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PRAIRIE LITHIUM LIMITED — Proxy Solicitation & Information Statement 2021
Aug 3, 2021
65572_rns_2021-08-03_a0976673-5f14-44e5-91c4-322a6a6c9ac0.pdf
Proxy Solicitation & Information Statement
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HAWKSTONE MINING LIMITED ACN 008 720 223 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
- TIME: 10:00am (WST)
- DATE: Thursday, 2 September 2021
- PLACE: Level 4 The Reid Buildings 16 Milligan Street PERTH WA 6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on Tuesday, 31 August 2021.
IMPORTANT INFORMATION
Voting in Person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by Proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
- each Shareholder has a right to appoint a proxy;
- the proxy need not be a Shareholder of the Company; and
- a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6313 3936.
Defined Terms
Capitalised terms in this Notice of Meeting and Explanatory Statement are defined either in the "Glossary" Section or where the relevant term is first used.
Other Legal Requirements - Prospectus
Under applicable ASIC guidelines, the invitation to Shareholders to vote on Resolution 2 of the Notice of Meeting constitutes an "offer" to transfer Diablo Shares to Shareholders pursuant to the In-specie Distribution under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies or ASIC provides relief. As no exemptions apply and no relief was obtained, the Company has prepared a prospectus that contains information in relation to Diablo Resources Limited (Diablo) (Prospectus).
The Prospectus accompanies this Notice of Meeting and has been lodged with ASIC. The Company recommends that all Shareholders read the Prospectus carefully and in conjunction with this Notice of Meeting. The Prospectus also allows Shareholders to sell their Diablo Shares within the first 12 months after receiving them without further disclosure.
There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 2 other than as disclosed in this Notice of Meeting and Explanatory Statement, the accompanying Prospectus and information that the Company has previously disclosed to Shareholders.
Purpose of this Document
The main purpose of this document is to explain the terms of the proposed In-specie Distribution, and the manner in which the In-specie Distribution (or parts of it) will be implemented (if approved), and to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve Resolution 2 to give effect to the In-specie Distribution. This document includes a statement of all the information known to the Company that is material to Shareholders in deciding how to vote on Resolution 2, as required by section 256C(4) of the Corporations Act.
ASIC and ASX
A final copy of this Notice of Meeting and Explanatory Statement has been lodged with ASIC and ASX, together with a copy of the Prospectus that accompanies this Notice of Meeting. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document.
Forward Looking Statements
Some of the statements appearing in this document may be in the nature of forward looking statements. The words 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'could', 'may', 'target', 'plan', 'consider', 'foresee', 'aim', 'will' and similar expressions are intended to identify forward-looking statements. Indications of guidance on future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward-looking statements.
You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties many of which are outside the Company's control. Those risks and uncertainties include factors and risks specific to the Company and Diablo such as (without limitation) the status of exploration and mining applications and licences and the risks associated with the non-grant or expiry of those applications and licences, liquidity risk, risks associated with the exploration or developmental stage of projects, funding risks, operational risks, changes to Government fiscal, monetary and regulatory policies, regulatory approvals, the impact of actions of Governments, the potential difficulties in enforcing agreements, protecting assets and increases in costs of transportation and shipping of international operations, alterations to resource estimates and exploration targets and the imprecise nature of resource and reserve statements, any circumstances adversely affecting areas in which the Company operates, fluctuations in the production, volume and price of commodities, any imposition of significant obligations under environmental regulations, fluctuations in exchange rates, the fluctuating industry and commodity cycles, the impact of inflation on operating and development costs, taxation, regulatory issues and changes in law and accounting policies, the adverse impact of wars, terrorism, political, economic or natural disasters, the impact of changes to interest rates, loss of key personnel and delays in obtaining or inability to obtain any necessary Government and regulatory approvals, the ability to service debt and to refinance debt to meet expenditure needs on any future acquisitions, increased competition, insurance and occupational health and safety. For more information on the risk factors facing Diablo, please refer to Schedule 3.
Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected.
None of the Company, Diablo nor any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on those statements.
The forward looking statements in this document reflect views held only as at the date of this document.
No Financial Product Advice
This document does not constitute financial product, taxation or investment advice nor a recommendation in respect of the Diablo Shares. It has been prepared without taking into account the objectives, financial situation or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.
Neither the Company nor Diablo is licensed to provide financial product advice. No cooling-off regime applies in respect of the acquisition of Diablo Shares under the In-specie Distribution (whether the regime is provided for by law or otherwise).
No Internet Site is part of this Document
No internet site is part of this Notice of Meeting and Explanatory Statement. The Company maintains an internet site (www.hawkstonemining.com.au). Any reference in this document to this internet site is a textual reference only and does not form part of this document.
IMPORTANT NOTICES
Key Dates*
| General Meeting | 10:00am WST, 2 September 2021 |
|---|---|
| ASX informed of Shareholder approval | 2 September 2021 |
| Record Date* | 22 September 2021 |
| In-specie Distribution to Shareholders of Diablo Shares* | 4 October 2021 |
* These dates are indicative only and may change without notice at the discretion of the Directors, subject to the Corporations Act, ASX Listing Rules and other applicable laws.
BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Arizona Lithium Limited."
2. RESOLUTION 2 – APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
- (a) "That, subject to the passing of Resolution 2, the following equal reduction of the capital of the Company is approved for the purposes of section 256B and 256C of the Corporations Act and for all other purposes, on the Record Date, set on or after the date this Resolution is passed by the Directors, to determine the entitlements of Shareholders to participate in the reduction of capital that:
- (i) the capital of the Company be reduced, without cancelling any Shares, by an amount equal to the market value (as assessed by the Directors) of 40,000,000 Diablo Shares with effect as at 5.00 pm (WST) on the Record Date; and
- (ii) the reduction be satisfied by the Company distributing and transferring the 40,000,000 Diablo Shares to the Shareholders of the Company registered on the Record Date on a pro rata basis, to be effected in accordance with the Constitution, the ASX Listing Rules and as otherwise determined by the Directors, with the consequence that each Shareholder on the Record Date shall be deemed to have consented to becoming a Diablo Shareholder and being bound by its constitution,
- (b) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
3. RESOLUTION 3 – APPROVAL OF DISPOSAL OF INTEREST IN ASSETS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 11.4.1(b) and for all other purposes, Shareholders approve the sale of the Devil's Canyon Gold-Copper Project and the Western Desert Gold-Copper Project and the Lone Pine Gold Project to Diablo on the terms and conditions set out in the Explanatory Memorandum."
A voting exclusion statement applies to this Resolution. Please see below.
4. RESOLUTION 4 – ISSUE OF DIABLO PERFORMANCE RIGHTS TO RELATED PARTY – MR PAUL LLOYD
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Performance Rights to Mr Paul Lloyd (or his nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.
5. RESOLUTION 5 – ISSUE OF DIABLO PERFORMANCE RIGHTS TO RELATED PARTY – MR GREG SMITH
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,300,000 Performance Rights to Mr Greg Smith (or his nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.
6. RESOLUTION 6 – ISSUE OF DIABLO PERFORMANCE RIGHTS TO RELATED PARTY – MR BARNABY EGERTON-WARBURTON
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
"That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,100,000 Performance Rights to Mr Barnaby Egerton-Warburton (or his nominee) on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.
Dated: 4 August 2021
By order of the Board
Oonagh Malone Company Secretary
Voting Exclusion Statement:
| Resolution 3 – Approval of Disposal of Interests in Assets |
The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and a party to the transaction, to acquire the Devil's Canyon Gold-Copper Project, Western Desert Gold-Copper Project and the Lone Pine Gold Project and any associate of that party (or those parties). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. |
|---|---|
| Resolution 4 – Issue of | Mr Paul Lloyd (or their nominee) and any other person who will obtain a |
| Diablo Performance | material benefit as a result of the issue of the securities (except a benefit |
| Rights to Related Party | solely by reason of being a holder of ordinary securities in the Company) |
| – Mr Paul Lloyd | or an associate of that person or those persons. |
| Resolution 5 – Issue of | Mr Greg Smith (or their nominee) and any other person who will obtain |
| Diablo Performance | a material benefit as a result of the issue of the securities (except a |
| Rights to Related Party | benefit solely by reason of being a holder of ordinary securities in the |
| – Mr Greg Smith | Company) or an associate of that person or those persons. |
| Resolution 6 – Issue of | Mr Barnaby Egerton-Warburton (or their nominee) and any other person |
| Diablo Performance | who will obtain a material benefit as a result of the issue of the securities |
| Rights to Related Party | (except a benefit solely by reason of being a holder of ordinary |
| – Mr Barnaby Egerton | securities in the Company) or an associate of that person or those |
| Warburton | persons. |
Voting Prohibition Statement:
| Resolution 4 – Issue of In accordance with section 224 of the Corporations Act, a vote on this Diablo Performance Resolution must not be cast (in any capacity) by or on behalf of a Rights to Related Party related party of the Company to whom the Resolution would permit a – Mr Paul Lloyd financial benefit to be given, or an associate of such a related party (Resolution Excluded Party). However, the above prohibition does not Resolution 5 – Issue of apply if the vote is cast by a person as proxy appointed by writing that Diablo Performance specifies how the proxy is to vote on the Resolution and it is not cast on Rights to Related Party behalf of a Resolution Excluded Party. – Mr Greg Smith In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, Resolution 6 – Issue of on this Resolution if: Diablo Performance (a) the proxy is either: Rights to Related Party (i) a member of the Key Management Personnel; or – Mr Barnaby Egerton (ii) a Closely Related Party of such a member; and Warburton (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. |
|
|---|---|
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. RESOLUTION 1 – CHANGE OF COMPANY NAME
Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.
Resolution 1 seeks the approval of Shareholders for the Company to change its name to "Arizona Lithium Limited".
The Board proposes this change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company.
The proposed name has been reserved by the Company with ASIC and if Resolution 1 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.
If Resolution 1 is passed the change of name will take effect when ASIC alters the details of the Company's registration.
2. RESOLUTIONS 2 AND 3 – APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION AND DISPOSAL OF A MAJOR ASSET
2.1 Background on the Company and its existing projects
The Company is listed on the ASX and is a globally focused lithium and gold explorer with an office based in Perth. The Company's flagship project is the Big Sandy Lithium Project (Big Sandy Lithium Project) where the Company is progressing metallurgical testing of the lithium mineralisation to produce a battery grade lithium product. This is the Company's primary asset and focus of the Company where it continues to pursue the development of an economic processing route.
The Big Sandy Lithium Project is located in Arizona, USA. In 2019, the Company completed a maiden drilling program that resulted in an indicated and inferred resource of 321,000 tonnes of LCE over only 4% of the landholding. The Big Sandy Lithium Project is a world class lithium project in size of potential resource and the Company is aggressively advancing the processing studies with plans to commence a PFS in early 2022.
The success of the Big Sandy Lithium Project has overshadowed the significant potential and value that the Directors believe is in the Company's gold -copper projects (Gold-Copper Projects). The Projects consist of:
- (a) the Devil's Canyon Gold-Copper Project located in the Carlin Gold trend in Nevada consisting of 90 BLM claims,
- (b) the Western Desert Gold-Copper Project consisting of 218 claims and 3 state leases located in Western Utah near the Nevada border; and
- (c) the Lone Pine Gold Project located approximately 10km west of Salmon, Idaho and which consists of 2 patented claims surrounded by a further 272 BLM lode claims.
Further details regarding the Gold-Copper Projects are set out in the Independent Technical Assessment Report in Schedule 10 .
Further details regarding the Big Sandy Lithium Project are set out in the Company's ASX announcements including the Quarterly Activities Report released on 30 July 2021.
The full schedule of the Company's interests in mining tenements as the date of this Notice is set out in Schedule 5 which includes an Independent Limited Title Report on Mining Tenements in Schedule 11.
2.2 Overview of the Proposal
As announced, the Company is proposing, subject to shareholder approval, to demerge its Gold – Copper Projects via a separate Australian incorporated entity, Diablo (Spin-out). It is intended that Diablo will undertake an initial public offer of its securities to facilitate an ASX listing in conjunction with the Spin out (Diablo IPO). It is Diablo's current intention that the Diablo IPO will include a form of priority offer to existing Shareholders of HWK, whilst also providing an opportunity for new investors to invest in Diablo.
The Spin-out is proposed to comprise of the following steps:
- (a) Prior to the date of this Notice of Meeting, Diablo will be incorporated as a shell entity;
- (b) the Company will divest and sell its interest in the Gold-Copper Projects to Diablo in return for receiving 40,000,000 fully paid ordinary shares in Diablo (Diablo Shares); and
- (c) In accordance with the timetable set out in the Important Notices section above, HWK will distribute and transfer the Diablo Shares in- specie to Eligible HWK Shareholders on a pro-rata basis (In-specie Distribution).
The In- specie Distribution will be effected by an equal reduction of HWK capital. Eligible HWK Shareholders will receive an in-specie return of capital by way of the distribution of the Diablo Shares in proportion to the number of HWK Shares held by them at the Record Date. Eligible HWK Shareholders will thereby receive a direct ownership interest in Diablo whilst still maintaining their ownership interest in HWK.
Subject to satisfaction of the In-specie Conditions set out in Section 2.3 below, the Gold-Copper Projects will be de-merged from HWK following completion of the In-specie Distribution.
Upon listing, Diablo will hold 100% of the rights, title and interest in the Gold-Copper Projects as further detailed in the Independent Technical Assessment Report in Schedule 10 .
Structure diagrams of the proposed arrangements immediately before and after the Spin-out and Diablo IPO are set out in Section 2.5 of this Explanatory Statement.
2.3 Conditions to the Proposal
The In-specie Distribution will only proceed if the following conditions are met (together, the In-specie Conditions):
- (a) HWK obtains Shareholder approval for the change of its company name (the subject of Resolution 1), the In-specie Distribution (the subject to Resolution 2) and the Disposal of its Gold-Copper Projects (Resolution 3);
- (b) Diablo raises the minimum subscription amount of \$6,500,000 (or such other amount as is required for Diablo to satisfy the assets test pursuant to ASX Listing Rule 1.3) pursuant to a prospectus to be lodged by Diablo for the Diablo IPO; and
- (c) Diablo receiving a letter confirming that the ASX will admit Diablo to the Official List of the ASX, subject to the satisfaction of certain conditions on terms acceptable to Diablo.
2.4 Rationale for the Proposal
The Company's primary purpose in undertaking the Proposal is to separate the Big Sandy Lithium Project from its other assets. Specifically, the Proposal is being undertaken to achieve the following commercial objectives:
- (a) the Spin-out allows the Company to focus its efforts its Big Sandy Lithium Project, including obtaining development funding for the Big Sandy Lithium Project;
- (b) the Spin-out of the Gold-Copper Projects will continue to give the Company's shareholders the opportunity to participate in the growth of the Gold-Copper Projects through a separate entity that will have sufficient resources to further develop the assets;
- (c) the Spin-out will provide separate funding channels for Diablo and the Gold-Copper Projects (including the Diablo IPO), thereby allowing the Company to conserve its cash resources; and
- (d) the Company considers the Gold-Copper Projects to be non-core to its strategic objectives. The Board considers that the value of the Gold-Copper Projects is not recognised in HWK's share price due to the current interest in battery minerals entities and believes there is presently an opportunity to separate the Gold-Copper Projects into a standalone company with specific commodity and management focus with a new managing director. The Board believes that this will allow for a better focus on the advancement of the Gold-Copper Projects and should enable a more transparent market value to be placed on the Gold-Copper Projects, whilst the Company continues to develop its flagship Big Sandy Lithium Project.
Assuming the Company proceeds with the Proposal, it is intended that Diablo will undertake and be funded by the Diablo IPO. Please refer to Section 2.7 for details.
2.5 Corporate structure
In the event Resolutions 1, 2 and 3 are passed, the Company proceeds with the Proposal and the In-specie Conditions are satisfied, the restructure of HWK and Diablo will occur as follows assuming completion of the In-specie Distribution:
Current group structure:
Refer to Schedule 8.
Structure post completion of the In-specie Distribution, Diablo IPO and Acquisition:
Refer to Schedule 9.
2.6 Diablo IPO and Information on Diablo
Diablo's business will be created, initially, via the acquisition of the Gold-Copper Projects (Acquisition). Upon listing on the ASX, Diablo will also look to pursue other opportunities in the resources sector that will add value for Shareholders.
As at the date of this Notice of Meeting, Diablo has entered into an agreement to acquire the entities which hold the legal and beneficial title to the tenements which comprise the Gold-Copper Projects (Share Sale Agreement). Refer to Schedule 4 for a summary of the Share Sale Agreement.
As noted above, it is intended that, in conjunction with the Proposal, Diablo will undertake the Diablo IPO. Current HWK Shareholders will not be required to contribute additional funds to give effect to the Diablo IPO. It is, however, Diablo's current intention that the Diablo IPO will include a form of priority offer to existing HWK Shareholders, and this offer will also include an offer to HWK Shareholders who would otherwise hold a parcel of Diablo Shares worth less than \$2,000 (at a deemed issue price of \$0.20 per share) following the In-specie Distribution, to enable them to "top-up" their existing holding to a parcel of Diablo Shares worth \$2,000 on listing.
At present, it is expected that Diablo will seek to raise up to \$6,500,000 under the Diablo IPO (by the issue of up to 32,500,000 Diablo Shares assuming an issue price of \$0.20 per Share) pursuant to a prospectus to be lodged with ASIC as soon as practicable. Shareholders should note the proposed structure and terms of the Diablo IPO are, at the date of this Notice, indicative only and that Diablo reserves the right to amend the proposed structure and terms (including offering a larger or smaller number of shares in Diablo). The Company will keep Shareholders updated in respect of the Diablo IPO.
HWK will be responsible for meeting all required tenement expenditure on the Gold-Copper Projects until completion of the Diablo IPO, at which time Diablo will assume responsibility for all costs associated with the Gold-Copper Projects.
HWK has also agreed to fund Diablo's expenses in respect of the Proposal and the Diablo IPO (e.g. legal and other fees incurred in the preparation of documentation giving effect to the Diablo IPO) which will be repaid to HWK from the proceeds of the Diablo IPO.
The Diablo Board will then seek to advance the Gold-Copper Projects in the manner in which it considers to be in the best interests of Diablo Shareholders at the relevant time and based on its ability to fund those intentions. However, the Company notes and confirms, that there is no guarantee that the Company will proceed with the Spin-out, or the In-specie Distribution or that the Diablo IPO will be successful and result in a listing on ASX.
In the short term, Diablo would be focused on exploration activities at the Gold-Copper Projects. Over the medium term, Diablo would be focused on delivering value to its shareholders through the continued exploration and development of the Gold-Copper Projects and any additional assets that may be acquired at a future point in time. Further details will be included in the Diablo IPO prospectus which will be circulated to all HWK Shareholders.
The Diablo IPO will ensure Diablo is financed to continue (or commence) exploration activities on the Gold-Copper Projects aimed at the continued exploration and discovery of a maiden JORC resource at the Gold-Copper
Projects. Please refer to the Independent Technical Assessment Report in Schedule 10 for further details about the Gold-Copper Projects and to Section 2.7 below for the proposed work programme and expenditure budget for each project.
The information contained in this Section in respect of the potential future prospects of Diablo should be read together with the risk factors set out in Schedule 3.
2.7 Background on "fair value", the Diablo Projects and proposed Project Development Plan
ITAR
A summary of each of the Gold-Copper Projects including information on prospectivity is set out in the Independent Technical Assessment Report in Schedule 10 .
Assessment of Fair Value
The Independent Technical Assessment Report is not a valuation, and the value at which the Gold-Copper Projects are being transferred to Diablo is the consideration being paid by Diablo, which has been set by the Board as 40,000,000 Diablo Shares. The ultimate value will be determined by whether Diablo is able to raise the proposed \$6.5 million however the estimate of the current market value of 40,000,000 Diablo Shares if the raise is successful is therefore \$8 million based on the capital raising price of 20 cents per Diablo Share.
The Board has considered the following relevant matters as the reasonable basis for their assessment of the fair value:
- (a) Hawkstone has expended approximately \$3 million in exploration and other expenditure on the Gold-Copper Projects (including as part of the initial acquisition) and as these are exploration assets, Hawkstone has not earned any revenue from these assets;
- (b) the exploration work completed to date on the Gold-Copper Projects has been encouraging and there is significant potential upside given the stage of exploration. The Gold-Copper Projects are close to drill ready and good drilling results may result in a re-rating of the value but this work needs to be completed and funding raised to do so. It is considered that this is best done within a separate listed structure in order to raise the funds and unlock this value;
- (c) the consideration that Diablo is likely to pay to acquire projects of this nature and current stage of exploration if it was dealing with an arm's length third party is likely to be similar, and possibly higher as a third party vendor may require further performance upside in the nature of performance shares or a royalty based on future production; and
- (d) the Company has had numerous discussions with its corporate advisor, PAC Partners, as to a valuation that the market would ascribe to the Gold-Copper Projects. In conjunction with its advisers, based on current market parameters, this is the value that was considered to be fair.
It is considered by the Board that the ultimate assessment of value will be determined by the market, and the success or otherwise of the public offer.
Business Model
Diablo's proposed business model will be to further explore and develop deposits located within the Gold-Copper Projects (where possible) in proximity to established mining operations and infrastructure which demonstrate the ability to be developed into early production opportunities.

