	0	2	2	0.96
ARAT-073	4	6	2	1.15
ARAT-073	12	14	2	0.54
ARAT-074	0	8	8	0.51
ARAT-076	10	12	2	5.00
ARAT-082	20	22	2	0.58
ARAT-105	6	8	2	1.45
ARAT-106	4	6	2	0.54
ARAT-106	14	18	4	0.85
ARAT-107	8	10	2	0.75
ARAT-111	14	16	2	0.58
ARAT-112	18	22	4	0.77
ARAT-119	12	16	4	2.41
ARAT-123	24	30	6	0.54
ARAT-125	4	8	4	1.29
ARAT-126	0	18	18	1.45
ARAT-127	0	8	8	4.17
ARAT-128	10	12	2	0.79

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HOLE-ID	FROM	TO	Length	Average gold (g/t)
ARAT-129	16	18	2	0.52
ARAT-139	6	18	12	1.31
ARAT-140	2	10	8	0.67
ARAT-144	10	12	2	0.64
ARAT-149	8	12	4	0.69
ARAT-150	0	2	2	0.90
ARAT-150	6	25	19	0.69
ARAT-151	2	4	2	0.72
ARAT-152	16	22	6	1.03
ARAT-157	6	16	10	0.76
ARAT-158	16	34	18	4.59
ARAT-159	0	2	2	5.12
ARAT-165	20	24	4	0.74
ARAT-166	12	18	6	8.19
ARAT-166	28	30	2	0.76
ARAT-169	2	6	4	0.66
ARAT-169	16	20	4	0.76
ARAT-170	8	10	2	0.59
ARAT-170	26	32	6	1.31
ARAT-191	8	12	4	1.52
ARAT-191	22	28	6	1.71
ARAT-230	12	16	4	1.58
ARAT-231	0	2	2	1.06
ARAT-231	16	20	4	0.83
ARAT-232	2	10	8	1.61
ARAT-236	12	14	2	0.58
ARAT-239	32	34	2	0.54
ARAT-241	22	24	2	0.53
ARAT-242	26	28	2	0.94
ARAT-244	8	16	8	0.74
ARAT-245	12	16	4	0.56
ARAT-250	8	10	2	0.90
ARAT-255	20	22	2	1.04
ARAT-255	28	30	2	0.57
ARAT-268	18	22	4	0.60
ARAT-275	26	28	2	0.64
ARAT-276	16	18	2	0.62
ARAT-277	20	26	6	1.11
ARAT-282	22	28	6	4.56
ARAT-283	0	2	2	0.63
ARAT-294	0	2	2	2.78
ARAT-298	0	6	6	0.66
ARAT-300	24	28	4	1.86
ARAT-301	0	6	6	1.97
ARAT-301	14	16	2	0.54
ARAT-301	26	28	2	0.70
ARAT-302	4	6	2	0.79

==> picture [104 x 24] intentionally omitted <==

HOLE-ID	FROM	TO	Length	Average gold (g/t)
ARD01	16	32	16	2.09
ARD02	36	48	12	28.41
ARD03	5.5	8.5	3	0.71
ARD03	22	37	15	4.55
ARD03	46	50	4	0.91
ARD04	38	56	18	1.86
ARD05	28	30	2	0.90
ARD05	43	66	23	1.31
ARD06	26	28	2	0.79
ARD06	65	67	2	9.13
ARD07	65	67	2	10.83
ARD07	77	84	7	7.83
ARD08	46	48	2	27.30
ARD08	61	69	8	1.12
ARD08	70	84	14	2.74
ARD09	81	85	4	1.63
ARD09	87	107	20	2.21
ARD10	62	76	14	0.64
ARD11	9	21	12	1.40
ARD13	16	26	10	0.75
ARD13	43	48	5	1.71
ARD14	8.1	14.1	6	1.25
ARD15	35	42	7	2.69
ARD16	13	18	5	1.36
ARD17	6	12	6	40.67
ARD17	48	53	5	8.05
ARD18	43	49	6	1.22
ARD19	37	53	16	1.65
ARD19	70	72	2	0.65
ARD20	17.5	19.5	2	1.68
ARD20	20	31	11	0.98
ARD20	34	36	2	0.69
ARD20	42	44	2	1.12
ARD21	17	28	11	2.09
ARRC-01	22	24	2	0.60
ARRC-01	32	38	6	1.90
ARRC-02	10	14	4	26.97
ARRC-03	8	10	2	1.02
ARRC-03	16	20	4	0.65
ARRC-04	22	28	6	3.14
ARRC-04	44	52	8	0.52
ARRC-06	28	34	6	1.66
ARRC-06	50	52	2	0.73
ARRC-10	20	22	2	1.76
ARRC-10	34	36	2	2.04
ARRC-11	12	14	2	2.20
ARRC-11	34	36	2	0.52