Diablo proposes to undertake exploration across the Gold-Copper Projects as outlined below with the intention of demonstrating the economic potential of any potential deposits. Diablo also intends to evaluate and pursue other prospective opportunities in the resources sector in line with its strategy to develop high quality assets. Details of the plans for each project are set out below.
(e) Devil's Canyon Gold-Copper Project
The Devil's Canyon Gold-Copper Project is located approximately 50km north of Eureka and 100km south of Elko, Nevada, USA, and consists of 90 BLM claims covering 6.56km2. The project lies within the Carlin Trend in Nevada (produced in excess of 195 million ounces of gold) and is 20km west of the Bald Mountain Gold Mine of Kinross Gold and 40km north of the Ruby Hill Gold Mine of Barrick Gold Corporation.
The project is underlain by a sequence of Palaeozoic sediments intruded by a multi-phase granite. Photogeological interpretation has identified 7 Targets related to NE, NW and northerly trending faults and shear zones in and on the perimeter of the granite. Airborne UAV magnetics has further highlighted these targets and subsequent phases of rock chip sampling has identified 2 gold-copper and 2 copper mineralised zones closely related to the structural targets, in particular coincident Target 1 and Zone Au1 that lie along a NE trending structure forming the northern contact of the intrusive with limestone.1
1 HWK ASX Announcement dated 21 February 2021 – "Spectacular Grades from Devils Canyon Project".
The Company plans to complete detailed surface mapping and grid based soil sampling over the Devils Canyon Project in conjunction with modelling of geophysical data prior to initial drilling. Drilling is planned for the 2021 field season.
(f) Western Desert Gold-Copper Project
The Western Desert Gold-Copper Project (WD) consists of 258 BLM lode mining claims and 3 State Leases covering 28.65km2 located in western Utah near to the Nevada Border. The project is located within the Basin & Range Province of the Western USA. It lies within the same sequence of Cambro-Ordovician carbonate and sedimentary rocks that host the Carlin Trend gold deposits 200km to the west and the Long Canyon Gold Mine (Newmont 2.95M oz Au) 50km to the west.
Previous exploration has consisted of minor shafts, adits and dozer scrapes.
The stratigraphy and structure of the geology on the project is similar to the host rocks of the Carlin trend gold deposits. A wedge of Carboniferous sediments and carbonate units in the west is thrust over pre-Carboniferous (Cambrian to Devonian) units to the east. In the Carlin Trend the mineralisation is hosted within the overlying carbonate units along or near the thrust faults.
Exploration has consisted of photogeological interpretation, targeting, mapping, rock chip, stream sediment sampling and ground magnetics and gravity surveys. The photogeological interpretation identified 11 geological and structural targets. This was followed by stream sediment sampling in conjunction with rock chip sampling across the higher ranked targets identifying 4 areas of stream sediment anomalism. The main core of the project area containing targets A1, A2, A3 and A6 were covered by ground magnetics and gravity surveys.2 This data is presently being processed and modelled.
It is planned to drill the resulting targets in the second half of 2021.
(g) Lone Pine Gold Project
The Lone Pine Project comprises two Patented Mining Claims and a further 268 BLM lode claims covering an area of approximately 21.85 km2 ten kilometres west of Salmon, Lemhi County, Idaho.
The Lone Pine Project contains precious metal occurrences spatially and genetically related to the Eocene age Trans-Challis Fault System a major zone of rifting and crustal extension. The mineralised quartz-filled structure/shear hosting the Lone Pine vein zone is associated with a steeply dipping, NE striking contact between granitoid and sediments.
During 2020, 11 diamond drill holes LPDD01 to LPDD11 totalling 677.55m were completed along the Lone Pine vein zone with all holes intersecting the zone. Best result was 0.31m @ 65.60 g/t Au.3
2 HWK ASX announcement dated 03 July 2020 – "950% Increase in landholding at Western Desert Project" and HWK ASX announcement 30 April 2021 – "Quarterly Cashflow Report" ending 31 March 2021. 3 HWK ASX Announcement dated 15 September 2020 – "Drilling confirms high-grade mineralisation at Lone Pine".
In addition, the Company completed regional mapping and rock chip sampling identifying numerous other gold occurrences within the project area.
Drill planning at King Solomon and Lone Pine is progressing and airborne UAV magnetics are planned during Q2.
Assuming completion of the Diablo IPO, it is currently proposed that the initial exploration program for the Gold-Copper Projects will include a total of approximately \$6.5M budgeted for the first two financial years as set out in the table below:
| DEVILS CANYON GOLD-COPPER PROJECT | |||||
|---|---|---|---|---|---|
| Activity | Year 1 | Year 2 | Total | ||
| Geochem, Geophysics and Mapping |
\$95,000 | \$110,000 | \$205,000 | ||
| Drilling & Assay | \$600,000 | \$1,100,000 | \$1,700,000 | ||
| Metallurgical and Scoping Studies |
- | \$30,000 | \$30,000 | ||
| Total Devils Canyon | \$695,000 | \$1,240,000 | \$1,935,000 | ||
| WESTERN DESERT GOLD-COPPER PROJECT | |||||
| Activity | Year 1 | Year 2 | Total | ||
| Geochem, Geophysics and Mapping |
\$20,000 | \$100,000 | \$120,000 | ||
| Drilling & Assay | \$500,000 | \$950,000 | \$1,450,000 | ||
| Metallurgical and Scoping Studies |
- | \$30,000 | \$30,000 | ||
| Total Western Desert | \$520,000 | \$1,080,000 | \$1,600,000 | ||
| LONE PINE GOLD PROJECT | |||||
| Activity | Year 1 | Year 2 | Total | ||
| Geochem, Geophysics and Mapping |
\$35,000 | - | \$35,000 | ||
| Drilling & Assay | \$350,000 | \$744,000 | \$1,094,000 | ||
| Metallurgical and Scoping Studies |
- | \$30,000 | \$30,000 | ||
| LONE PINE GOLD PROJECT | LONE PINE GOLD PROJECT |
LONE PINE GOLD PROJECT |
LONE PINE GOLD PROJECT |
||
| Activity | Activity | Activity | Activity | ||
| Total Lone Pine | \$385,000 | \$774,000 | \$1,159,000 | ||
| CORPORATE | \$550,000 | \$550,000 | \$1,100,000 | ||
| COSTS OF CAPITAL RAISING | \$706,000 | - | \$706,000 | ||
| GRAND TOTAL | \$6,500,000 |
The above table are statements of Diablo's intentions as of the date of this Notice and assumes completion of the Diablo IPO. As with any budget, intervening events including, but not limited to, exploration success or failure and new circumstances have the potential to affect the manner in which the funds are ultimately applied. Diablo reserves the right to alter the way funds are applied on this basis. Further, the above table will be subject to change in the event Diablo amends the proposed structure and terms of the Diablo IPO.
Further details of the plan and budget proposed for each of the Gold-Copper Projects will be included in the Diablo IPO prospectus. Refer to Schedule 10 for details about the claims which comprise the Gold-Copper Projects and previous exploration undertaken. The key risks which will face Diablo and exploration of the Gold-Copper Projects are set out in Schedule 3.
The balance of the proceeds raised from the Diablo IPO are proposed to be applied as follows:
- (i) expenses of the Diablo IPO \$706,000; and
- (ii) working capital \$1,100,000.
2.8 Capital Reduction – General
The Company seeks Shareholder approval under Resolution 2 to enable HWK to reduce its capital by the distribution of specific assets to Shareholders, being 40,000,000 Diablo Shares.
The Corporations Act and the ASX Listing Rules set out the procedure and timing for a capital reduction. Refer to the Important Notices section of this Notice of Meeting for an indicative timetable in respect of the Proposal. The alteration to the Company's capital and the In-specie Distribution will become effective from the Record Date provided that after the Record Date has been set, the Directors have not provided a notice to ASX stating that the Company does not intend to proceed with the reduction of capital contemplated by Resolution 2.
Assuming that the In-specie Conditions are met and that the Company proceeds with the Proposal, the Record Date to determine entitlements of Shareholders to participate in the In-specie Distribution is 22 September 2021.
If the capital reduction proceeds, Eligible HWK Shareholders will receive a pro rata entitlement to 40,000,000 Diablo Shares and each Eligible HWK Shareholder's name will be entered on the register of members of Diablo with each Eligible HWK Shareholder having deemed to have consented to becoming a Diablo shareholder and being bound by its constitution.
An Eligible HWK Shareholder's entitlement to Diablo Shares to be distributed is to be based on the number of HWK Shares held at the Record Date.
Due to the outstanding Options on issue in HWK and also because of the potential future issue of Shares by the Company before the Record Date, it is not clear at the date of this Notice how many HWK Shares will be on issue at the Record Date nor therefore what the exact ratio for the In-specie Distribution will be. However, based on the HWK Shares on issue as at the date of this Notice of Meeting, the ratio of the In-specie Distribution would be 2.44 Diablo Shares for every 100 HWK Shares held.
Other than as shareholders of HWK or as otherwise set out in this Explanatory Statement (the grant of Performance Rights set out in Resolutions 4 to 6), none of the Directors have any interest in Resolution 2.
For further details with respect to the effect of this Resolution 2, including the implications for Ineligible HWK Shareholders, please refer to Section 2.22 below.
2.9 Pro forma financial position of HWK and Diablo upon completion of the Proposal and Diablo IPO
Set out in Schedule 1 is the statement of financial position of the Company as at 31 December 2020 together with the unaudited pro forma statement of financial position of the Company following completion of the Proposal and Diablo IPO.
A pro forma statement of financial position for Diablo, reflecting the proposed balance sheet of Diablo following completion of the Proposal and the Diablo IPO is set out in Schedule 2.
2.10 Advantages and Disadvantages of the Proposal (assuming completion of the Spin-out and In-specie Distribution):
(a) Advantages
- (i) All Eligible HWK Shareholders will retain an interest in the Gold-Copper Projects through their individual pro-rata shareholdings in Diablo.
- (ii) All Shareholders will retain their current percentage ownership interest in the capital of HWK.
- (iii) The Directors believe that the market is attributing minimal value to the Gold-Copper Projects. The Board believe that a company primarily dedicated to exploring and developing the Gold-Copper Projects (together with other gold assets) may be able to extract additional value from the projects.
- (iv) The Spin-out and subsequent Diablo IPO should allow for a better focus on the advancement of the Gold-Copper Projects and should enable a more transparent market value to be placed on the Gold-Copper Projects, whilst the Company continues to develop its flagship Big Sandy Lithium Project. The Spin-out from HWK will mean that both HWK and Diablo will have a primary focus that will not be affected by events or occurrences relating to other projects.
- (v) The Board believes that investors and the Company would benefit from the Company having a simplified corporate strategy. Different HWK Shareholders (and potential investors) have preferences for different assets within HWK's asset portfolio, however the current corporate structure with its diversified commodity interests does not allow for delivery of a simplified corporate strategy. The Proposal will allow both HWK and Diablo to adopt a simplified corporate strategy.
-
(vi) On the basis that the Proposal proceeds and the Spin-out is completed, HWK will be spending approximately \$1.1 million less on exploration costs without the Gold-Copper Projects. The Boards intention is to use these funds on drilling and pilot plant design and construction to progress exploration and development of the Big Sandy Lithium Project to a feasibility study stage.
-
(vii) Future capital raisings are expected to be more achievable by each individual entity as the focus of the funding will be on either specifically, HWK's Big Sandy Lithium Project or the Gold-Copper Projects held by Diablo.
- (viii) The Spin-out will provide Shareholders with the ability to participate in the exploration upside of the Gold-Copper Projects under a separate company with separate financing capabilities whilst also maintaining their investment exposure to HWK's advanced Big Sandy Lithium Project.
(b) Disadvantages
- (i) There is no guarantee that the Diablo Shares will rise in value.
- (ii) There are a number of potential disadvantages arising from Diablo seeking further funding (including pursuant to the Diablo IPO). These include, but are not limited to:
- (A) dilution of Diablo Shareholders' shareholdings via the Diablo IPO or future equity raisings; and
- (B) uncertainty regarding Diablo's ability to raise required funding.
- (iii) Shareholders may incur additional transaction costs if they wish to dispose of their new investment in Diablo (e.g. brokerage costs).
- (iv) There may be a taxation consequence in respect of the distribution of the Diablo Shares to the Shareholders. Details of the possible general taxation effect of the transaction are set out in Section 2.24 of this Explanatory Statement.
- (v) The costs relating to Diablo and the Proposal (some of which will initially be incurred by HWK) will include, but are not limited to:
- (A) legal and other fees incurred in the preparation of documentation giving effect to the Proposal and the Diablo IPO; and
- (B) tax advice obtained in relation to taxation consequences of the Proposal.
- (vi) Remuneration will not be paid to Diablo's directors until the Diablo IPO has been completed. Following receipt of Shareholder approval and completion of the Proposal and the Diablo IPO, the Diablo Board may be different to that of Diablo's present Board and also different to that of the Company's present Board. Following implementation of the Proposal and completion of the Diablo IPO, Diablo will assume responsibility for the remuneration of the Diablo Board and will be responsible for all of its own exploration, management and administration expenses (including directors' remuneration).
- (vii) As a result of the return of capital, HWK may forego a percentage of the premium it might have received from a
person seeking to acquire a controlling stake in Diablo and its Gold-Copper Projects.
(viii) Assuming completion of the Spin-out, there will be two separate companies that will require to be funded and will incur ongoing administrative costs (being HWK and Diablo) rather than one company as is the case at present (being HWK). This will lead to a duplication of costs to Shareholders in some instances (e.g. directors' fees).
2.11 Failure to achieve completion of the Proposal
Failure to achieve completion of the Proposal may result in a reduced level of exploration expenditure on the Gold-Copper Projects by the Company, or exploration may occur on a delayed timetable. The Company has prioritised its projects and the Gold-Copper Projects are currently considered non-core and of less priority than the Company's flagship Big Sandy Lithium Project.
In the event that the Proposal is not successful, the Company may explore alternative methods of funding exploration on the Gold-Copper Projects although a successful outcome cannot be guaranteed. This may include, but is not limited to, entering into a joint venture arrangement with third parties or selling a portion of the Gold-Copper Projects.
2.12 Diablo Proposed Structure and Board
Upon listing, it is proposed that Diablo's board of directors will comprise:
(a) Paul Lloyd – Non-Executive Chairman
Paul Lloyd is a Chartered Accountant with over thirty years commercial experience. Mr Lloyd operates his own corporate consulting business, specialising in the area of corporate, financial and management advisory services. After commencing his career with an international accounting firm, he was employed for approximately 10 years as the General Manager of Finance for a Western Australian based international drilling contractor working extensively in Australia, Asia and Africa.
Mr Lloyd has been responsible for a number of ASX IPO's in the resources and oil and gas industries over the last 15 years and has been involved in capital raising in excess of \$50,000,000.
(b) Greg Smith – Non-Executive Director
Greg Smith commenced his career in 1975 and has worked over a wide cross section of minerals and countries including in North America, Australia, Asia, and throughout Africa. Mr Smith was the exploration manager for Moto Gold Mines Ltd, responsible for the discovery of 22.5 million ounces of gold in the Democratic Republic of Congo (Kibali Mine). He is a Member of the Australasian Institute of Mining and Metallurgy.
(c) Barnaby Egerton-Warburton – Non-Executive Director
Barnaby Egerton-Warburton has over 20 years of trading, investment banking, international investment and market experience with positions at JP Morgan, BNP Equities (New York) and Prudential Securities (New York). He is an experienced investment banker and corporate advisor, having held managing director and non-executive director positions in the investment banking, oil & gas and resource sectors. Mr Egerton-Warburton holds a degree in economics, is a graduate of the Australian Institute of Company Directors, and a member of the American Association of Petroleum Geologists.
The final composition of the Diablo board and proposed remuneration will be confirmed by the Company at a future date with further details to be included in the prospectus for the Diablo IPO.
2.13 Disclosure to ASX
HWK, as an entity with Shares quoted on the Official List of the ASX, is a disclosing entity and, as such, is subject to regular reporting and disclosure obligations. Copies of documents lodged in relation to HWK can be accessed at either the Company's ASX announcements platform or the Company's website.
2.14 Risk Factors
On successful completion of the Proposal and Diablo IPO, Eligible HWK Shareholders will become shareholders in Diablo and should be aware of the general and specific risk factors which may affect Diablo and the value of its securities. These risk factors are set out in Schedule 3. The risk factors have been reviewed by each of the boards of directors of the Company and Diablo and are considered applicable.
2.15 Effect of Proposed Capital Reduction on the Company
A pro-forma statement of financial position of HWK is contained in Schedule 1 which shows the financial impact of the capital reduction and the Proposal on the Company. Furthermore, the Company, being an ASX listed entity, is subject to the continuous disclosure requirements set out in Chapter 3 of the ASX Listing Rules. As such, the Company is required to lodge quarterly accounts detailing the Company's current financial position. Any use of funds by the Company will be detailed in these quarterly reports and any significant transactions will be disclosed to Shareholders.
2.16 Director's Interests and Recommendations
The table below sets out the number of securities in HWK held by the Directors at the date of this Notice and also the number of Diablo Shares they are likely to have an interest in if Resolution 2 is passed and implemented:
| Director | HWK Shares | Options1 | Performance Rights |
Approximate Number of Diablo Performance Rights each Director will receive |
|---|---|---|---|---|
| Paul Lloyd | 28,682,689 | 65,000,000 | nil | 3,000,000 |
| Greg Smith | 19,500,000 | 55,000,000 | nil | 2,100,000 |
| Barnaby Egerton Warburton |
4,570,000 | 34,250,000 | nil | 2,300,000 |
Notes:
- The interest in options of each director is set out as follows:
| Director | Interests in options |
|---|---|
| Barnaby Egerton Warburton |
7,750,000 \$0.06 options - expiry 30/12/21 |
| 4,000,000 \$0.07 options - expiry 30/12/21 | |
| 11,250,000 \$0.012 options vesting on 150,000oz gold - expiry 29/04/23* |
|
| 11,250,000 \$0.012 options vesting on 250,000oz gold - expiry 29/04/23** |
|
| Paul Lloyd | 15,000,000 \$0.04 options - expiry 07/09/22 |
| 15,000,000 \$0.05 options - expiry 07/09/22 | |
| 17,500,000 \$0.012 options vesting on 150,000oz gold - expiry 29/04/23* |
|
| 17,500,000 \$0.012 options vesting on 250,000oz gold - expiry 29/04/23** |
|
| Greg Smith | 15,000,000 \$0.04 options - expiry 07/09/22 |
| 15,000,000 \$0.05 options - expiry 07/09/22 | |
| 12,500,000 \$0.012 options vesting on 150,000oz gold - expiry 29/04/23* |
|
| 12,500,000 \$0.012 options vesting on 250,000oz gold - expiry 29/04/23** |
* exercisable at \$0.012 vesting on the announcement by the Company to the ASX of a JORC compliant inferred resource of 150,000 ounces or more of gold or gold equivalent from either the Lone Pine Project or the Western Desert Project on or before 29/04/23; and
** exercisable at \$0.012 vesting on the announcement by the Company to the ASX of a JORC compliant inferred resource of 250,000 ounces or more of gold or gold equivalent from either the Lone Pine Project or the Western Desert Project on or before 29/04/23.
After considering all relevant factors, the Directors recommend the Company's Shareholders vote in favour of Resolutions 2 and 3 for the reasons summarised in Sections 2.4 and 2.10 of this Notice.
2.17 Effect of Proposed Capital Reduction on Shareholders in HWK
What will you receive?
If the Proposal is implemented, Eligible HWK Shareholders will receive an in specie return of capital by way of the distribution of Diablo Shares in proportion to the number of HWK Shares held by them at the Record Date.
Eligible HWK Shareholders are not required to contribute any payment for the Diablo Shares which they are entitled to receive under the Proposal.
What is the impact on your shareholding in the Company?
The number of Shares in the Company that you hold will not change as a result of the Proposal.
If the Proposal is implemented, the value of your HWK Shares may be less than the value held prior to the Proposal being implemented due to the removal of the Gold-Copper Projects from the Company's asset portfolio. The size of any decrease cannot be predicted and will be dependent on the value ascribed to the Gold-Copper Projects.
Do you have to do anything to receive your Diablo Shares?
You must hold HWK Shares on the Record Date in order to receive your entitlement of Diablo Shares pursuant to the In-specie Distribution. If the Proposal proceeds, you will automatically receive the Diablo Shares you are entitled to receive (unless you are an Ineligible HWK Shareholder, in which case you will receive the proceeds), even if you vote against the Proposal or do not vote at all.
Will I be able to trade my Diablo Shares?
If the Proposal is approved by Shareholders and is implemented and assuming completion of the Diablo IPO, a holder of Diablo Shares will be able to sell their Diablo Shares in the future.
What are the taxation implications of the Proposal?
A general guide to the taxation implications of the Proposal is set out in Section 2.24 of this Explanatory Statement. The description is expressed in terms of the Proposal and is not intended to provide taxation advice in respect of particular circumstances of any Shareholder. Shareholders should obtain professional advice as to the taxation consequences of the Proposal in their specific circumstances.
What will happen if Resolution 2 is not approved?
In the event that Shareholder approval of Resolution 2 is not obtained, the Proposal will not proceed and the distribution of Diablo Shares to HWK Shareholders will not occur.
2.18 Additional important information for HWK Shareholders
(a) The capital structure of HWK as at the date of this Notice is:
| Number of Shares | Number of Options1 |
|---|---|
| 1,711,862,945 | 251,738,377 |
Notes:
- Consisting of:
| Security Name | Issuer Holdings |
|---|---|
| UNL OPTS @ \$0.04 EX 07/09/2022 | 52,250,000 |
| UNL OPTS @ \$0.05 EX 07/09/2022 | 47,250,000 |
| UNL OPT @ \$0.06 EXP 30/12/2021 | 22,250,000 |
| UNL OPT @ \$0.07 EXP 30/12/2021 | 12,500,000 |
| UNL OPT @ \$0.012 EXP 29/04/2023 TRANCHE 1 |
41,250,000 |
| UNL OPT @ \$0.012 EXP 29/04/2023 TRANCHE 2 |
41,250,000 |
| UNL OPT @ \$0.02 EXP 02/12/2022 | 27,488,376 |
| UNL BROKER OPT @ \$0.02 EXP 02/12/2022 | 2,500,000 |
| UNL OPT @ \$0.05 EXP 1/04/2023 | 1,666,667 |
| UNL OPT @ \$0.06 EXP 1/04/2023 | 1,666,667 |
| Security Name | Issuer Holdings |
|---|---|
| UNL OPT @ \$0.07 EXP 1/04/2023 | 1,666,667 |
(b) The proposed capital structure of Diablo post completion of the Proposal and the Diablo IPO will be:
| Type of security | Number (assuming \$6,500,000 is raised under the Diablo IPO) |
% |
|---|---|---|
| Fully paid ordinary shares | ||
| Eligible HWK Shareholders | 40,000,000 | 53.7 |
| Diablo IPO1 | 32,500,000 | 43.6 |
| Lead Manager Shares2 | 2,000,000 | 2.7 |
| Total Shares | 74,500,000 | 100 |
| Founder Performance Rights3 | 7,400,000 |
Notes:
-
- As at the date of this Notice, it is expected that Diablo will seek to raise up to \$6,500,000 (by the issue of up to 32,500,000 shares at \$0.20 each). Diablo's current intention is that the Diablo IPO will include a priority offer to HWK Shareholders. Shareholders should note the proposed structure and terms of the Diablo IPO are, at the date of this Notice, indicative only and that Diablo reserves the right to amend the proposed structure and terms (including offering a larger or smaller number of shares in Diablo).
-
- 2,000,000 Shares are proposed to be issue to PAC Partners at an issue price of \$0.20 per Share.
-
- 7,400,000 Performance Rights are proposed to be issued to Diablo Directors Paul Lloyd (3,000,000), Greg Smith (2,300,000), and Barnaby Egerton-Warburton (2,100,000). Refer to Schedule 6 for terms and conditions of the Performance Rights.
Shareholders should note that the capital structure outlined above is indicative only and that Diablo has the discretion to amend the capital structure without notice.
- (c) The Record Date will be set by the Directors after the date Resolution 2 is passed and depends on the satisfaction of the In-specie Conditions. Refer to Section 2.3 for further details.
- (d) 40,000,000 Diablo Shares will be distributed on a pro-rata basis to Eligible HWK Shareholders on the Record Date based on the number of HWK Shares held by such holders at the Record Date. Due to the outstanding Options on issue in HWK and also because of the potential future issue of Shares by the Company before the Record Date, it is not clear at the date of this Notice how many HWK Shares will be on issue at the Record Date nor therefore what the exact ratio for the In-specie Distribution will be.
At the date of this Notice, there are 1,656,034,601 Shares on issue in the Company. Assuming this same number of Shares was on issue at the Record Date, the formula for the In-specie Distribution would be approximately 2.41 Diablo Shares for every 100 HWK Shares held. Any exercise of Options in HWK or further issue of HWK Shares will have the effect of lowering the number of Diablo Shares distributed for each Share in HWK. Any fractions of entitlement will be rounded down to the next whole number.
- (e) The return of capital will be effected by a pro-rata distribution of the Diablo Shares in specie proportionately to all of the Company's Shareholders:
- (i) registered as such as at 5:00 pm (WST) on the Record Date; or
- (ii) entitled to be registered as a Shareholder in the Company by virtue of a transfer of Shares executed before 5:00 pm (WST) on the Record Date and lodged with the Company at that time.
2.19 Information concerning HWK Shares
The rights attaching to the Shares in HWK will not alter.
For the information of Shareholders, the highest and lowest recorded sale prices of the Company's Shares as traded on ASX during the 12 months immediately preceding the date of this Explanatory Statement, and the respective dates of those sales were:
| Date | Highest Price | Date | Lowest Price |
|---|---|---|---|
| 29 January 2021 | \$0.064 | 11 December 2020 | \$0.009 |
The latest available closing price of the HWK Shares on ASX prior to the date of this Notice was \$0.029 on 3 August 2021.
2.20 Section 256C of the Corporations Act
- (a) The proposed reduction of capital by way of an in-specie distribution to Shareholders is an equal capital reduction.
- (b) Under section 256B of the Corporations Act, the Company may only reduce its capital if it:
- (i) is fair and reasonable to Shareholders as a whole;
- (ii) does not materially prejudice the Company's ability to pay its creditors; and
- (iii) is approved by Shareholders in accordance with section 256C of the Corporations Act.
-
(c) The Directors believe that the Proposal is fair and reasonable to Shareholders as a whole and does not materially prejudice the Company's ability to pay its creditors. This is because each HWK Shareholder is treated equally and in the same manner since the terms of the reduction of capital are the same for each HWK Shareholder. The Inspecie Distribution is on a pro rata basis, and the proportionate ownership interest of each HWK Shareholder remains the same before and after the Proposal.
-
(d) In accordance with the Corporations Act:
- (i) the proposed reduction is an equal reduction and requires approval by an ordinary resolution passed at a general meeting of HWK Shareholders;
- (ii) this Explanatory Statement and accompanying Prospectus and previous ASX announcements set out all information known to HWK that is material to the decision on how to vote on Resolution 2; and
- (iii) HWK has lodged with ASIC a copy of this Notice of Meeting and accompanying Prospectus.
2.21 ASX Listing Rule 7.17
ASX Listing Rule 7.17 provides in part that a listed entity, in offering shareholders an entitlement to securities in another entity, must offer those securities pro rata or in such other way as, in the ASX's opinion, is fair in all the circumstances.
In addition, the record date to decide entitlements must be at least 4 business days after the prospectus for the offer is given to ASX.
There also must be no restriction on the number of securities which a shareholder holds before this entitlement accrues.
The proposal satisfies the requirements of ASX Listing Rule 7.17, as the issue of Diablo Shares is being made to Shareholders on a pro rata basis, the Record Date will be set on at least 4 business days after the prospectus for the offer is given to ASX and there is no restriction on the number of Shares a Shareholder must hold before the entitlement to the HWK Shares accrues.
2.22 ASX Listing Rule 11.4
ASX Listing Rule 11.4 provides that an entity must not dispose of a major asset if, at the time of the disposal, it is aware that the person acquiring the asset intends to issue or offer securities with a view to becoming listed. ASX Listing Rule 11.4 further provides that an entity must do each of the following if one of its child entities holds the major asset:
- (a) It must not sell securities in the child entity with a view to the child entity becoming listed.
- (b) It must make sure that the child entity does not issue securities with a view to becoming listed.
ASX Listing Rule 11.4 does not apply if the holders of ordinary securities in the entity approve of the disposal without a pro rata offer of securities being made to the holders of the ordinary securities in the entity.
As the Spin-out involves the Company selling its interest in the Gold-Copper Projects to Diablo who will undertake the Diablo IPO with a view to becoming listed, the Company must obtain shareholder approval for the disposal of the Gold-Copper Projects to Diablo.
2.23 Effect of Shareholder approval
(a) General
If Resolution 2 is approved, HWK Shareholders (as at the Record Date) will receive a pro rata beneficial entitlement to Diablo Shares based on the number of HWK Shares held at the Record Date. The reduction in HWK's capital and the transfer and distribution of Diablo Shares will become effective from the Record Date (provided that after the Record Date has been set the In-specie Conditions have been satisfied and the Directors have not provided a notice to ASX stating that the Company does not intend to proceed with the reduction of capital contemplated by Resolution 2). Any fractions of entitlement will be rounded down to the next whole number. Shares in Diablo are to be held subject to its constitution which is in standard form for an ASX listed entity.
The actual dollar value of the proposed return of capital will be an amount equal to the value of the Diablo Shares transferred and distributed to be assessed by the Directors. Please refer to Schedules 1 and 2 for the pro-forma statements of financial position of both HWK and Diablo which show the expected financial impact of the Proposal and Diablo IPO.
The Board considers the proposed reduction of capital will have no material effect on the interests of HWK Shareholders, except as disclosed in the discussion of the advantages and disadvantages of the reduction set out in Section 2.10 above.
(b) Ineligible HWK Shareholders
Shareholders on the In-specie Distribution Record Date with an address outside an Eligible Country or who will hold a parcel of Diablo shares worth less than \$500 at listing (based on the Diablo IPO price and taking into account any allocation to existing HWK shareholders under the Diablo IPO) (together, Ineligible HWK Shareholders) will have their pro-rata entitlement of Diablo Shares sold by the Company's sale nominee, PAC Partners Securities Pty Ltd (Nominee), and the net proceeds paid to the Ineligible HWK Shareholders, with the timing of the sale to coincide with Diablo successfully completing the Diablo IPO, being admitted to ASX and a market for Diablo Shares being established on ASX.
The Nominee will act on a best efforts only basis to sell the Ineligible HWK Shareholders' Diablo Shares, and will not be liable to the Ineligible HWK Shareholders for any loss suffered as a result.
The release, publication or distribution of the Notice of Meeting and Explanatory Memorandum in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons outside of Australia who come into possession of the Notice of Meeting and Explanatory Memorandum should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.
The Notice of Meeting and Explanatory Memorandum have been prepared in accordance with Australian law and are subject to Australian disclosure requirements. The information contained in the Notice of Meeting and Explanatory Memorandum may not be the same as that which would have been disclosed if the Notice of Meeting and Explanatory Memorandum had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.
Financial information in this Explanatory Memorandum has been prepared in accordance with the classification and measurement principles of the Australian Accounting Standards and is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.
This document does not constitute an offer of Diablo Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Diablo Shares may not be offered, in any country outside Australia except to the extent permitted below.
New Zealand
This Notice of Meeting is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 or any other New Zealand law. The offer of Shares under the In-specie Distribution is being made to existing shareholders of the Company in reliance upon the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 and, accordingly, this Notice of Meeting may not contain all the information that a disclosure document is required to contain under New Zealand law.
(c) Effect of In-specie Distribution on existing Options
In accordance with the terms of issue of each of the existing Options in HWK outstanding as at the date Resolution 2 is passed and in accordance with ASX Listing Rule 7.22.3, the exercise price of each such outstanding Option in HWK will be automatically reduced by the same amount as the amount returned in relation to each HWK Share. There will be no early lapsing of any existing HWK Options for any HWK employee or director who holds such Options and who becomes employed by Diablo in lieu of HWK.
2.24 Information concerning Diablo Shares
A summary of the more significant rights that will attach to the Diablo Shares is set out below. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Diablo Shareholders. Full details of the rights attaching to the Diablo Shares are set out in Diablo's Constitution, a copy of which is available on request.
(a) General meetings
Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of Diablo.
Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:
- (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
- (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
- (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculation the proportion.
(c) Dividend rights
Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid or credited as paid is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.
The Directors may from time to time pay to the Shareholders any interim dividends as they believe to be justified subject to the requirements of the Corporations Act. No dividend shall carry interest as against Diablo. The Directors may set aside out of the profits of Diablo any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of Diablo may be properly applied.
Subject to the ASX Listing Rules and the Corporations Act, Diablo may, by resolution of the Directors, implement on such terms and conditions as the Directors think fit, (a) a dividend reinvestment plan which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which Diablo shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by Diablo to the payment of the subscription price of Shares and (b) a dividend election plan permitting holders of Shares to the extent that the Shares are fully paid, to have the option to elect to forego the right to share in any dividends (whether interim or otherwise) payable in respect of such Shares and to receive instead an issue of Shares credited as fully paid up to the extent as determined by the Directors.
(d) Winding-up
If Diablo is wound up, the liquidator may, with the authority of a special resolution of Diablo, divide among the shareholders in kind the whole or any part of the property of Diablo, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.
The liquidator may, with the authority of a special resolution of Diablo, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.
(e) Shareholder liability
As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.
(f) Transfer of Shares
Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.
(g) Variation of rights
Pursuant to section 246B of the Corporations Act, Diablo may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.
If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not Diablo is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.
(h) Alteration of Constitution
The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.
2.25 Taxation
The following is a general summary of the Australian taxation consequences for Shareholders who receive Diablo Shares in respect of the In-specie Distribution based on the applicable taxation law as at the date of this Explanatory Statement.
The information outlined in this taxation summary is limited solely to the Australian income tax implications of the demerger for Shareholders who hold their shares in HWK on capital account for tax purposes, and not on revenue account. This summary does not provide information relevant to:
- (a) Shareholders who hold their HWK Shares on revenue account (for example, Shareholders who are share traders and certain institutional investors);
- (b) Shareholders whose HWK Shares are subject to the employee share acquisition scheme tax rules and Shareholders who are not the beneficial owners of their HWK Shares;
- (c) Shareholders who acquired, or are taken to have acquired, their HWK Shares prior to 20 September 1985; and
- (d) Shareholders who are subject to the taxation of financial arrangements rules in Division 230 of the ITAA 1997 in relation to gains and losses on their HWK Shares.
The application of tax legislation can vary according to the individual circumstances of each Shareholder. This summary is not intended, and should not be relied upon, as specific taxation advice to any particular Shareholder. The comments in this summary are of a general nature only, may not apply to your specific circumstances and cannot be relied upon for accuracy or completeness.
Each Shareholder should seek and rely on its own professional taxation advice, specific to its particular circumstances, in relation to the taxation consequences of the proposed transaction. Neither HWK, nor any of its officers or advisers, accepts liability or responsibility with respect to such consequences or the reliance of any Shareholder on any part of the following summary.
Australian taxation implications for Australian resident Shareholders
The demerger tax relief under Division 125 of the Income Tax Assessment Act 1997 (Cth) (Demerger Relief) is not available in respect of the In-specie Distribution for a number of reasons including, that the In-specie Distribution, the Diablo IPO and Acquisition are inter-conditional and therefore do not satisfy the "nothing else" requirements in paragraph 125-70(1)(c) of the Income Tax Assessment Act 1997 (Cth). Accordingly, the Shareholders of HWK will not be able to disregard any capital gain or assessable income arising from the In-specie Distribution.
Broadly, if HWK proceeds with the In-specie Distribution in the absence of Demerger Relief, the following taxation consequences may result:
- (a) Shareholders may make a capital gain to the extent that the capital component of the In-specie Distribution exceeds the particular Shareholder's cost base;
- (b) the cost base and reduced cost base of the HWK Shares will be reduced by the Capital Reduction Amount (unless the Commissioner of Taxation makes a determination to treat all or part of the Capital Reduction Amount as an unfranked dividend);
- (c) the cost base and reduced cost base of the Diablo Shares will be equal to the Capital Reduction Amount Distribution;
- (d) the Diablo Shares will be taken to have been acquired by the Shareholder at the date of the In-specie Distribution for the purposes of determining eligibility for the CGT discount; and
(e) the excess (if any) of the market value of the Diablo Shares at the time of the In-specie Distribution over the Capital Reduction Amount, and (if the Commissioner of Taxation so determines) all or part of the Capital Reduction Amount, may be treated as an unfranked dividend. This amount would be assessable income for Australian resident Shareholders.
Australian taxation implications for non-resident Shareholders
Shareholders who are not residents of Australia for tax purposes will not be subject to any Australian CGT consequences unless they hold (either alone or together with their associates) 10% or more of the direct participation interests in HWK at the time of the demerger or for a continuous period of at least 12 months in the 24 months immediately preceding the In-specie Distribution. In the event that the non-resident Shareholder satisfies the 10% ownership requirement, Australian CGT will apply if at the time of the CGT event the market value of the assets in HWK that are Taxable Australian Real Property (TARP) exceed the market value of the assets that are not TARP. TARP generally includes Australian land interests including Australian mineral rights.
To the extent that a non-resident Shareholder holds HWK Shares that meet the above conditions, the Shareholder may make a capital gain to the extent that the capital component of the In-specie Distribution (to be advised by HWK once the In-specie Distribution is complete) exceeds the Shareholder's cost base.
If the Commissioner of Taxation determines all or part of the Capital Reduction Amount as an unfranked dividend, this amount would be subject to dividend withholding tax for non-resident Shareholders (generally at a rate of 30% on the gross amount, subject to any applicable double taxation agreement).
Taxation implications for the Company
The transfer of shares in Diablo from HWK to the HWK Shareholders in respect of the share capital reduction is expected to have capital gains tax (CGT) implications for HWK as Demerger Relief is not available.
2.26 Lodgement with the ASIC
The Company has lodged with the ASIC a copy of this Notice and Explanatory Statement in accordance with section 256C(5) of the Corporations Act. The ASIC and its officers take no responsibility for the contents of this Notice or the merits of the transaction to which this Notice relates.
If Resolution 2 is passed, the reduction of capital is required to take effect in accordance with a timetable approved by ASX. Please refer to the Important Notices section at the front of this Notice for the proposed indicative timetable for completion of the Proposal, which is subject to change by the Company and any requirements of the ASX Listing Rules and the Corporations Act.
2.27 Competent Person's Statement
The Company has prepared the meeting materials based on information available to it at the time of preparation. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions and conclusions contained in the meeting materials. To the maximum extent permitted by law, the Company, its related bodies corporate (as that term is defined in the Corporations Act) and the officers, directors, employees, advisers and agents of those entities do not accept any responsibility or liability including, without limitation, any liability arising from fault or negligence on the part of any person, for any loss arising from the use of the meeting materials or its contents or otherwise arising in connection with it.
In respect of the Gold-Copper Projects, exploration results detailed in this document have previously been reported to the ASX between February 2020 and December 2020.
The information in Section 2.7 of this Notice that relates to the Diablo Projects and proposed exploration program is based on information compiled by Mr Greg Smith who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Smith is a Director and shareholder of the Company. Mr Smith has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Smith consents to the inclusion in this Explanatory Memorandum of the matters that are based on, and fairly represent information and supporting documentation prepared by him in the form and context in which it appears.
The information in the Independent Technical Assessment Report (ITAR) in Schedule 10 of this Notice that relates to the geology, exploration data and exploration potential of the Diablo Projects is based on information compiled by Mr Jason Froud who is a Member of the Australian Institute of Geologists. Mr Froud has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Froud consents to the inclusion of the ITAR in this Notice of the matters that are based on, and fairly represent information and supporting documentation prepared by him in the form and context in which it appears.
Additionally, Mr Smith, Mr Froud and the Company each confirm that they are not aware of any new information or data that materially affects the information contained in the ASX releases referred to in this report.
2.28 Recommendation of the Board
Your Directors unanimously recommend the approval of the proposed Resolution 2 and Resolution 3 and encourage Shareholders to vote IN FAVOUR OF Resolution 2 and Resolution 3.
In forming their unanimous recommendation in respect of Resolution 2 and Resolution 3, the Directors have carefully considered the following matters:
- (a) Shareholders will continue to retain their current percentage ownership interest in the capital of the Company.
- (b) The Spin-out should allow for a better focus on the advancement of the Gold-Copper Projects and should enable a more transparent market value to be placed on the Gold-Copper Projects, whilst the Company continues to develop its flagship Big Sandy Lithium Project.
- (c) Future capital raising (including the proposed Diablo IPO) should be more achievable by each individual entity.
- (d) The Spin-out will provide Shareholders with the ability to participate in the exploration upside of the Gold-Copper Projects under a separate
company with separate financing capabilities whilst also maintaining their investment exposure to the Company and the Big Sandy Lithium Project.
The Directors have also considered the following potential disadvantages:
- (a) Shareholders will incur additional transaction costs.
- (b) There may be taxation implications in respect of the distribution of the Diablo Shares to the Shareholders.
- (c) There will be costs associated with Diablo, for example, ongoing administrative costs and costs associated with seeking funding for Diablo (including the proposed Diablo IPO).