FINAL REPORT

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HOLE-ID	FROM	TO	Length	Average gold (g/t)
ARRC-11	48	50	2	0.71
ARRC-11	62	64	2	0.92
ARRC-12	14	28	14	0.54
ARRC-12	34	36	2	0.52
ARRC-12	48	50	2	0.80
ARRC-13	44	46	2	1.06
ARRC-14	26	28	2	1.24
ARRC-15	0	16	16	0.66
ARRC-15	22	24	2	2.17
ARRC-15	46	48	2	0.52
ARRC-16	0	2	2	1.23
ARRC-16	8	20	12	2.22
ARRC-17	4	12	8	1.14
ARRC-20	0	8	8	4.51
ARRC-20	20	22	2	1.20
ARRC-22	2	10	8	1.11
ARRC-22	50	52	2	0.57
ARRC-23	2	14	12	1.08
ARRC-24	6	12	6	0.77
ARRC-24	18	20	2	0.77
ARRC-26	48	50	2	1.16
ARRC-27	12	24	12	0.66
ARRC-30	8	10	2	1.52
ARRC-30	16	20	4	0.61
ARRC-30	26	34	8	1.14
ARRC-32	46	54	8	2.86
ARRC-33	0	2	2	0.50
ARRC-33	18	26	8	55.87
ARRC-34	0	2	2	1.01
ARRC-36	32	34	2	0.68
ARRC-37	20	22	2	0.55
ARRC-38	2	8	6	1.02
ARRC-38	34	38	4	0.76
ARRC-39	2	4	2	0.53
ARRC-39	6	8	2	0.79
ARRC-39	14	16	2	0.53
ARRC-40	6	16	10	1.49
ARRC-43	70	76	6	0.88
ARRC-44	34	36	2	0.52
ARRC-45	32	36	4	22.68
ARRC-45	42	46	4	2.86
ARRC-46	22	24	2	0.62
ARRC-47	78	80	2	0.78
ARRC-49	22	24	2	0.84
ARRC-49	28	30.5	2.5	0.55
ARRC-50	38	48	10	6.18
ARRC-51	60	64	4	3.46

==> picture [104 x 24] intentionally omitted <==

HOLE-ID	FROM	TO	Length	Average gold (g/t)
ARRC-54	44	46	2	0.85
ARRC-54	54	56	2	0.50
ARRC-57	46	60	14	2.24
ARRC-58	12	22	10	1.05
ARRC-58	28	30	2	0.50
ARRC-58	50	60	10	2.13
ARRC-58	80	88	8	1.44
ARRC-60	76	80	4	1.52
ARRC-61	8	10	2	0.60
ARRC-61	14	16	2	0.58
ARRC-61	28	30	2	0.58
ARRC-62	38	40	2	2.13
ARRC-67	48	56	8	1.15
ARRC-68	6	8	2	4.15
ARRC-68	20	36	16	9.62
ARRC-68	40	42	2	3.89
ARRC-68	54	58	4	4.85
ARRC-69	6	18	12	1.11
ARRC-69	22	38	16	2.65
ARRC-70	16	18	2	2.10
ARRC-70	30	52	22	5.06
ARRC-71	2	4	2	1.00
ARRC-71	14	16	2	4.55
ARRC-71	22	24	2	1.03
ARRC-72	0	2	2	1.14
ARRC-72	6	20	14	1.14
ARRC-74	62	68	6	7.74
ARRC-74	84	90	6	0.77
ARRC-74	104	106	2	0.56
ARRC-75	10	20	10	0.86
ARRC-75	68	70	2	0.56
ARRC-75	76	78	2	0.54
ARRC-75	94	96	2	0.54
ARRC-75	100	108	8	0.90
ARRC-76	68	70	2	0.70
ARRC-76	78	84	6	0.73
ARRC-77	20	30	10	1.80
ARRC-77	130	138	8	1.01
ARRC-78	48	52	4	0.64
ARRC-79	0	6	6	4.05
ARRC-79	68	72	4	0.55
ARRC-79	102	126	24	1.74
ARRC-80	34	36	2	3.75
ARRC-80	54	56	2	2.56
ARRC-80	68	72	4	4.25
ARRC-80	90	96	6	1.64
ARRC-80	102	106	4	2.22