- (d) The interests of Shareholders in Diablo will be diluted by the issue of Diablo Shares under the proposed Diablo IPO.
- (e) Assuming completion of the Spin-out, there will be two separate companies that will require funding and will incur costs (being HWK and Diablo) rather than one company as is the case at present (being HWK). This will lead to a duplication of costs to Shareholders in some instances (e.g. directors' fees).
- (f) Due to the outstanding Options on issue in HWK and also because of the potential future issue of Shares by the Company before the Record Date, it is not clear at the date of this Notice how many HWK Shares will be on issue at the Record Date nor therefore what the exact ratio for the Inspecie Distribution will be. Any exercise of Options in HWK before the Record Date will have the effect of lowering the number of Diablo Shares distributed for each Share in HWK.
Having regard to each of the above matters, the Directors consider that, on balance, the In-specie Distribution of Diablo Shares to Shareholders is in the best interests of Shareholders as the Directors believe that the Company will be able to provide greater value to the Shareholders through the Spin-off. In this regard, the Directors believe that Shareholders will be able to directly participate in the potential upside of the Gold-Copper Projects which may not be realised without the Spin-off.
2.29 Other Material Information
There is no information material to the making of a decision by a Shareholder in the Company whether or not to approve Resolution 2 and Resolution 3 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders in the Company) other than as disclosed in this Explanatory Statement and all relevant Schedules.
3. RESOLUTIONS 4 - 6 – ISSUE OF DIABLO PERFORMANCE RIGHTS TO RELATED PARTIES
3.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 7,400,000 Performance Rights in Diablo (Diablo Performance Rights) to Mr Paul Lloyd, Mr Greg Smith and Mr Barnaby-Egerton Warburton (or their nominee) (Related Parties) on the terms and conditions set out below.
Resolutions 4 to 6 seek Shareholder approval for the issue of the Diablo Performance Rights to the Related Parties.
3.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
- (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
- (b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issue of Diablo Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.
As the Diablo Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Diablo Performance Rights. Accordingly, Shareholder approval for the issue of Diablo Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.
3.3 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
- 10.11.1 a related party;
- 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
- 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
- 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
- 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue of Diablo Performance Rights falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
Resolutions 4 to 6 seek the required Shareholder approval for the issue of the Diablo Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.
3.4 Technical information required by Listing Rule 14.1A
If Resolutions 4 to 6 are passed, the Company will be able to proceed with the issue of the Diablo Performance Rights to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Diablo Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the Diablo Performance Rights will not use up any of the Company's 15% annual placement capacity.
If Resolution 4 to 6 are not passed, the Company will not be able to proceed with the issue of the Diablo Performance Rights. As a result, the Board will need to evaluate other forms of performance linked incentive components to the remuneration package of the Related Parties.
3.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act
Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 4 to 6:
- (a) the Diablo Performance Rights will be issued to the following persons:
- (i) Mr Paul LLoyd (or their nominee) pursuant to Resolution 4;
- (ii) Mr Greg Smith (or their nominee) pursuant to Resolution 5; and
- (iii) Mr Barnaby Egerton-Warburton (or their nominee) pursuant to Resolution 6,
each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;
- (b) the number of Diablo Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 7,400,000 comprising:
- (i) 3,000,000 Diablo Performance Rights to Mr Paul Lloyd (or his nominee) pursuant to Resolution 4;
- (ii) 2,300,000 Diablo Performance Rights to Mr Greg Smith (or his nominee) pursuant to Resolution 5; and
- (iii) 2,100,000 Diablo Performance Rights to Mr Barnaby Egerton-Warburton (or his nominee) pursuant to Resolution 6;
- (c) the terms and conditions of the Diablo Performance Rights are set out in Schedule 6;
-
(d) the Diablo Performance Rights will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Diablo Performance Rights will occur on the same date;
-
(e) the issue price of the Diablo Performance Rights will be nil. The Company will not receive any other consideration in respect of the issue of the Diablo Performance Rights (other than in respect of funds received on exercise of the Diablo Performance Rights);
- (f) the purpose of the issue of the Diablo Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders of Diablo, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way for Diablo to remunerate the Related Parties, which will allow Diablo to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;
- (g) the Diablo Performance Rights will not be quoted. The Company has agreed to issue the Diablo Performance Rights to the Related Parties subject to Shareholder for the following reasons:
- (i) the issue of the Diablo Performance Rights has no immediate dilutionary impact on Shareholders;
- (ii) the deferred taxation benefit which is available to the Related Parties in respect of an issue of Diablo Performance Rights is also beneficial to Diablo as it means the Related Parties are not required to immediately sell the Diablo Performance Rights to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in Diablo; and
- (iii) it is not considered that there are any significant opportunity costs to Diablo or benefits foregone by Diablo in issuing the Diablo Performance Rights on the terms proposed;
- (h) the number of Diablo Performance Rights to be issued to each of the Related Parties has been determined based upon a consideration of:
- (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to Diablo;
- (ii) the remuneration of the Related Parties; and
- (iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining Diablo's cash reserves.
The Company does not consider that there are any significant opportunity costs to Diablo or benefits foregone by the Company in issuing the Diablo Performance Rights upon the terms proposed;
(i) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:
| Related Party | Current Financial Year |
Previous Financial Year |
|---|---|---|
| Mr Paul Lloyd1 | \$325,091 | \$233,450 |
| Mr Greg Smith2 | \$67,408 | \$127,185 |
|---|---|---|
| Mr Barnaby Egerton-Warburton3 | \$117,768 | \$65,498 |
Notes:
-
- Comprising Directors' fees of \$250,000, a superannuation payment of \$10,173, annual leave paid out of \$20,946 and share-based payments of \$43,972.
-
- Comprising Directors' fees of \$36,000 and share-based payments of \$31,408
-
- Comprising Directors' fees of \$85,379, a superannuation payment of \$4,121 and share-based payments of \$28,268.
- (j) the value of the Diablo Performance Rights and the pricing methodology is set out in Schedule 7;
- (k) the Diablo Performance Rights are not being issued under an agreement;
- (i) the Related Parties have no relevant interests in securities of Diablo as at the date of this Notice.
- (l) if the Diablo Performance Rights issued to the Related Parties are exercised, a total of 7,400,000 Shares would be issued. This will increase the number of Shares on issue from 74,500,000 (being the total number of Shares on issue as at the date of this Notice) to 81,900,000 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 9.93%, comprising 4.03% by Mr Paul Lloyd, 3.09% by Mr Greg Smith and 2.82% by Mr Barnaby Egerton-Warburton.
The market price for Shares during the term of the Diablo Performance Rights would normally determine whether the Performance Rights are exercised. If, at any time any of the Diablo Performance Rights are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Diablo Performance Rights, there may be a perceived cost to the Diablo:
- (i) each Director has a material personal interest in the outcome of Resolutions 4 to 6 on the basis that all of the Directors (or their nominees) are to be issued Diablo Performance Rights should Resolutions 4 to 6 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 4 to 6 of this Notice; and
- (ii) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 4 to 6.
GLOSSARY
\$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ATO means the Australian Taxation Office.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Company, Hawkstone or HWK means Hawkstone Mining Limited (ACN 008 720 223).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Diablo means Diablo Resources Limited (ACN 649 177 677).
Diablo IPO means the initial public offer of Diablo Shares to facilitate the admission of Diablo to the official list of, and official quotation of the Diablo Shares by, the ASX.
Diablo Share means a fully paid ordinary share in the capital of Diablo.
Diablo Shareholders means a holder of a Diablo Share
Directors means the current directors of the Company.
Eligible Country means Australia and New Zealand or such other jurisdictions as the Directors consider reasonable to extend the distribution of Diablo Shares.
Eligible HWK Shareholder means a Shareholder that is not an Ineligible HWK Shareholder.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Gold-Copper Projects means the Devil's Canyon Project, Western Desert Project and Lone Pine Projects described in Schedule 10 .
Ineligible HWK Shareholder has the meaning given in Section 2.23(b) of the Notice.
In-specie Conditions has the meaning given in Section 2.3 of the Notice.
In-specie Distribution has the meaning given in Section 2.2 of the Notice.
Nominee means PAC Partners Securities Pty Ltd.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Diablo Performance Rights means a right to a Share in Diablo, including a Related Party Performance Right.
Proposal means the proposed Spin-out and In-specie Distribution.
Prospectus has the meaning given in the Important Information section of this Notice.
Proxy Form means the proxy form accompanying the Notice.
Record Date means the record date detailed in the indicative timetable for the Proposal set out in the Important Information section of the Notice.
Related Parties means Mr Paul Lloyd, Mr Greg Smith and Mr Barnaby Egerton-Warburton.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Spin-out has the meaning given in Section 2.2 of the Notice.
WST means Western Standard Time as observed in Perth, Western Australia.
SCHEDULE 1 – HWK PRO- FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
The unaudited pro-forma consolidated statement of financial position at 31 December 2020 has been prepared based on the accounting policies normally adopted by the Company and reflects changes to its financial position.
The pro-forma consolidated statement of financial position has been prepared to reflect the demerger of Diablo, the issue of Performance Rights and the costs of the transaction.
The pro-forma financial information is presented in abbreviated form, insofar as it does not include all the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act 2001.
| CONSOLIDATED | Hawkstone 31 Dec 2020 |
Post reporting date transactions |
Pro forma adjustments |
Pro forma 31 Dec 2020 |
|---|---|---|---|---|
| \$ | \$ | \$ | \$ | |
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 3,226,936 | 3,839,121 | (43,000) | 7,023,057 |
| Trade and other receivables | 47,404 | - | - | 47,404 |
| Prepayments | 32,139 | - | - | 32,139 |
| TOTAL CURRENT ASSETS | 3,306,479 | 3,839,121 | (43,000) | 7,102,600 |
| NON-CURRENT ASSETS | ||||
| Other financial assets | 373,401 | - | - | 373,401 |
| TOTAL NON-CURRENT ASSETS | 373,401 | - | - | 373,401 |
| TOTAL ASSETS | 3,679,880 | 3,839,121 | (43,000) | 7,476,001 |
| LIABILITIES | ||||
| CURRENT LIABILITIES | ||||
| Trade and other payables | 78,739 | - | - | 78,739 |
| TOTAL CURRENT LIABILTIES | 78,739 | - | - | 78,739 |
| TOTAL LIABILITIES | 78,739 | - | - | 78,739 |
| NET ASSETS | 3,601,141 | 3,839,121 | (43,000) | 7,397,262 |
| EQUITY | ||||
| Issued capital | 76,893,619 | 3,839,121 | (8,000,000) | 72,732,740 |
| CONSOLIDATED | Hawkstone 31 Dec 2020 |
Post reporting date transactions |
Pro forma adjustments |
Pro forma 31 Dec 2020 |
|---|---|---|---|---|
| Reserves | 4,417,339 | - | - | 4,417,339 |
| Accumulated losses | (77,709,817) | - | 7,957,000 | (69,752,817) |
| TOTAL EQUITY | 3,601,141 | 3,839,121 | (43,000) | 7,397,262 |
| CONSOLIDATED | Hawkstone 31 Dec 2020 |
Post reporting date transactions |
Pro forma adjustments |
Pro forma 31 Dec 2020 |
| \$ | \$ | \$ | \$ | |
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 3,226,936 | 3,839,121 | (43,000) | 7,023,057 |
| Trade and other receivables | 47,404 | - | - | 47,404 |
| Prepayments | 32,139 | - | - | 32,139 |
| TOTAL CURRENT ASSETS | 3,306,479 | 3,839,121 | (43,000) | 7,102,600 |
| NON-CURRENT ASSETS | ||||
| Other financial assets | 373,401 | - | - | 373,401 |
| TOTAL NON-CURRENT ASSETS | 373,401 | - | - | 373,401 |
| TOTAL ASSETS | 3,679,880 | 3,839,121 | (43,000) | 7,476,001 |
| LIABILITIES | ||||
| CURRENT LIABILITIES | ||||
| Trade and other payables | 78,739 | - | - | 78,739 |
| TOTAL CURRENT LIABILTIES | 78,739 | - | - | 78,739 |
| TOTAL LIABILITIES | 78,739 | - | - | 78,739 |
| NET ASSETS | 3,601,141 | 3,839,121 | (43,000) | 7,397,262 |
| EQUITY | ||||
| Issued capital | 76,893,619 | 3,839,121 | (8,000,000) | 72,732,740 |
| Reserves | 4,417,339 | - | - | 4,417,339 |
| Accumulated losses | (77,709,817) | - | 7,957,000 | (69,752,817) |
| TOTAL EQUITY | 3,601,141 | 3,839,121 | (43,000) | 7,397,262 |
1. Post reporting date transactions
(a) The issue of 200,289,403 Shares in HWK through the exercise of options between 1 January 2021 and 4 August 2021 raising \$3,839,121.
2. Pro forma adjustments
- (a) The issue by Diablo of 40,000,000 Diablo Shares with a fair value of \$0.20 per share (total fair value of \$8,000,000) to HWK for the purchase of the Lone Pine Gold Project, the Devil's Canyon Gold Project and the Western Desert Gold Project. The Acquisition has been accounted for as an asset acquisition and a share-based payment transaction using the principles of AASB 3 Business Combinations and AASB 2 Share-Based Payment.
- (b) The reduction in share capital in the Company by the market value of the Diablo Shares and the distribution and transfer of the Diablo Shares to Shareholders of the Company on a pro rata basis.
- (c) The cash payment of expenses associated with the reduction of capital and in specie distribution.
- (d) The issue of 7,400,000 Diablo Performance Rights to Related Parties.
SCHEDULE 2 – DIABLO PRO- FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
The unaudited pro-forma consolidated statement of financial position at 31 December 2020 has been prepared based on the accounting policies normally adopted by the Diablo and reflects changes to its financial position. As Diablo was only incorporated on 1 April 2021, it is assumed that the statement of financial position at 31 December 2020 represents the statement of financial position on incorporation.
The pro-forma consolidated statement of financial position has been prepared to reflect the issue of shares to HWK for the acquisition of the Gold-Copper Projects, the issue of Performance Rights and the Diablo IPO.
The pro-forma financial information is presented in abbreviated form, insofar as it does not include all the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act 2001.
| Diablo | Pro forma | Pro forma | |
|---|---|---|---|
| CONSOLIDATED | On incorporation |
adjustments | 31 Dec 2020 |
| \$ | \$ | \$ | |
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 1 | 5,793,473 | 5,793,474 |
| TOTAL CURRENT ASSETS | 1 | 5,793,473 | 5,793,474 |
| NON-CURRENT ASSETS | |||
| Exploration and evaluation expenditure |
- | 8,000,000 | 8,000,000 |
| TOTAL NON-CURRENT ASSETS | - | 8,000,000 | 8,000,000 |
| NET ASSETS | 1 | 13,793,473 | 13,793,474 |
| EQUITY | |||
| Issued capital | 1 | 14,110,000 | 14,110,001 |
| Accumulated losses | - | (316,527) | (316,527) |
| TOTAL EQUITY | 1 | 13,793,473 | 13,793,474 |
1. Pro forma adjustments
(a) The issue by Diablo of 40,000,000 Diablo Shares with a fair value of \$0.20 per share (total fair value of \$8,000,000) to HWK for the purchase of the Lone Pine Gold Project, the Devil's Canyon Gold Project and the Western Desert Gold Project. The Acquisition has been accounted for as an asset acquisition and a share-based payment transaction using the principles of AASB 3 Business Combinations and AASB 2 Share-based Payment.
- (b) The issue by Diablo of 32,500,000 Diablo Shares issued at \$0.20 each raising \$6,500,000 (before expenses) pursuant to the Diablo IPO.
- (c) The issue by Diablo of 2,000,000 Diablo Shares issued at \$0.20 each with a total fair value of \$400,000 to the Lead Manager for services rendered associated with the Diablo IPO.
- (d) The write-off against issued capital of the fair value of 2,000,000 Diablo Shares issued to the Lead Manager as expenses of the offer of \$400,000.
- (e) The write off against issued capital of estimated cash expenses of the offer of \$390,000.
- (f) The cash payment of expenses associated with the Diablo IPO of \$316,527.
- (g) The issue by Diablo of 7,400,000 Diablo Performance Rights to Related Parties.
SCHEDULE 3 – KEY RISK FACTORS FACING DIABLO
The business, assets and operations of Diablo will be subject to certain risk factors that have the potential to influence its operating and financial performance in the future. These risks can impact on the value of an investment in its securities and include those highlighted in the table below.
The risk factors set out below ought not to be taken as exhaustive of the risks faced by Diablo or by investors in Diablo. The below factors, and others not specifically referred to below, may in the future materially affect the financial performance of Diablo and the value of the Diablo Shares. Therefore, the Diablo Shares carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares.
Company specific risks:
| Risk Category | Risk |
|---|---|
| Conditional Proposal | The Proposal is conditional upon the Conditions being satisfied or waived. The Conditions are set out in Section 2.3. |
| There is no certainty that the Conditions will be satisfied. In the event that these conditions are not met, the Proposal will not proceed. |
|
| Limited History | Diablo was only recently registered on 1 April 2021 and therefore has little operating history and financial performance. |
| No assurance can be given that Diablo will achieve commercial viability through the successful exploration of the Projects. Until Diablo is able to realise value from its Projects, it is likely to incur ongoing operating losses. |
|
| Exploration and operating |
The mineral exploration licences comprising the Gold-Copper Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. |
| There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. |
|
| The future exploration activities of Diablo may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of Diablo. |
|
| The success of Diablo will also depend upon Diablo being able to maintain title to the mineral exploration licences comprising the Gold-Copper Projects and obtaining all required approvals for their contemplated activities. In the event that exploration |
| Risk Category | Risk |
|---|---|
| programmes prove to be unsuccessful this could lead to a diminution in the value of the Gold-Copper Projects, a reduction in the cash reserves of Diablo and possible relinquishment of one or more of the mineral exploration licences comprising the Gold Copper Projects. |
|
| Tenure, access and grant of applications |
The Tenements comprising the Gold-Copper Projects are governed by USA legislation and are evidenced by the granting of licenses or leases. Each license or lease is for a specific term and carries with it conditions requiring compliance. Consequently, Diablo could lose title to or its interest in its tenements if license conditions are not met. |
| Diablo holds all material authorisations required to undertake its exploration programs. However, many of the mineral rights and interests held or to be held by Diablo are subject to the need for ongoing or new government approvals, licences and permits. These requirements, including work permits and environmental approvals, will change as Diablo's operations develop. Delays in obtaining, or an inability to obtain, required authorisations may significantly impact on the Diablo's operations. |
|
| Dilution | On completion of the Diablo IPO, asset disposals and In-Specie Distribution, the number of Shares on issue in Diablo will increase from 1 to 74,500,000 (i.e. representing an increase of 74,499,999). On this basis, HWK Shareholders participating in the In-Specie Distribution should note that their shareholdings in Diablo will technically be diluted by up to 46.3% if they do not participate in the Diablo IPO (and may still be diluted even if they do participate). |
| COVID-19 risk | The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of Diablo remains unknown. Diablo's Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID 19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact Diablo's operations and are likely to be beyond the control of Diablo. |
| The COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access and Diablo's ability to freely move people and equipment to and from exploration projects and may cause delays or cost increases. The effects of COVID - 19 on Diablo's Share price and global financial markets generally may also affect Diablo's ability to raise equity or debt or require Diablo to issue capital at a discount, which may in turn cause dilution to Shareholders. |
|
| Climate risk | There are a number of climate-related factors that may affect the operations and proposed activities of Diablo. The climate change risks particularly attributable to Diablo include: (a) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. Diablo may be impacted by |
| changes to local or international compliance regulations |
| Risk Category | Risk | |
|---|---|---|
| related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact Diablo and its profitability. While Diablo will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that Diablo will not be impacted by these occurrences; and |
||
| (b) | climate change may cause certain physical and environmental risks that cannot be predicted by Diablo, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which Diablo operates. |
Industry specific risks:
| Risk Category | Risk | |||||
|---|---|---|---|---|---|---|
| Native title and Indigenous Heritage |
The Directors will closely monitor the potential effect of native title claims or Indigenous heritage matters involving tenements in which Diablo has or may have an interest. |
|||||
| Exploration success | The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are speculative and high-risk undertakings that may be impeded by circumstances and factors beyond the control of Diablo. Success in this process involves, among other things: |
|||||
| (a) | discovery and proving-up, or acquiring, an economically recoverable resource or reserve; |
|||||
| (b) | access to adequate capital throughout the acquisition/discovery and project development phases; |
|||||
| (c) securing and maintaining title to mineral exploration projects; |
||||||
| (d) obtaining required development consents approvals necessary for the acquisition, exploration, development and production phases; and |
||||||
| (e) | accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees. |
|||||
| There can be no assurance that exploration of the Tenements, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. |
||||||
| deposit | There is no assurance that exploration or project studies by Diablo will result in the definition of an economically viable mineral or that the exploration tonnage estimates and |
| Risk Category | Risk |
|---|---|
| conceptual project developments discussed in this Prospectus are able to be achieved. |
|
| The future exploration activities of Diablo may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, changing government regulations and many other factors beyond the control of Diablo. |
|
| Exploration costs | The exploration costs of Diablo as summarised in Section 2.7 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact Diablo's viability. |
| Resource and reserves and exploration targets |
Diablo has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst Diablo intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified no assurance can be provided that this can be economically extracted. |
| Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate. |
|
| Grant of future authorisations to explore and mine |
If Diablo discovers an economically viable mineral deposit that is then intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit. There is no guarantee that Diablo will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, Diablo's operational and financial performance may be materially adversely affected. |
| Mine development | Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required |
| Risk Category | Risk |
|---|---|
| level of funding and contracting risk from third parties providing essential services. |
|
| If Diablo commences production on one of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of Diablo. No assurance can be given that Diablo will achieve commercial viability through the development of the Projects. |
|
| The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests. |
|
| Environmental | The operations and proposed activities of Diablo are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, Diablo's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is Diablo'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 Diablo's ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on Diablo for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. |
|
| The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making Diablo'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. |
|
| Regulatory Compliance |
Diablo's operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. Diablo requires permits from regulatory authorities to authorise Diablo's operations. These permits relate to exploration, development, production and rehabilitation activities. |
| While Diablo believes that it is in substantial compliance with all material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could result in |
| Risk Category | Risk |
|---|---|
| changes in legal requirements or in the terms of existing permits and agreements applicable to Diablo or its properties, which could have a material adverse impact on Diablo's current operations or planned development projects. |
|
| Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict Diablo from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of Diablo's activities or forfeiture of one or more of the Tenements. |
General risks:
| Risk Category | Risk |
|---|---|
| Additional requirements for capital |
Diablo's capital requirements depend on numerous factors. Diablo may require further financing in addition to amounts raised under the Diablo IPO. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If Diablo is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that Diablo will be able to secure any additional funding or be able to secure funding on terms favourable to Diablo. |
| Reliance on key personnel |
The responsibility of overseeing the day-to-day operations and the strategic management of Diablo depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on Diablo if one or more of these employees cease their employment. |
| Diablo may not be able to replace its senior management or key personnel with persons of equivalent expertise and experience within a reasonable period of time or at all and Diablo may incur additional expenses to recruit, train and retain personnel. Loss of such personnel may also have an adverse effect on the performance of Diablo. |
|
| Economic | General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on Diablo's exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that the Assets may have to be surrendered or not renewed. General economic conditions may also affect the |
| Risk Category | Risk | |||||
|---|---|---|---|---|---|---|
| value of Diablo and its valuation regardless of its actual performance. |
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| Competition risk | The industry in which Diablo will be involved is subject to domestic and global competition. Although Diablo will undertake all reasonable due diligence in its business decisions and operations, Diablo 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 Diablo's projects and business. |
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| Currently no market | There is currently no public market for Diablo's Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for Diablo's Shares will develop or continue after the Diablo IPO. |
|||||
| The price at which Diablo's Shares trade on ASX after listing may be higher or lower than the issue price of Shares offered under this Prospectus and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and Diablo have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. |
||||||
| There can be no guarantee that an active market in Diablo's Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid. |
||||||
| Market conditions | Share market conditions may affect the value of Diablo's Shares regardless of Diablo's operating performance. Share market conditions are affected by many factors such as: |
|||||
| (a) general economic outlook; |
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| (b) introduction of tax reform or other new legislation; |
||||||
| (c) interest rates and inflation rates; |
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| (d) changes in investor sentiment toward particular market sectors; |
||||||
| (e) the demand for, and supply of, capital; and |
||||||
| (f) terrorism or other hostilities. |
||||||
| The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. |
||||||
| Commodity price volatility and exchange rate risks |
If Diablo achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of Diablo to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of Diablo. Such factors include supply |
| Risk Category | Risk |
|---|---|
| and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. |
|
| Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of Diablo will be taken into account in Australian currency, exposing Diablo to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. |
|
| Government policy changes |
Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of Diablo. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of Diablo's properties without adequate compensation. |
| Insurance | Diablo intends to insure its operations in accordance with industry practice. However, in certain circumstances Diablo'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 Diablo. |
| Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive. |
|
| Force Majeure | Diablo's projects now or in the future may be adversely affected by risks outside the control of Diablo including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. |
| Taxation | The Acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in Diablo are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. |
| To the maximum extent permitted by law, Diablo, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus. |
|
| Litigation Risks | Diablo is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, Diablo 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 Diablo's operations, reputation, financial performance and financial position. Diablo is not currently engaged in any litigation. |
SCHEDULE 4 – MATERIAL CONTRACTS
1. Lead Manager Mandate
Diablo has signed a mandate letter dated 10 June 2021 to engage PAC Partners Securities Pty Ltd (PAC Partners) to act as lead manager to the Diablo IPO and sale nominee for the In-specie Distribution (Lead Manager Mandate). The material terms and conditions of which are summarised below:
| Name and date of Contract |
Lead Manager Mandate, dated 10 June 2021. | |||||
|---|---|---|---|---|---|---|
| Parties | Hawkstone Mining Limited (HWK) and PAC Partners Securities Pty Ltd (PAC Partners) |
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| Fees | Partners: | Under the terms of this engagement the Company will pay PAC | ||||
| (a) | a management fee of 2% of total funds raised under the IPO Offer; |
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| (b) | a 4.0% capital raising fee on PAC Partners allocation to the IPO, which is expected to be \$3 million or otherwise mutually agreed; and |
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| (c) | 2,000,000 Lead Manager Shares. | |||||
| Sale nominee | Under the mandate, PAC Partners is also appointed as the sale nominee for Shareholders on the In-Specie Distribution Record Date with an address outside an Eligible Country or who will hold a parcel of Diablo Shares worth less than \$500 at listing (based on the Diablo IPO price and taking into account any allocation to existing HWK Shareholders under the Diablo IPO). |
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| Further details with respect to this process are set out in Section 2.23(b) of this Notice. |
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| The following fees are payable to PAC Partners by the Company in relation to their engagement as Sale Nominee: |
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| (a) | a fee of 4% (plus GST) of the value of sale shares sold under the public offer; and |
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| (b) | a fee of 2% (plus GST) of the value of the sale shares sold on market. |
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| PAC Partners will act on a best endeavours only basis to sell the Ineligible HWK Shareholders' Diablo Shares, and will not be liable to the Ineligible HWK Shareholders for any loss suffered as a result. |
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| Termination events |
The Lead Manager Mandate may be terminated by PAC Partners or the Company by written notice at any time with or without cause upon 7 days written notice to the other party. |
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| Right of First Refusal |
Subject to the successful completion of the Diablo IPO, the Company agrees to offer PAC Partners a first right of refusal to be appointed as sole PAC Partners and bookrunner in undertaking further equity capital financing on agreed and competitive arms-length market terms and conditions for 12 months following completion of the Diablo IPO |
The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).
2. Share Sale Agreement
On 23 June 2021 Diablo entered into a share sale agreement (Share Sale Agreement) with Hawkstone Mining Limited to acquire 100% of the issued capital in HWK Idaho Pty Ltd (ACN 639 114 953), HWK Utah Pty Ltd (ACN 639 114 962) and HWK Nevada Pty Ltd (ACN 644 215 716). The material terms and conditions of which are summarised below:
| Name of Contract | Share Sale Agreement | ||||
|---|---|---|---|---|---|
| Parties | Diablo Resources Limited (ACN 649 177 677) (Purchaser) and Hawkstone Mining Limited (ACN 008 720 223) (Vendor) |
||||
| Summary of the Contract |
Under the Share Sale Agreement the Vendor has agreed to sell and the Purchaser has agreed to purchase 100% of the issued shares in the capital of HWK Idaho Pty Ltd (ACN 639 114 953), HWK Utah Pty Ltd (ACN 639 114 962) and HWK Nevada Pty Ltd (ACN 644 215 716). |
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| Consideration | The Consideration to be paid by the Purchaser to the Vendor (or their respective nominee) is the issue of 40,000,000 fully paid ordinary shares in the capital of the Purchaser |
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| Conditions Precedent |
The Agreement and the obligation of the Parties to complete the sale and purchase of the Vendor Shares is subject to and conditional upon: (a) Conditional approval letter: ASX granting approval for the Purchaser to be admitted to the official list of ASX and for its securities to be granted quotation on terms and conditions acceptable to the Purchaser; and (b) Capital raising: The Purchaser successfully completing a capital raising of \$6,500,000 through the issue of 32,500,000 fully paid ordinary shares at an issue price of \$0.20 per share. |
conditional | |||
| Governing Law | The State of Western Australia. |
The SSA otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).
3. Agreements with Directors and management/related parties
3.1 Executive Services Agreement – Mr Lyle Thorne
Mr Thorne has been engaged by Diablo to act in the capacity as Chief Executive Office (CEO). Mr Thorne will commence employment with Diablo on 23 June 2021 (Commencement Date). The material terms of Mr Thorne's executive services agreement is set out below:
| Name of Contract | Executive Services Agreement |
|---|---|
| Parties | Diablo Resources Limited (ACN 649 177 677) (Company) |
| Abbyrok Pty Ltd (ACN 133 592 944) (Consultant) | |
| Lyle Thorne (Nominated Person) | |
| Remuneration | \$180,000 per annum (exclusive of expenses and GST) |
| Term | 12 months. |
| Termination by Company |
The Company can terminate the agreement effectively immediately and without payment of any fee if: |
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|---|---|---|---|---|---|---|
| (a) | at any time the Consultant is or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors; or |
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| (b) | at any time the Consultant or the Nominated Person: | |||||
| (i) | is convicted of any major criminal offence which brings the Consultant, the Nominated Person or the Company or any of its Related Bodies Corporate into lasting disrepute; |
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| (ii) | commits any serious or persistent breach of any of the provisions contained in this Agreement and not remedied within 14 days of the receipt of written notice from the Company; |
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| (iii) | is absent in, or demonstrates incompetence with regard to or neglects the performance of her duties under the agreement; |
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| (iv) | is guilty of any grave misconduct or wilful neglect in the discharge of her duties; or |
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| (v) | is of unsound mind or under the control of any committee or officer under any law relating to mental health; or |
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| (c) | the Consultant or the Nominated Person communicate, use or misuse Price Sensitive Information without the prior written consent of the Board except to the extent that the Consultant or the Nominated Person is required by law to disclose. |
|||||
| The Company can terminate the agreement by either: | ||||||
| (a) | giving notice to the Consultant and, during the 1 month following the notice (Company Notice Period), making payments to the Consultant equal to the equivalent of the fee that would otherwise be payable to the Consultant each month over the Company Notice Period if the Engagement had not been terminated; or |
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| (b) | giving notice to the Consultant effective immediately (ie without a notice period) and making a payment to the Consultant equal to the equivalent of the fee that would otherwise be payable to the Consultant over the Company Notice Period if the engagement had not been terminated. |
|||||
| Termination by Mr | The Consultant may at its sole discretion terminate the engagement: | |||||
| Thorne | (a) | without cause, by giving one months notice. | ||||
| (b) | if the Nominated Person is terminated as 'Chairperson' of the Company for reasons other than by the company detailed above, by giving notice that the that the termination is effective immediately; or |
|||||
| (c) | within one month of a material reduction in the Fee or a material diminution in the responsibilities or powers assigned to the Consultant or the Nominated Person, by giving notice that the that the termination is effective immediately. |
The Executive Services Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).
3.2 Non-Executive Director appointment letters
Paul Lloyd has entered into an appointment letter with Diablo to act in the capacity as Non-Executive Chairman and was appointed on 1 April 2021. Messrs Greg Smith and Barnaby Egerton-Warburton have entered into appointment letters with Diablo to act in the capacity as Non-Executive Directors, both were appointed on 1 April 2021.
Mr Paul Lloyd will be paid \$60,000 per annum plus GST for his role as Non-Executive Chairman.
Messrs Greg Smith and Barnaby Egerton-Warburton will be paid \$40,000 per annum plus GST for their roles as Non-Executive Directors.
3.3 Deeds of indemnity, insurance and access
Diablo will enter into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, Diablo will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of Diablo. Diablo will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.
SCHEDULE 5 – COMPANY'S INTEREST IN MINING TENEMENTS
| Project | State | Claim Number From | Claim Number To | Count | Total Claims |
|---|---|---|---|---|---|
| DEVILS CANYON | Nevada | DP 3,4,5,10,11,12 | 6 | ||
| DEVILS CANYON-001 | DEVILS CANYON-084 | 84 | 90 | ||
| WESTERN DESERT | Utah | WD001 | WD030 | 30 | |
| WD-031 | WD-258 | 228 | 258 | ||
| State Leases | 3 | ||||
| LONE PINE | Idaho | LP-001 | LP-075 | 75 | |
| LP EXT-076 | LP EXT-250 | 145 | |||
| UP & Burlington | 2 | 222 | |||
| Patented Claims |
SCHEDULE 6 – TERMS AND CONDITIONS OF DIABLO PERFORMANCE RIGHTS
The following is a summary of the key terms and conditions of the Diablo Performance Rights that are proposed to be issued by the Company:
| Director | Class A Performance Rights |
Class B Performance Rights |
Class C Performance Rights |
Total Performance Rights |
|---|---|---|---|---|
| Paul Lloyd | 2,000,000 | 500,000 | 500,000 | 3,000,000 |
| Greg Smith | 1,500,000 | 400,000 | 400,000 | 2,300,000 |
| Barnaby Egerton Warburton |
1,400,000 | 350,000 | 350,000 | 2,100,000 |
| TOTAL | 4,900,000 | 1,250,000 | 1,250,000 | 7,400,000 |
(a) Milestones
The Performance Rights will have the following milestones attached to them:
- (i) Class A Performance Rights: Class A Performance Rights will convert into an equal number of Shares upon Diablo announcing the 50,000 ounce gold or gold equivalent inferred JORC Resource Estimate, within 36 months from the date of issue;
- (ii) Class B Performance Rights: Class B Performance Rights will convert into an equal number of Shares upon Diablo announcing a 100,000 ounce gold or gold equivalent inferred JORC Resource, within 48 months from the date of issue; and
- (iii) Class C Performance Rights: Class C Performance Rights will convert into an equal number of Shares upon Diablo announcing a 150,000 ounce gold or gold equivalent inferred JORC ounce Resource Estimate within 60 months from the date of issue.
(each a Milestone).
Independent Verification
Subject to the achievement of a Milestone, a Performance Right will only be able to be converted into a Share by a holder after the Company's auditor verifies the achievement of the Milestone in conjunction with an independent geologist (where required to verify any matters under JORC). The auditor's verification process will be based on reviewing the market information to determine if the share price hurdle is met and verifying that the relevant announcements in respect of the resource estimate (as the case may be).
(b) Vesting Deadline
Each of the Performance Rights shall lapse on the following dates:
- (i) Class A Performance Rights: the date that is 36 months from the date of issue;
- (ii) Class B Performance Rights: the date that is 48 months from the date of issue of the Performance Right; and
(iii) Class C Performance Rights: the date that is 60 months from the date of issue of the Performance Right,
(each a Vesting Deadline).
If the relevant Milestone attached to a class of Performance Rights has not been achieved by the relevant Vesting Deadline, then the relevant Performance Rights will automatically lapse. For the avoidance of doubt, a Performance Right will not lapse in the event the relevant Milestone is met before the relevant Vesting Deadline and the Shares the subject of a conversion are deferred in accordance with paragraph (q) below.
(c) Notification to holder
The Company shall notify the holder in writing when the Milestone has been satisfied.
(d) Conversion
Subject to paragraph (m), upon vesting and achievement of the relevant Milestone, each Performance Right will, at the election of the holder, convert into one fully paid ordinary share in the capital of the Company (Share).
(e) Share ranking
All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.
(f) Application to ASX
The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.
(g) Transfer of Performance Rights
The Performance Rights are not transferable.
(h) Expiry Date
Each Performance Right shall otherwise expire five (5) years from the date of issue (Expiry Date). If the relevant Milestone attached to the Performance Right has been achieved by the Expiry Date, all unconverted Performance Rights of the relevant class will automatically lapse at that time.
(i) Consideration
The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.
(j) Participation in new issues
A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(k) Reorganisation of capital
If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.
(l) Dividend and Voting Rights
The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.
(m) Change in control
Subject to paragraph (q), upon:
- (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
- (A) having received acceptances for not less than 50% of the Company's Shares on issue; and
- (B) having been declared unconditional by the bidder; or
- (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,
that number of Performance Rights that is equal to not more than 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Rights then on issue as well as on a pro rata basis for each holder. Performance Rights that are not converted into Shares under this paragraph will continue to be held by the holders on the same terms and conditions.
(n) Deferral of conversion if resulting in a prohibited acquisition of Shares
If the conversion of a Performance Right under paragraph (d) or (m) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:
- (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
- (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (n)(i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a
Performance Right will not result in any person being in contravention of the General Prohibition.
(o) No rights to return of capital
A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(p) Rights on winding up
A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.
(q) No other rights
A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
SCHEDULE 7 – VALUATION OF DIABLO PERFORMANCE RIGHTS
The Performance Rights to be issued to the Related Parties pursuant to Resolutions 4 to 6 have been valued by internal management.
Using the Black & Scholes option model and based on the assumptions set out below, the Performance Rights were ascribed the following value:
| Assumptions: | |
|---|---|
| Valuation date | 22 April 2021 |
| Market price of Shares | 20 cents |
| Exercise price | Nil |
| Expiry date (length of time from issue) | 5 years from date of issue |
| Risk free interest rate | 1.69% |
| Volatility (discount) | 100% |
| Indicative value per Related Party Performance Right |
20 cents |
| Total Value of Performance Rights | \$1,480,000 |
| - Mr Paul Lloyd (Resolution 4) | \$600,000 |
| - Mr Greg Smith (Resolution 5) | \$460,000 |
| - Mr Barnaby Egerton-Warburton (Resolution 6) | \$420,000 |
Note: The valuation noted above is not necessarily the market price that the Diablo Performance Rights could be traded at and is not automatically the market price for taxation purposes.
SCHEDULE 8 – CURRENT GROUP STRUCTURE