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HOLE-ID	FROM	TO	Length	Average gold (g/t)
ARRC-80	122	126	4	2.24
ARRC-81	42	44	2	1.86
ARRC-81	60	62	2	0.53
ARRC-81	70	72	2	0.82
ARRC-81	86	88	2	1.79
ARRC-88	14	16	2	4.36
ARRC-97	52	54	2	0.62
ARRC-98	114	116	2	0.77
ARRC-98	142	146	4	0.79
ARRC-98	156	164	8	0.58
ARRC-99	96	98	2	7.39
ARRC-99	104	106	2	0.50
ARRC-99	120	124	4	0.65
ARRC-99	136	144	8	0.65
BBD1	13.6	15.6	2	0.87
BBD1	20.6	26.6	6	1.17
BBD1	45.6	47.6	2	0.56
GPD01	35	37	2	1.82
GPD01	52	62	10	0.85
GPD02	32.2	42.7	10.5	2.73
GPD03	22	39	17	2.09
GPD03	61	63	2	1.47
GPD04	10.8	13	2.2	1.93
GPD05	3.4	6.8	3.4	1.82
GPD05	8.4	26	17.6	1.47
GPD06	34	38	4	0.79
GPD06	39	56	17	2.38
GPD06	57	59	2	0.87
JA01	10	12	2	6.46
JA01	19	21	2	1.43
JA03	20	22	2	1.52
JA04	24	33	9	3.75
OMD1	5	8	3	0.82
OMD1	18.7	27.7	9	0.53
OMD1	47.7	49.7	2	0.59
OMD1	65.7	67.7	2	0.56
OMD2	26.7	28.7	2	0.76
OMD2	56.7	67.1	10.4	0.83
OMD3	33.5	44.5	11	1.11
PDH02A	30	38	8	0.82
PDH02A	46	48	2	26.10
PDH04	0.5	4.4	3.9	8.27
PDH04	27.2	31.2	4	0.60
PDH04	42.2	46.2	4	4.68
PDH07	9.4	12.4	3	2.45
PDH07	21.4	35.4	14	1.30
PDH08	52	54	2	0.74