SCHEDULE 9 – STRUCTURE POST COMPLETION OF THE IN- SPECIE DISTRIBUTION, DIABLO IPO AND ACQUISITION


SCHEDULE 10 – INDEPENDENT TECHNICAL ASSESSMENT REPORT

Diablo Resources Limited
Diablo Resources Limited Independent Technical Assessment Report

J_2689
Principal Author: Jason Froud, BSc (Hons), Grad Dip (Fin Mkts), MAIG
Principal Reviewer:
Christine Standing, BSc Hons, MSc, MAusIMM, MAIG
July 2021
| Perth Office | ||||||
|---|---|---|---|---|---|---|
| Level 1, 16 Ord Street West Perth WA 6005 |
||||||
| PO Box 1646 West Perth WA 6872 Australia |
||||||
| Doc Ref: | Tel: Fax: |
+61 8 9215 0000 +61 8 9215 0011 |
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| 20210629 Diablo ITAR | ABN: | Optiro Pty Limited 63 131 922 739 www.optiro.com |
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| Number of copies: | ||||||
| Optiro: 1 | ||||||
| Diablo Resources Limited: 1 | ||||||
| Principal Authors: | Jason Froud BSc Hons, Grad Dip (Fin Mkts), MAIG |
Signature: | ||||
| Date: | 15 July 2021 | |||||
| Contributors: | ||||||
| Principal Reviewer: | Christine Standing BSc Hons, MSc (Min Econs), MAusIMM, MAIG |
Signature: Date: |
15 July 2021 |
|---|---|---|---|
Important Information:
This Report is provided in accordance with the proposal by Optiro Pty Ltd ('Optiro') to Diablo Resources Limited and the terms of Optiro's Consulting Services Agreement ('the Agreement'). Optiro has consented to the use and publication of this Report by Diablo Resources Limited for the purposes set out in Optiro's proposal and in accordance with the Agreement. Diablo Resources Limited may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without Optiro's prior written consent.
Optiro has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by Diablo Resources Limited which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of Optiro acting as an independent technical expert to perform any due diligence procedures on behalf of the Company. The Directors of the Diablo Resources Limited are responsible for conducting appropriate due diligence in relation to mineral projects. Optiro provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.
The opinion of Optiro is based on the market, economic and other conditions prevailing at the date of this Report. Such conditions can change significantly over short periods of time.
The statements and opinions included in this Report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of engagement are such that Optiro has no obligation to update this Report for events occurring subsequent to the date of this Report.

Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia
T: +61 8 9215 0000 F: + 61 8 9215 0011
Our Ref: J_2689
15 July 2021
The Directors Diablo Resources Limited Ground floor 24 Outram Street West Perth WA 6005
Dear Sirs,
INDEPENDENT TECHNICAL ASSESSMENT REPORT
At the request of Diablo Resources Limited (DBO or the Company), Optiro has prepared an Independent Technical Assessment Report (Report) on the mineral assets held by DBO. This Report has been prepared in accordance with the Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.
This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets held by DBO. It is our understanding that this Report will be included in a Notice of Meeting and a Prospectus to be published by the Company in connection with its proposed admission of the shares in the Company to trading on the ASX. Optiro has been informed by DBO that the principal purpose of the offering is to raise funds to complete further exploration including geophysical and geochemical surveys, geological mapping and the drilling of existing geophysical anomalies and exploration targets with the aim of defining Mineral Resources.
The mineral assets of DBO and its 100% owned subsidiaries comprise the Devil's Canyon Project located in Nevada, the Western Desert Project located in Utah and the Lone Pine Project located in Idaho, all within the USA. The objectives of this Report are to provide an overview of the geological setting of the mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the project areas and comment on the completed exploration work with regards to project prospectivity.
DBO has provided to Optiro drilling and sampling data and other information generated by DBO, its subsidiaries and by previous owners of the mineral assets. Optiro has not completed a site inspection of the properties. The projects are at an early stage of assessment and it was considered that site visits would be unlikely to reveal any information or data that is material to this Report. The author is satisfied that sufficient information was available to give an informed opinion.
Based on Optiro's assessment of DBO's mineral assets, it is our opinion that they are of value and contain exploration potential as presented. Optiro has considered the expenditure schedules, studies and exploration programmes outlined by DBO and considers them to be reasonable and appropriate to progress the projects. However, all exploration projects are subject to risksfrom unforeseen future issues and events beyond the control of the company; in this sense, DBO is no exception.

Consent has been sought from DBO and its representatives to include technical information and opinions expressed by DBO. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.
Optiro has prepared this Report on the understanding that the mineral assets held by DBO are currently in good legal standing and has not independently verified DBO's legal tenure over its tenements. Optiro is not qualified to make statements in this regard and has relied upon information provided by DBO. Optiro understands that DBO has engaged Perkins Coie LLP to review the tenement status which is included elsewhere in DBO's Prospectus.
Optiro has endeavoured, by making reasonable enquiry of DBO, to ensure that all material information in the possession of DBO has been fully disclosed. However, Optiro has not carried out any type of audit of the records of DBO to verify that all material documentation has been provided. A final draft version of this Report was provided to the Directors of DBO, along with a request to confirm that there are no material errors or omissions in the Report and that the technical information and interpretations provided by them and reflected in the Report are factually accurate. Confirmation of these terms has been provided in writing and has been relied upon by Optiro. Optiro has based its findings upon information supplied up until 15 July 2021.
Optiro is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. Optiro declares that the author and reviewer of this Report have no material interest in DBO, their associated entities or in the assets described in this Report. Optiro has charged DBO a professional fee for services rendered, the quantum of which is unrelated to the outcome or the content of this Report.
Yours sincerely OPTIRO PTY LTD
J C Froud BSc Hons, Grad Dip (Fin Mkts) MAIG Principal
C Standing BSc Hons, MSc, MAusIMM, MAIG Principal
| 1. | EXECUTIVE SUMMARY7 |
|---|---|
| 1.1. | PURPOSE7 |
| 1.2. | DEVIL'S CANYON PROJECT 7 |
| 1.3. | WESTERN DESERT PROJECT7 |
| 1.4. | LONE PINE PROJECT 8 |
| 1.5. | EXPLORATION AND DEVELOPMENT POTENTIAL8 |
| 2. | INTRODUCTION AND TERMS OF REFERENCE 8 |
| 2.1. | TERMS OF REFERENCE8 |
| 2.2. | VALIDATION OF TENURE10 |
| 2.3. | LEGISLATION AND PERMITTING11 |
| 2.4. | RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT12 |
| 3. | DEVIL'S CANYON PROJECT 12 |
| 3.1. | INTRODUCTION12 |
| 3.2. | PREVIOUS EXPLORATION13 |
| 3.3. | GEOLOGY 14 |
| 3.3.1. | REGIONAL GEOLOGY 14 |
| 3.3.2. | LOCAL GEOLOGY15 |
| 3.3.3. | MINERALISATION16 |
| 3.3.4. | GEOPHYSICS18 |
| 3.4. | EXPLORATION POTENTIAL 18 |
| 4. | WESTERN DESERT PROJECT 18 |
| 4.1. | INTRODUCTION18 |
| 4.2. | PREVIOUS EXPLORATION19 |
| 4.3. | GEOLOGY 19 |
| 4.3.1. | REGIONAL GEOLOGY 19 |
| 4.3.2. | LOCAL GEOLOGY20 |
| 4.3.3. | MINERALISATION22 |
| 4.3.1. | GEOPHYSICS23 |
| 4.4. | EXPLORATION POTENTIAL 23 |
| 5. | LONE PINE PROJECT 24 |
| 5.1. | INTRODUCTION24 |
| 5.2. | PREVIOUS EXPLORATION25 |
| 5.3. | GEOLOGY 26 |
| 5.3.1. | REGIONAL GEOLOGY 26 |
| 5.3.2. | LOCAL GEOLOGY27 |
| 5.3.3. | MINERALISATION29 |
| 5.4. | EXPLORATION POTENTIAL 32 |
| 6. | WORK PROGRAMME 32 |
| 7. | DECLARATIONS BY OPTIRO 33 |
| 7.1. | INDEPENDENCE33 |
| 7.2. | QUALIFICATIONS33 |
| 8. | REFERENCES 34 |
| 9. | GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS 36 |
|---|---|
TABLES
| Table 2.1 | Exploration tenure (source: DBO and Perkins Coie)11 | |
|---|---|---|
| Table 3.1 | UAV magnetic survey parameters18 | |
| Table 5.1 | Lone Pine vein zone drill hole details and significant intercepts30 | |
| Table 5.2 | Significant drilling intercepts at King Solomon Mine Error! Bookmark not defined. | |
| Table 6.1 | Proposed work programme budget – Devil's Canyon Project (source: DBO) 33 | |
| Table 6.2 | Proposed work programme budget – Western Desert Project (source: DBO) 33 | |
| Table 6.3 | Proposed work programme budget – Lone Pine Project (source: DBO) 33 |
FIGURES
| Figure 2.1 | Location of DBO's mineral projects (source: DBO)9 | |
|---|---|---|
| Figure 3.1 | Devil's Canyon Project location and leases (source: DBO)13 | |
| Figure 3.2 | Devil's Canyon Project local geology and previous exploration (source: DBO)14 | |
| Figure 3.3 | Devil's Canyon Project regional geological setting (source: DBO)15 | |
| Figure 3.4 | Airborne magnetics, major structures and gold-copper mineralised zones (source: | |
| DBO) 17 | ||
| Figure 4.1 | Western Desert Project location (source: DBO)19 | |
| Figure 4.2 | Western Desert Project - local geology and exploration targets (source: DBO) 21 | |
| Figure 4.3 | Stream sediment sampling anomalous zones (source: DBO)22 | |
| Figure 4.4 | Phase 1 rock samples and geology (source: DBO)23 | |
| Figure 4.5 | Phase 2 rock samples and exploration target areas (source: DBO)24 | |
| Figure 5.1 | Lone Pine Project tenure and location (source: DBO)25 | |
| Figure 5.2 | Lone Pine historical workings (source: DBO) annotated with historical estimate | |
| (Guewilik, 1935)26 | ||
| Figure 5.3 | Regional setting of the Lone Pine Project within the Trans-Challis Fault System | |
| (after Johnson et al, 1988)27 | ||
| Figure 5.4 | Lone Pine Project local geology and mineralisation (source: DBO)28 | |
| Figure 5.5 | Drill hole locations at the Lone Pine vein zone (source: DBO) 29 | |
| Figure 5.6 | Drill hole locations and historical intercepts at King Solomon Mine (source: DBO) Error! | |
| Bookmark not defined. | ||
| Figure 5.7 | Rock sample location map32 |
1. EXECUTIVE SUMMARY
1.1. PURPOSE
At the request of Diablo Resources Limited (DBO or the Company), an Independent Technical Assessment Report (Report) on the mineral assets held by DBO has been prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal), both of Optiro Pty Ltd (Optiro). This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets. It is our understanding that this Report will be included in the Notice of Meeting and Prospectus to be published by the Company in connection with the proposed admission of its shares trading on the ASX. Optiro has been informed by DBO that the principal purpose of the offering is to raise funds to complete further exploration, including geophysical surveys, geochemical sampling, geological mapping and drilling of existing mineral anomalies and exploration targets, with the aim of defining Mineral Resources.
The mineral assets of DBO and its 100% owned subsidiaries comprise the Devil's Canyon Gold – Copper Project located in Nevada, the Western Desert Gold – Copper Project located in Utah and the Lone Pine Gold Project located in Idaho, all within the USA.
1.2. DEVIL'S CANYON PROJECT
The Devil's Canyon Project is prospective for gold and copper and is located approximately 50 km north of Eureka and 100 km south of Elko, Nevada, USA. The project consists of 90 mineral claims covering 7.3 km2 within the Carlin Trend in Nevada which has produced in excess of 195 million ounces of gold. The project is 20 km west of Kinross Gold Corporation's Bald Mountain Gold Mine and 40 km north of Barrick Gold Corporation's Ruby Hill Gold Mine.
Minor copper mining occurred within the project during the 1950s and a period of exploration commenced in 1987 with stream sediment sampling followed by 13 reverse-circulation (RC) drill holes testing the property for gold mineralisation.
The project is underlain by a sequence of Palaeozoic sediments intruded by a multi-phase granite. Photogeological interpretation has identified seven targets related to northeast, northwest and northerly trending faults and shear zones in and around the perimeter of the granite. Airborne magnetic surveying has further highlighted these exploration targets. Subsequent phases of rock chip sampling has identified two gold-copper and two copper mineralised zones closely related to the structural targets that lie along a northeast trending structure forming the northern contact of the intrusive rocks with limestone.
The magnetic survey data is being modelled and further mapping and sampling are planned prior to drilling in the coming 2021 northern field season.
1.3. WESTERN DESERT PROJECT
The Western Desert Project is located in western Utah near to the Nevada Border. It is considered prospective for gold and copper mineralisation and consists of 257 mineral claims and a State Lease covering 28.65 km2 . The project is located within the Basin and Range Province of the Western USA, within the same sequence of Cambro-Ordovician carbonate and sedimentary rocks that host the Carlin Trend gold deposits 200 km to the west and Newmont Corporation's Long Canyon Gold Mine 50 km to the west.
The stratigraphy and structural geology of the project is similar to the host rocks of the Carlin trend gold deposits. A wedge of Carboniferous sediments and carbonate units in the west is thrust over pre-
Carboniferous (Cambrian to Devonian) units to the east. In the Carlin Trend, the mineralisation is hosted within the overlying carbonate units along or near the thrust faults.
Previous exploration has consisted of minor shafts, adits and dozer scrapes along with more recent photogeological interpretation, mapping, rock chip, stream sediment sampling and ground magnetics and gravity surveys. The photogeological interpretation identified 11 geological and structural targets. This was followed by stream sediment sampling, in conjunction with rock chip sampling across the higher ranked exploration targets, that identified four areas of stream sediment anomalism. The main core of the project area, containing exploration targets A1, A2, A3 and A6, was covered by ground magnetics and gravity surveys. This data is presently being processed and modelled.
DBO plan to drill the resulting exploration targets in the second half of 2021.
1.4. LONE PINE PROJECT
The Lone Pine Project is considered prospective for gold and comprises two Patented Mining Claims and a further 268 mineral claims covering an area of approximately 21.85 km2 . It is located 10 km west of Salmon in Lemhi County, Idaho.
Gold was discovered in the project in 1882, with the majority of the development work completed on the Lone Pine vein zone prior to 1907, including six adits and a shallow shaft. A 10 stamp mill was constructed in 1907 and was operated intermittently for six months.
The King Solomon Mine, located 900 m to the southeast of the Lone Pine vein zone, was reportedly mined for high grade gold between 1890 and 1910. In 1990 and 1992, Teck Resources Inc. completed exploration at the King Solomon Mine including 18 RC drill holes.
The Lone Pine project contains precious metal occurrences and is spatially related to the Eocene age Trans-Challis Fault System, a major zone of rifting and crustal extension. The mineralised quartz-filled structure/shear hosting the Lone Pine vein zone is associated with a steeply dipping, northeast striking contact between granitoid and sediments.
During 2020, 11 diamond drill holes (LPDD01 to LPDD11) totalling 677.55 m were completed along the Lone Pine vein zone with all drill holes intersecting the mineralised zone. The best result was 0.31 m at 65.6 g/t gold. In addition to the drilling, regional mapping and rock chip sampling was completed identifying numerous other gold occurrences within the project area.
The Company is currently planning additional drillholes and airborne magnetic surveying for later in 2021.
1.5. EXPLORATION AND DEVELOPMENT POTENTIAL
In Optiro's opinion, DBO's mineral projects are of merit and worthy of further exploration. The planned work programmes are appropriate for the various development stages of the project areas and will provide suitable data to assess the technical risks and the further exploration potential of the identified prospects.
2. INTRODUCTION AND TERMS OF REFERENCE
2.1. TERMS OF REFERENCE
At the request of DBO, an Independent Technical Assessment Report (Report) on the mineral assets of the Company has been prepared by Optiro.

This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets. It is our understanding that this Report will be included in a Notice of Meeting and a Prospectus to be published by the Company in connection with the proposed admission to trading on the ASX. Optiro has been informed by DBO that the principal purpose of the offering is to raise funds to complete further exploration including geophysical surveys, geochemical sampling, geological mapping and drilling of existing mineral anomalies and exploration targets, with the aim of defining Mineral Resources.
DBO is an Australian registered, USA-focused metals exploration and development company. The mineral assets of DBO and its 100% owned subsidiaries comprise the Devil's Canyon Project located in Nevada, the Western Desert Project located in Utah and the Lone Pine Gold Project located in Idaho, all within the USA (Figure 2.1). Optiro understands that the mineral assets were acquired by Hawkstone Mining Ltd (Hawkstone) and they are now being demerged into DBO.

Figure 2.1 Location of DBO's mineral projects (source: DBO)
This report has been prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal) both of Optiro. This report has been prepared in accordance with the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.
Mr Jason Froud and Mrs Christine Standing meet the competency criteria as set out under Section 11 of the JORC Code, 2012 and Section 3.1 of the VALMIN Code, 2015. Mr Froud (MAIG) is responsible for this report. Mr Froud is a Principal Consultant with Optiro Pty Ltd and has sufficient experience which is relevant to the style of mineralisation, type of deposits under consideration and to the activities being undertaken to qualify as a Competent Person as described by the VALMIN Code, 2015

and the JORC Code, 2012. Mr Froud consents to the inclusion in this Report of the matters based on his information in the form and context in which it appears.
The objectives of this Report are to provide an overview of the geological setting of DBO's mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the project areas and comment on the exploration potential of the project areas and the proposed future work programmes.
Consent has been sought from DBO's representatives to include technical information and opinions expressed by them. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.
2.2. VALIDATION OF TENURE
Optiro has prepared this Report upon the understanding that the granted mineral claims and state leases held by DBO are currently in good legal standing. Optiro has not independently verified DBO's legal tenure over its tenements and has relied on information provided by DBO and Perkins Coie LLP. Optiro understands that DBO engaged Perkins Coie LLP to review the tenement status which is included elsewhere in DBO's Prospectus. Among other things, this Report provides an opinion on DBO's mineral claims, forfeiture risk and royalties.
In Nevada (Devil's Canyon Project), DBO holds 90 Bureau of land Management (BLM) Claims (Table 2.1). The total claim area is approximately 7.3 km2 . All BLM Claims are 100% held by DBO through a subsidiary company. There are no annual expenditure commitments. Federal law requires the payment an annual maintenance fees to the BLM which is currently US\$165 per claim.
In Utah (Western Desert Project), DBO holds 257 BLM Claims and a Patented State Lease comprising three parcels (Table 2.1). The total mineral claim area is approximately 28.8 km2 . All claims are 100% held by DBO through various subsidiary companies. There are no annual expenditure commitments. An annual payment of US\$165 per mineral claim is payable on the BLM Claims.
Within Idaho (Lone Pine Project), DBO holds 268 BLM Claims and two Patented Claims(Table 2.1). The total claim area is approximately 21.85 km2 . All claims are 100% held by DBO through various subsidiary companies. There are no annual expenditure commitments. An annual payment US\$165 per claim is payable on the BLM Claims.
Mineral licence definitions are provided below in Section 2.3.
Optiro is not qualified to provide a legal opinion on the status of the granted project licence but has reviewed the licence records and found them to be in good order. Accordingly, Optiro is satisfied that DBO currently has good and valid title to the described granted licences required to explore and undertake project development on the project areas in the manner proposed. Optiro notes that a mining claim is a parcel of land for which the claimant has asserted a right of possession and the right to develop and extract a discovered, valuable, mineral deposit. The mining of the claim is subject to the submittal and approval of a Plan of Operations.

| Project | Claim number | Ownership | Location | Area1 (km2) |
|---|---|---|---|---|
| Devil's Canyon | DP3, 4, 5, 10, 11 and 12 | 100% | Nevada, USA | 0.49 |
| Devils Canyon-001 to 084 | 6.80 | |||
| Western Desert | WD 001, WD 003 to WD 258 | 100% | Utah, USA | 20.80 |
| State lease comprising: | ||||
| 4N 17W Sect 2 | 2.82 | |||
| 4N 17W Sect 16 | 2.59 | |||
| 5N 17W Sect 36 | 2.59 | |||
| Lone Pine | LP-001 to 075 | 100% | Idaho, USA | 6.07 |
| LP Ext-76 to 250 | 14.16 | |||
| LP Ext-251 to 268 | 1.46 | |||
| U.P Patented Claim | 0.08 | |||
| Burlington Patented Claim | 0.08 |
Table 2.1 Exploration tenure (source: DBO and Perkins Coie)
1: Area in km2 is calculated on the area of each claim at 20 acres (0.081km2) and a state lease measuring approximately 1 square mile (2.59km2).
2.3. LEGISLATION AND PERMITTING
The Devil's Canyon Project comprises only BLM Claims and as such all exploration and mining activity on the BLM Claims must be conducted under authority from the BLM.
In the case of the Western Desert Project, all exploration and mining activity on the BLM Claims must be conducted under an authority from the BLM. On the Patented State Leases, ground disturbing exploration proposals are submitted to and approved by the Utah Trust Lands Administration.
The Lone Pine Project lies within the Salmon-Challis National Forest and all exploration and mining activity must be conducted under authority of the US Forest Service, the overarching authority on the federally administered lands within the national forest. The Patented Claims are exempt from any approvals.
Those categories of relevance to the DBO mineral assets are described below.
BUREAU OF LAND MANAGEMENT (BLM) CLAIM
The Bureau of land Management is an agency within the United States Department of the Interior responsible for administering federal lands. The agency manages the federal government's 245 million acres of surface land and over 700 million acres (2,800,000 km2 ) of subsurface mineral estate located beneath federal, state and private lands. Most BLM public lands are located in the 12 western states: Alaska, Arizona, California, Colorado, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming.
At the Devil's Canyon and Western Desert Projects, the BLM Claims have surface access rights but no excavation rights. Prior to drilling or any ground-disturbing work, an application to the local BLM office (a Letter of Intent) and subsequent approval is required. The Letter of Intent provides the right to carry out up to five acres (2.02 ha) of specified ground disturbing exploration (such as drilling or trenching) on the claims. For programmes exceeding the five acres a Proposal of Exploration (POE) is applied for. This involves the completion of baseline environmental and cultural surveys on all areas of proposed ground disturbance and its subsequent approval by the local BLM office.

BLM CLAIM - FORESTRY DEPARTMENT
In the case of the Lone Pine Project the BLM Claims are located within an area administered by the US Forest Service, the overarching regulatory agency. All proposals for ground disturbing exploration must be made through the local Salmon, Idaho office. Regulations and permitting are similar to the BLM processes.
PATENTED CLAIMS
Patented Claims grant the owner both surface and mineral rights and are treated as private property. They remain valid subject to the payment of annual fees.
STATE LEASES
The State Leases (part of the Western Desert Project) are administered by Utah Trust Lands Administration. The Utah State Lease requires an annual rent of US\$1.00 for each acre and fractional acre under the lease, but in no event less than US\$500.00 per year.
NATIVE TITLE
No native title rights exist on the Patented Claims, the BLM Claims or the State Leases.
2.4. RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT
This report was prepared by Mr Jason Froud (Principal), and was reviewed by Mrs Christine Standing (Principal), both of Optiro.
This report has been prepared in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code).
In developing its technical assumptions for the report, Optiro has relied upon information provided by DBO and its consultants, as well as information obtained from other public sources. The material on which this report is based includes internal and open-file project documentation, technical reports, drill hole and other exploration databases. DBO has provided to Optiro the drilling and sampling data and other information generated by DBO and by previous owners of the project areas.
Optiro has independently reviewed all relevant technical and corporate information made available by the management of DBO, which was accepted in good faith as being true, accurate and complete, having made due enquiry of DBO. Optiro has additionally sourced publicly available information relative to DBO's mineral assets.
Optiro has not completed a site inspection of the properties. The projects are at an early stage of assessment and it was considered that a site visit was unlikely to reveal any information or data that is material to this Report. The author is satisfied that sufficient information was available to form an informed opinion on the various projects.
3. DEVIL'S CANYON PROJECT
3.1. INTRODUCTION
The Devil's Canyon Gold-Copper Project (Devil's Canyon Project) is located approximately 50 km north of Eureka and 90 km south of Elko in Nevada, USA. The project consists of six claims subject to an Option Agreement, with a further 84 claims staked by the Company. The total area is approximately 7.3 km2 (Figure 3.1).
The project falls within the Diamond Mountains, a mountain range along the border of Eureka and White Pine Counties. The range reaches a maximum elevation of 3,240 m on the summit of Diamond Peak within the project area.

Figure 3.1 Devil's Canyon Project location and leases (source: DBO)
3.2. PREVIOUS EXPLORATION
Minor previous production was recorded on the project in the 1950s with approximately 2 tons of ore mined (1.8 metric tonnes). The production was from a small open pit mine but numerous prospect pits and trenches are located across the area (Roberts et al 1969).
The project was the target of limited recent exploration commencing in 1987 with stream sediment sampling. An account on the data from a previous owner described a Tertiary granite stock that intrudes clastic rocks of the Diamond Peak Formation, and the Ely Limestone. Gold-mineralisation was noted in skarn in the Ely Limestone proximal to the intrusive contact and in shear zones. It was
noted that 13 reverse circulation (RC) drill holes, totalling 3,465 feet (1,056 m) tested the property for gold mineralisation in the Ely Limestone and the Diamond Peak Formation (Figure 3.2). Complete assay data and sample intervals are not available to verify this information. Furthermore, 318 rock (grab) samples were collected around this time. The location that these samples were taken from is not known but significant results were reported. The details and representivity of the historical drilling and rock chip sampling are not known and are mentioned in this report for historical context.

Figure 3.2 Devil's Canyon Project local geology and previous exploration (source: DBO)
3.3. GEOLOGY
3.3.1. REGIONAL GEOLOGY
The Devil's Canyon Project is underlain by a sequence of Palaeozoic sediments deposited on a continental margin intruded by Mesozoic granite and younger intrusive plugs. These intrusive rocks have a strong spatial relationship to the gold and copper metal mineralisation within the claims. Several stages of compressional folding and northeast and northwest faulting have been recognised. Extensional deformation in the Tertiary has produced the present basin and range physiography and is responsible for igneous activity and related hydrothermal alteration and mineralisation. This geology is similar to the Bald Mountain (Kinross Gold Corporation - Kinross) and Ruby Hill Gold Mines (Barrick Gold Corporation - Barrick) (Figure 3.3).
The project is located 20 km west of Kinross's Bald Mountain gold mine and 40 km north of Barrick's Ruby Hill gold mine within Carlin Trend. The Carlin Trend encompasses a group of around 30 separate centres of gold mineralisation (mainly sediment hosted) and extends in a general northwesterly direction over a known distance of approximately 80 km and up to 8 km wide. The bulk of previous production has been from two clusters of mines found in two broad zones of outcrop of the host Palaeozoic sequences, separated by thick younger basin and range cover.

Figure 3.3 Devil's Canyon Project regional geological setting (source: DBO)
3.3.2. LOCAL GEOLOGY
The Devil's Canyon Project is underlain by a sequence of Palaeozoic sediments intruded by multi-phase granites. Compressional tectonics has established a structural regime of steeply dipping northnorthwest trending normal faults and northeast trending transform faults. The geological setting of the Devil's Canyon Project, is repeated throughout the Carlin Gold Trend, most notably:
• Kinross's Bald Mountain gold mine is hosted in south-southeast dipping limestones, dolomites and sediments intruded by quartz-monzonite stocks with faulting producing a complex structural regime. At the intersection of deep crustal northwest and north-northeast trending

faults or at sedimentary contacts, the gold mineralisation can attain appreciable widths (tens of metres).
- At Barrick's Ruby Hill Mine the host rock is limestone and high-angle north-northeast and north-northwest-trending faults are important in localising gold mineralisation.
- At i-80 Gold Corporation's (i-80) McCoy-Cove gold deposit differing mineral associations are associated with two identified intrusive events. The gold mineralisation follows intrusive contacts and persists to a depth of 200 m.
In 2020, an external consultant was engaged by the Company to complete photogeological interpretation on the project. This identified seven exploration targets based on geology and structure (Figure 3.2). These exploration targets comprise:
Target 1 is located at the intersection of a northeast trending structure bounding the Ely Limestone, a thrust in the Ely Limestone and the northern contact of a granite intrusive. Rock sampling of the exploration target has produced some very high gold results. This includes 191.5 g/t, 92.2g/t and 68.1 g/t gold. The samples also contained up to 524 g/t silver and up to 9.59% copper.
Target 2 lies at the intersection of a parallel series of east-northeast trending structures and the granite contact.
Target 3 occupies a similar structural setting to Target 1 but on the southern contact of the granite.
Target 4 occurs on the southern contact of the granite. Sampling along strike from the exploration target near the granite contact returned up to 7.15 g/t gold and 16.1% copper.
Targets 5 and 6 lie on the western contact of the granite within the overlying carbonates and sediments where northeast and east-northeast faults cut the contact. Historical drilling was completed in Target 5 presumably to test for the presence of mineralisation along the contact. A historical adit lies to the north of Target 5.
Target 7 comprises a northwest trending structure within and along the contact of the granite. Sampling identified anomalous gold and copper mineralisation between this target and Target 1 returning up to 0.30 g/t gold and from 0.36% to 3.47% copper. East of the target area, a single sample of visible molybdenum on a fracture in the granite returned 436 ppm molybdenum.
Full details of the rock samples are included in the Section below. Optiro notes that rock chip samples may be selectively sampled and may not be representative of the potential mineralisation in the area. Results from the rock chip samples should be considered as indicative of mineralising potential only.
3.3.3. MINERALISATION
A total of 66 rock chip samples have been collected since 2020 as both outcrop and floatsamples. This includes initial sampling by the previous owner (14 samples, DP prefix), 15 samples during the purchase due diligence period by Hawkstone (DCM001 to DCM015) and a further 37 samples (DC016 to DC052) during later mapping, that focused on extending areas of known mineralisation together with reconnaissance prospecting along prospective trends and exploration targets identified from previous sampling and geological interpretations (Figure 3.2). All rock chip sample results are provided in Appendix A. As noted above, rock chip samples may be selectively sampled and may not be representative of the potential mineralisation in the area. The rock chip samples should be considered as indicative of mineralising potential only.

Anomalous rock chip samples were recorded from several areas with peak results of 191.5 g/t gold, 524 g/t silver and 16.05% copper. Elemental associations from the rock chip samples defined four distinct mineralised zones based on the relative abundance of each element termed Au1, Au2, Cu1 and Cu2 (Figure 3.4).

Figure 3.4 Airborne magnetics, major structures and gold-copper mineralised zones (source: DBO)
Zone Au1 includes 10 samples (DC042 to DC051) that returned highly elevated values for gold ranging from 1.12 g/t to 191.5 g/t, silver from 22.1 g/t to 524 g/t and copper from 0.54% to 10.25%. Minor element grades are reported in Appendix A. This zone correlates with structural target T1 located on a northeast trending structure on the contact of the Ely Limestone to the north and the intrusive granites to the south.
Zone Au2 was defined by five samples DC034 to DC038. Zone Au2 lies 200 m north and apparently parallel to structural target T3. This zone contains significant values for gold ranging from 0.9 g/t to 7.15 g/t, silver from 32.6 g/t to 174 g/t and copper from 1.32% to 6.14%. Elevated tin and bismuth also occur.
Zone Cu1 contains five samples with elevated values for copper ranging from 0.22% to 4.41%, silver from 0.6 g/t to 63.6 g/t, and tin from 5 ppm to 500 ppm. Both gold and zinc are also anomalous with one of the samples returning 1.08 g/t gold and two of the five samples returning 1.29% and 4.74% zinc. Zone Cu1 lies to the west of Zone Au1 on the southern edge of an ovate magnetic high.
Zone Cu2 corresponds to structural targets T5 and T6 and is defined by foursamples containing copper from 0.40% to 7.74% and silver from 0.60 g/t to 30.1 g/t.

These four anomalous zones suggests that mineral zonation, produced by multiple intrusive and mineralising phases, may exist. This is broadly similar to i-80's McCoy-Cove gold property located in the Battle Mountain-Eureka Trend. The McCoy-Cove deposit is one of the highest-grade gold deposits in Nevada with historical production of approximately 2.6 Moz of gold and 100 Moz of silver. At McCoy-Cove three types of mineralisation are present:
- Carlin-type at Cove
- polymetallic sheeted veins in the deep 2201 zone
- skarn mineralisation in the historic McCoy pit.
The mineralised zones at McCoy-Cove are reported to have differing mineral associations that are associated with two intrusive events resulting in a prograde and retrograde mineralisation. The mineralisation follows intrusive contacts and persists to a depth of 200 m and up to 50 m from the contact. This is considered to be a similar geological setting to the interpreted structural exploration targets at Devil's Canyon, in particular coincident structural Target T1/mineralisation Zone A1.
3.3.4. GEOPHYSICS
In 2021, an airborne drone (UAV) magnetic survey was completed over the project area by independent US based contractors (MHW Geo-Surveys International Ltd) (Figure 3.4, Table 3.1). The magnetic survey shows the presence of magnetic highs related to possible magnetite rich intrusive rocks, alteration zones or skarns. Significant magnetic lows are also present, possibly representing areas of magnetite destruction. The original photogeological/structural interpretation fits closely with the magnetic survey demonstrating the continuation of structures not recognised on the satellite imagery.
Initial processing of the magnetic survey data was completed by Perth consultancy Resource Potentials Ltd in 2021. The data is presently being interpreted and modelled in conjunction with the previous photogeological structural interpretation and available geochemistry.
Table 3.1 UAV magnetic survey parameters
| Parameter | Details |
|---|---|
| Line kilometres | 72.5 |
| Avg. flight height (+/- 4 m) | 40 |
| Line spacing (m) | 100 |
| Line direction | East-West |
| Coordinate system | WGS84 (Zone 11) |
3.4. EXPLORATION POTENTIAL
The project is interpreted to host Carlin/Cove style gold-copper mineralisation. Geological interpretation, mapping, rock chip sampling and airborne magnetics has shown the presence of significant gold and copper mineralisation within the project area. Further work is required to demonstrate the continuity and economic potential of the mineralisation.
4. WESTERN DESERT PROJECT
4.1. INTRODUCTION
The Western Desert Gold-Copper Project (Western Desert Project) consists of 257 BLM Claims and a Patented State Lease (28.8 km2 total) located in western Utah near to the Nevada Border. The closest town is Wendover, 42 km southwest of the project which straddles the Utah-Nevada Border, and

provides good access to all services and amenities. The project is readily accessible via maintained gravel roads from Wendover (Figure 4.1).


4.2. PREVIOUS EXPLORATION
No data relating to historical exploration prior to the acquisition by Hawkstone is available although surface pitting/shafts and an adit were apparently completed in the early 1900s. Dozer trenching was completed in the late 1990s, however no historical exploration data is available.
Since the acquisition of the project by Hawkstone in 2020, exploration has consisted of:
- due diligence reconnaissance and sampling
- photogeological interpretation and targeting
- a two phased stream sediment sampling and rock chip sampling programme
- ground geophysical surveys (magnetics and gravity).
4.3. GEOLOGY
4.3.1. REGIONAL GEOLOGY
The Western Desert Project is located within the Basin and Range Province of the Western USA, comprising a series of northerly striking, fault bounded ranges. The project lies within the same sequence of Cambro-Ordovician carbonate and sedimentary rocks that host the Carlin Trend gold deposits some 200 km to the west. Outside of the Carlin Trend, deposits that are hosted in a similar geological setting include:

- Nevada Gold Mines Corporation's Long Canyon gold mine (19.8 Mt at 3.5 g/t for 2.2 Moz gold) located 65 km to the west (Barrick, 2020).
- West Kirkland Mining Inc.'s TUG Deposit (4.85 Mt at 0.84 g/t gold and 40.4 g/t silver of Indicated Resources and 4.39 Mt at 0.79 g/t gold and 30.3 g/t silver of Inferred Resources) located 40 km to the north (West Kirkland Mining Inc., 2012).
Furthermore, the project lies 150 km west-northwest of the Bingham Canyon Mine. The Bingham Canyon Mine has been in continuous production since 1903 and has produced over 20 Mt of copper metal over that time. The current Mineral Resource is 285 Mt at 0.38% copper, 0.20 g/t gold and 0.017% molybdenum (Rio Tinto, 2021).
4.3.2. LOCAL GEOLOGY
The Western Desert Project lies in what is termed 'Crater Island'. The 'Island' a partially isolated outcrop of Palaeozoic and Mesozoic sediments and carbonate rocks, intruded by later Mesozoic igneous intrusive rocks forming an outcropping peninsula in the Great Salt Lake Desert area of Utah. The stratigraphy and structure of the outcrop is similar to the host rocks of the Carlin Trend gold deposits. A wedge of Carboniferous sedimentary and carbonate rock units in the west is thrust over pre-Carboniferous (Cambrian to Devonian) units to the east within the project.
The northern and southern margins of the thrust sheet are marked by northwest-trending left lateral faulting in the north and northeast-trending right lateral faulting in the south. The main faults trend approximately north-south and are considered to be shallow-dipping thrust and reverse faults, which may taper-out in the basin sediments. Other north-south trends particularly in the passive older block to the east, are thought to be older deep-seated fault trends, which represent elements of the original basin-margin faults and pre-date the compressional structural features of the basin. As such, they are considered to be important conduits for the rising mineralised fluids emplaced during the 'late' extensional phase of the basin development (Figure 4.2).
In 2020, an external consultant was engaged by the company to complete photogeological interpretation on the project which identified 11 exploration targets based on geological interpretation and structure (Figure 4.2). These exploration targets comprise:
Target A1 covers an anticline in the south of the mapped area where Carboniferous carbonates and clastic sediments are flexed against the Jurassic monzonite intrusive rocks to the south. The fold axis trends west-southwest and extends in this direction from the old Copper Blossom workings that have been the subject of previous mapping and sampling. A Late-Jurassic monzodiorite plug intrudes into the crest of the anticline to the west.
Targets A2 to A5 lie within north-south trends in the younger post-Carboniferous overthrust section. The exploration targets are interpreted as the most prominent zones of possible alteration along the fault systems, but the entire strike of the main fault trends is considered prospective.
Target A6 is an area of dark and light-toned superficial soils mapped at in the broad southern area of alluvial outwash. The target is almost directly on-trend with a main north-south fault which outcrops to the north. This target potentially represents a buried mineralised zone at depth, where the north-south faults are intersected by a northeast-trending fault or fold axes.
Targets A7 to A8 are a series of narrow iron-rich ridges possibly associated with deep seated north-south trending faults in the pre-Carboniferous rocks of the eastern part of the mapped area. The orientation of these faults has greater variance than in the younger overthrust sheet to the west, suggesting they have a different, possibly earlier, origin during the formation of an

Upper Proterozoic Rift. These shelf to basin breaks appear to be the key control to mineralisation in several mines in the Carlin area to the west.
Targets A9 to A11 lie on a major structural zone trending northwest-southeast in the northern part of the project area. This area is interpreted as a left lateral strike slip trend that partially terminates and offsets the stratigraphy in the north of Crater Island. Target A11 is located within an area of colluvial and alluvial cover. The dark-toned soils here are thought to be ironrich and may be related to proximal, underlying mineralisation.