==> picture [104 x 24] intentionally omitted <==

HOLE-ID	FROM	TO	Length	Average gold (g/t)
PDH12	19.3	23.3	4	4.09
PDH13	43	45	2	0.69
PDH14	14.3	16.7	2.4	1.23
PDH15	34	40	6	1.19
POD1	0	4.5	4.5	16.57
POD1	22.5	26.5	4	11.52
PPH17	18	20	2	1.01
PPH18	44	54	10	0.52
PPH19	2	6	4	1.82
PPH19	40	42	2	0.65
PPH19	46	48	2	0.65
PPH20	42	46	4	2.13
PPH21	30	34	4	1.06
PPH22	26	28	2	1.41
PPH25	6	16	10	1.71
PPH26	16	18	2	2.05
SDH02	49	51	2	0.88
17ARRC001	163	169	6	0.88
17ARRC001	170	186	16	0.63
17ARRC001	187	200	13	0.89
17ARRC001	207	210	3	1.33
17ARRC002	19	21	2	2.07
17ARRC002	27	32	5	2.67
17ARRC002	42	44	2	0.67
17ARRC002	51	65	14	1.59
17ARRC003	97	101	4	0.78
17ARRC004	112	117	5	2.67
17ARRC004	131	146	15	0.99
17ARRC005	89	101	12	4.54
17ARRC005	111	128	17	1.22
17ARRC005	132	134	2	0.76
17ARRC006	30	37	7	0.90
17ARRC006	152	155	3	0.72
17ARRC006	187	192	5	0.53
17ARRC006	202	206	4	0.99
17ARRC006	219	223	4	0.69
17ARRC007	3	7	4	0.94
17ARRC007	46	53	7	0.54
17ARRC007	71	91	20	4.03
17ARRC007	100	109	9	1.18
17ARRC008	57	60	3	1.97
17ARRC008	80	90	10	1.08
17ARRC008	106	123	17	1.59
17ARRC009	84	93	9	1.11
17ARRC009	94	109	15	3.32
17ARRC009	120	130	10	1.70
17ARRC010	25	27	2	2.50

FINAL REPORT

18 May 2021

Page 68

18 May 2021

Page 69

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

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HOLE-ID	FROM	TO	Length	Average gold (g/t)
17ARRC010	44	46	2	1.59
17ARRC011	9	12	3	0.73
17ARRC011	26	43	17	1.54
17ARRC012	160	167	7	0.61
17ARRC014	36	44	8	0.79
17ARRC014	46	60	14	1.17
17ARRC014	73	76	3	4.37

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“Delivering Tier One advice and services without the Tier One price tag”

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PO Box 264 | Red Hill Qld 4059 Australia [email protected] | www.deriskgeomining.com

FINAL REPORT

18 May 2021

Page 70

Suite 4.02, Level 4, 360 Collins Street Melbourne VIC 3000 Phone: (03) 9817 7076 Email: [email protected] Website: www.pacgold.com.au

AI assistant

PACGOLD LIMITED — Capital/Financing Update 2021

65556_rns_2021-07-05_e52be494-b9f8-4a11-97ab-f46a169f2b82.pdf

PROSPECTUS

PACGOLD LIMITED ACN 636 421 782

Contents

Important Information

Prospectus

Exposure Period

Risks

Conditional Offer

Cooling off rights

Electronic Prospectus and Application Forms

Offers outside Australia

Using this Prospectus

Forward Looking Statements

Competent person statement

Photographs and Diagrams

Company Website

Miscellaneous

Corporate Directory

Directors

Corporate Lawyers

Letter from the Chair

Dear Investor

Mining and Resources Lawyers

Registered and Principal Office

Proposed Stock Exchange Listing

Share Registry*

Lead Manager

Independent Geologist

Investigating Accountant

Auditor*

Key Offer Details

Indicative Timetable

Notes:

Investment Overview

INTRODUCTION

SUMMARY OF KEY RISKS

Notes:

Topic

Notes:

Topic

Summary

More Information

Topic

Summary

Notes:

Note:

More Information

WHAT ARE THE OFFER DETAILS

1 Details of the Offers

1.5 Purpose of the Public Offer

1.1 Public Offer

1.2 Incentive Options Offer

1.3 Lead Manager Offer

1.4 Minimum Subscription

1.6 Conditional Offers

1.7 Proposed Use of funds

Note:

Notes:

Lead Manager’s interests in the Offers

1.10

(a) Fees paid or payable to Lead Manager

Notes:

1.8

No Forecast Financial Information

1.9 Capital Structure

(c) Lead Manager’s participation in previous placements

1.11 Underwriting

1.12 Subscription Agreement

1.13 Applications

(a) General

Notes:

1.14 Allocation and issue of Shares

(b) Submit an online Application Form and pay with BPAY®

1.15 Overseas Applicants

(c) Public Offer

(d) Incentive Options Offer

(e) Lead Manager Offer

PACGOLD LIMITED Capital/Financing Update 2021