Figure 4.2 Western Desert Project - local geology and exploration targets (source: DBO)
A stream sediment programme was completed over the entire project area, covering all of the exploration targets identified by the photogeological interpretation. The samples from this programme were analysed to a low level of detection for gold and a suite of 50 other elements, including those considered as path finders in 'Carlin type' mineralisation. This programme produced numerous geochemically anomalous areas for several elements, including gold and path finder elements, and were grouped into four main clusters, SS1 to SS4 (Figure 4.3). These clusters are closely related to the exploration targets identified by the photogeological mapping.


Figure 4.3 Stream sediment sampling anomalous zones (source: DBO)
Area SS1 includes the Copper Blossom workings and Target A1. Anomalous gold (ppb range) results are present in drainages to the east and west of the Copper Blossom mineralised trend and to the north of Target A1.
Target SS2 surrounds the central north-south structural zone corresponding with the base of the western overthrust carbonate unit over a strike length of 4 km. Mapped Targets A5 and A6 lie within this geochemically anomalous trend defined by elevated values for gold (ppb range), silver, arsenic, mercury and antimony.
Target SS3 is centred on one sample containing elevated values for both gold (ppb range) and silver (ppm range) and corresponds to structural Target A10.
Target SS4 follows the northwest trending, northern bounding structure corresponding to Targets A9 and A10 and contains elevated values for gold (ppb range), tungsten and molybdenum.
4.3.3. MINERALISATION
Observed mineralisation within the project area consists of skarn style gold-copper-silver mineralisation within altered carbonate rocks proximal to intrusive contacts. The observed mineralised zones strike ~290° and dips at around 45° to the south over at least 350 m, possibly extending under cover to the east and at depth to the west.
Prior to acquiring the property in March 2020, Hawkstone collected a total of 22 rocks samples (WDA001 to 022) around the Copper Blossom workings as part of their due diligence on the project

(Appendix B and Figure 4.4). Sampling consisted of mainly grab samples from mullock piles near old workings as well as chip channel sampling along a historic trench (8 m by 30 m) west of the old workings. Copper staining, ex-sulphide textures, stockwork veining and alteration (mainly silicification +/-epidote, garnet, diopside) was noted within limestones, sandy limestones and altered felsic intrusive rocks.


Hawkstone completed several rounds of rock chip sampling in 2020 taking a further 60 samples (WD031 to WD050 and WD061 to WD070, WDM01-07, WDRC01-09). Samples were taken from observed altered and potentially mineralised outcrops in conjunction with the stream sediment sampling of Tertiary drainages across anomalous zones identified during Phase 1 exploration (Appendix B and Figure 4.5). This phase of rock chip sampling shows the widespread nature of the mineralisation and the overall prospectivity of the project area, showing geochemical associations similar to those identified in the stream sediment sampling results.
Optiro notes that rock chip samples may be selectively sampled and may not be representative of the potential mineralisation in the area. The rock samples results should be considered as indicative of mineralising potential only.
4.3.1. GEOPHYSICS
Geophysical surveys consisting of ground magnetics and gravity have been completed to cover Targets A1, A2, A3 and A6. The data is currently being processed and modelled by Resource Potentials.
4.4. EXPLORATION POTENTIAL
The project is considered prospective for Carlin style gold mineralisation. Geological interpretation, mapping, rock chip sampling and stream sediment sampling has demonstrated the presence of both gold and copper mineralisation within the project area. With the close gold-copper association the source of the mineralisation is considered proximal and may be porphyry related.


Figure 4.5 Phase 2 rock samples and exploration target areas (source: DBO)
5. LONE PINE PROJECT
5.1. INTRODUCTION
The Lone Pine Gold Project (Lone Pine Project) comprises two Patented Mining Claims and a further 268 BLM Claims (Table 2.1 and Figure 5.1) covering an area of approximately 21.85 km2 . The project is located within the Salmon National Forest, 10 km northwest of Salmon, Lemhi County, Idaho. Salmon has a population of just over 3,000.
Access to the project area is via Forestry Service roads. The Patented Mining Claims are accessed via the USFS 023 road (Stormy Peak Road) from its junction with highway 93 for approximately 18 km and then heading south-southwest on USFS 020 (Ridge Road) road for approximately 8 km to the junction of USFS 781. A track leading to the Patented Mining Claims is accessed off USFS 781. All roads mentioned, with the exception of highway 93, are moderately improved to unimproved, gravel and dirt roads maintained by the US Forestry Service.
Topographically, the Lone Pine Project is steep with elevations ranging from 5,000 to 7,500 feet above mean sea level (1,500 m to 2,300 m). The average annual precipitation for the city of Salmon is approximately 250 mm per annum with significant winter snow fall (approximately 2.3 m) at the project area. The temperatures reach up to 30°C in June and July with temperatures of -10°C during December and January.
Vegetation on the project area is typical of Rocky Mountain forests and is moderately to heavily forested. Sparse quantities of sagebrush and copious amounts of mountain grasses dominate the lower hillsides and un-forested areas throughout the regional area.


5.2. PREVIOUS EXPLORATION
Placer gold was discovered in 1866 near present-day Leesburg 8 km to the west of the project. Gold was later discovered within the project area at the Lone Pine prospect in 1882. This area was mined as the U.P. and Burlington Mine with the majority of development work completed prior to 1907. This included completing six adits at 30 m vertical intervals (levels) up the mountain side and a shallow shaft (Umpleby, 1913, Figure 5.2). A total of 837 m of workings including; 714 m of drifts, 117 m of raises and a 5.5m shaft were completed. A 10 stamp mill was constructed in 1907 and was operated intermittently for six months (Guewilik, 1935).

Figure 5.2 Lone Pine historical workings (source: DBO) annotated with historical estimate (Guewilik, 1935)

The historical King Solomon Mine is located 900 m to the southeast of Lone Pine (U.P. and Burlington Mine) and was reportedly mined for high grade gold between 1890 and 1910 via two adits of 100 m and 207 m in length. In 1990 and 1992, Teck Resources Inc. completed exploration including 18 RC drill holes (Section 5.3.3).
5.3. GEOLOGY
5.3.1. REGIONAL GEOLOGY
The Lone Pine Project contains precious metal occurrences that are spatially and genetically related to the Trans-Challis Fault System (Figure 5.3). This is a broad northeast trending regional structural system that has been traced for over 300 km across the centre of Idaho, from Idaho City and the Boise Basin in the southwest, to the Montana border beyond the city of Salmon, in the northeast (Figure 5.3). The Boise Basin, at the southwest end of the Trans-Challis Fault System produced 2.9 million ounces of gold from 1863 to 1980, more gold than any other mining locality in Idaho.
The Trans-Challis Fault system is Eocene in age and is considered a major zone of rifting and crustal extension. Hydrothermal activity associated with this event have formed mineralisation within domes, grabens, faults zones and fractures. Deposits are hosted in a number of varied lithologies including Eocene intrusive rocks, Pre-Cambrian sedimentary and intrusive rocks, Palaeozoic intrusive and sedimentary rocks and Tertiary volcanics and dykes.
Figure 5.3 Regional setting of the Lone Pine Project within the Trans-Challis Fault System (after Johnson et al, 1988)

5.3.2. LOCAL GEOLOGY
The Lone Pine Project overlies Proterozoic intrusive and meta-sedimentary lithologies which outcrop within the project area. The geological setting is similar to that seen at the Beartrack Mine located 8 km to the west being explored by Revival Gold Inc. The mineralised quartz-filled structure/shear hosting the Lone Pine vein zone is associated with a steeply dipping, northeast striking contact between granitoid and sedimentary rocks. The granitoid is medium to coarse grained, xenolithic and generally massive. Discrete fault/shear zones occur in the granitoid in several localities, that are generally orientated northeast or northwest. The metasedimentary rocks are part of the Yellowjacket Formation and comprise grey to dark grey fine grained, bedded quartzites and phyllites.

The historical King Solomon Mine is located 900 m southeast of the Lone Pine vein zone and is interpreted to be part of the same structural system. Several northeast trending quartz alteration mineralised fault/shear zones (argillic-sericite dominated) are hosted within folded Proterozoic sediments and granitoids (Figure 5.4).


Much of the project area is covered by varying thicknesses of glacial till and scree on mountain slopes. Outcrop is limited and the majority of the geology comes from mapping by previous explorers and a photogeological interpretation.
The bedrock geology is dominated by basement gneiss overlain by sediments of the Yellowjacket formation intruded by later granite plugs. Structurally, the project lies within the Trans-Challis Fault system and is dominated by northeast trending fault zones with mapped oblique northwest and northnorthwest to north trending structures.

5.3.3. MINERALISATION
Lone Pine
At the Lone Pine vein zone, gold mineralisation is hosted within a northeast striking, steep northwest dipping quartz vein zone. A quartz vein lies on the footwall of the zone with an overlying clay filled fault zone, historically known as gouge, forming the hanging wall.
Ferruginous quartz vein material is abundant as float across the area, along a strike length of over 500 m, along within remnant mullock piles adjacent to the adits. At surface, the quartz vein material is generally yellow-brown to orange-brown, heavily ferruginous with evidence of ex-sulphide textures. Alteration and mineralisation within the adjacent granite and sedimentary rocks consists mainly of silicification with 3 to 5% disseminated pyrite.
During 2020, Hawkstone completed 11 diamond drill holes (LPDD01 to LPDD11) totalling 677.55 m (Figure 5.5). Drill hole details and significant intercepts (reported as down hole lengths) are included in Table 5.1. Holes have been drilled approximately perpendicular to the vein zone orientation, and approximate true widths of the intercepts range from 55% to 85% of the intersected widths, depending on the dip of the hole and assuming a continuous 80° dip of the mineralised zone.



| Drill hole | Longitude | Latitude | RL (m) |
Dip | Azimuth | Depth (m) |
From (m) |
To (m) |
Interval (m) |
Gold (g/t) |
|---|---|---|---|---|---|---|---|---|---|---|
| LPDD01 | -114.003 | 45.237 | 2,597 | -60 | 135 | 56.4 | 38.43 | 39.70 | 1.22 | 17.02 |
| including | 38.43 | 38.70 | 0.31 | 65.60 | ||||||
| LPDD02 | -114.005 | 45.237 | 2,568 | -60 | 135 | 12.2 | 6.41 | 7.63 | 1.22 | 0.43 |
| No core recovered | 7.63 | 9.15 | 1.53 | NSI | ||||||
| 9.15 | 10.68 | 1.53 | 0.85 | |||||||
| LPDD003 | -114.005 | 45.237 | 2,543 | -60 | 135 | 29 | Intersected void (possibly stoped out) | |||
| LPDD004 | -114.006 | 45.236 | 2,492 | -60 | 320 | 21.35 | 16.10 | 17.80 | 1.70 | 0.35 |
| LPDD005 | -114.007 | 45.235 | 2,420 | -60 | 135 | 36 | 19.80 | 20.20 | 0.40 | 1.62 |
| Low core recovery | 22.70 | 25.90 | 3.20 | NSI | ||||||
| LPDD06 | -114.008 | 45.235 | 2,601 | -60 | 135 | 105.1 | 97.76 | 98.13 | 0.37 | 3.26 |
| Possible vein zone at 97.76 to 99.75 m | 98.13 | 99.30 | 1.17 | NSI | ||||||
| 99.30 | 99.75 | 0.45 | 19.60 | |||||||
| LPDD07 | -114.004 | 45.238 | 2,594 | -60 | 135 | 69.6 | 55.60 | 56.44 | 0.84 | 1.24 |
| 61.46 | 62.18 | 0.72 | 1.18 | |||||||
| Vein zone 63.75 to 66.38 m | 63.75 | 66.38 | 2.63 | 7.06 | ||||||
| including | 64.40 | 65.77 | 1.37 | 13.23 | ||||||
| LPDD008 | -114.004 | 45.237 | 2,597 | 135 | -70 | 121.03 | 106.9 | 108.81 | 1.91 | 12.93 |
| incl | 107.54 | 108.36 | 0.82 | 29.70 | ||||||
| 110 | 110.34 | 0.34 | 6.86 | |||||||
| LPDD009 | -114.005 | 45.237 | 2,569 | 120 | -60 | 31.09 | 18.9 | 21.38 | 2.38 | 1.85 |
| LPDD010 | -114.007 | 45.235 | 2,492 | 318 | -60 | 33.83 | 24.4 | 26 | 1.6 | 1.01 |
| LPDD011 | -114.006 | 45.237 | 2,579 | 120 | -70 | 161.95 | 150.78 | 152 | 1.22 | 1.16 |
| 153.71 | 154.57 | 0.86 | 10.39 | |||||||
| including | 154.05 | 154.57 | 0.52 | 16.95 |
| Table 5.1 | Lone Pine vein zone drill hole details and significant intercepts |
|---|---|
| ----------- | ------------------------------------------------------------------- |
Notes:
- Longitude and latitude WGS84
- Bottom cut of 0.20 g/t gold used in significant intercept calculations for intercepts averaging +1 g/t gold.
• Holes are drilled approximately perpendicular to the vein zone orientation and approximate true widths of the intercepts range from 55% to 85% of the intersected widths depending on the dip of the hole and assuming a continuous 80° dip of the mineralised zone.
• NSI – no significant intercept.
King Solomon
The historical King Solomon Mine is located 900 m to the southeast of the Lone Pine vein zone and the mineralisation is interpreted to be part of the same mineralised system. The mine was explored in the early 1900s via three adits (the east, west and northeast).
Several northeast trending quartz mineralised fault/shear zones (argillic-sericite dominant alteration) are hosted within folded Proterozoic sediments and granitoids. Up to three northeast striking and interpreted southeast dipping vein systems have been observed within the west and east adits at King Solomon.
Broad gold mineralised intervals were returned by historical sampling from two of the adits at King Solomon. In the 1990s, the east and west adits at King Solomon were opened to allow underground mapping and sampling. The northeast adit was collapsed but this work defined a broad northeast trending zone dipping 65 degrees to the southeast.
Previous explorers completed 18 reverse circulation drill holes across the King Solomon area (Figure 5.6). The drilling was completed in the early 1990s in two phases. The drilling is considered to be historical and may not have been completed in accordance with modern standards. For reference, collar details for these drill holes are provided in Appendix C
In 2020, Hawkstone completed reconnaissance exploration across the Lone Pine and King Solomon areas, collecting a total of 131 rock samples (Figure 5.7). These samples were dispatched to ALS laboratories for multi-element analysis. The samples were collected from several areas considered prospective for gold mineralisation following a review of the regional geology, mineralisation and previous exploration. Regional reconnaissance work located several areas of mineralisation, both within existing the Lone Pine project claims and in the immediate surrounds along prospective structural trends. Evidence of old workings, either shallow prospecting pits or shallow adits, were also noted at several locations. The assay results are highly encouraging and may be indicative of a potentially larger mineralised system.
Better results include:
- LP045 (float/dump): interpreted to be the northeast extension of the Lone Pine mineralised trend, assaying 0.98 g/t gold and 2.93 g/t silver from ferruginous quartz vein material.
- LP083 (float/dump): assaying 6.30 g/t gold and 3.03 g/t silver from ferruginous sediment in an old prospecting pit.
- LP090 (float/dump): assaying 1.59 g/t gold from ferruginous quartz veining/sedimentary rock.
- LP093 (float/dump): assaying 8.15 g/t gold and 8.25 g/t silver from ferruginous quartz veining/sedimentary rock near an old adit.
- LP096 (float/dump): assaying 1.38 g/t gold and 1.63 g/t silver.
- LP097 (float/dump): assaying 19.9 g/t gold and 6.6 g/t silver from ferruginous quartz veining/sedimentary rock near an old adit.
- LP100 (float/dump): assaying 2.15 g/t gold from ferruginous cherty vein material with exsulphide textures.
- LP113 (float/dump): assaying 24.7 g/t gold and 28.1 g/t silver from ferruginous cherty vein material with ex-sulphide textures near an old adit.
- LP114 (float/dump): assaying 19.6 g/t gold and 12.25 g/t silver from sheared, ferruginous quartz vein material near an old adit.
- LP115 (float/dump): assaying 3.09 g/t gold and 45.5 g/t silver from white, massive ferruginous quartz vein material near an old adit (LP113115 collected from same area).
- LPGK20002 (float): assaying 13.25 g/t gold and 4.54 g/t silver located west of Lone Pine mineralised trend.
All rock sample results and details are provided in Appendix D. Optiro notes that rock chip samples may be selectively sampled and may not be representative of the potential mineralisation in the area. The rock samples should be considered as indicative of mineralising potential only.
Generally, anomalous silver, bismuth, cobalt, copper, and lead values correlate with anomalous gold. Both Hawkstone and previous explorers have noted the influence of coarse gold in assay results and as such the presence of elevated pathfinder elements is considered as an additional positive indicator for potential gold mineralisation to be present even if initial gold assay values are low. Several reconnaissance samples returned low level gold assay results but with associated elevated pathfinder elements. Assay values ranged from below detection (<0.01) to 24.6 g/t for gold and 0.01 to 45.5 g/t silver for the assays received.
5.4. EXPLORATION POTENTIAL
The Lone Pine Project contains precious metal occurrences spatially and is genetically related to the Eocene age Trans-Challis Fault System, a major zone of rifting and crustal extension. The mineralised quartz-filled structure/shear hosting the Lone Pine vein zone is associated with a steeply dipping, northeast striking contact between granitoid and sediments. Further work is required to demonstrate the continuity and economic potential of the mineralisation.


6. WORK PROGRAMME
DBO has developed an exploration budget for its three project areas based on its minimum subscription of \$6.5 M which is summarised in Table 6.1 to Table 6.3. The exploration budget is based on staged expenditure at all three projects with the remaining funds allocated on a priority basis.
The majority of the exploration budgets are allotted to drilling the various drill-ready targets within the three projects, most notably at the Devil's Canyon and Western Desert Projects together with supportive geophysical, mapping and geochemical surveys. Optiro has reviewed the proposed twoyear budget and it is considered appropriate and reasonable for the mineralisation styles within the projects and the stage of exploration.

Table 6.1 Proposed work programme budget – Devil's Canyon Project (source: DBO)
| Item | Year 1 (A\$) |
Year 2 (A\$) |
Total (A\$) |
|---|---|---|---|
| Geochemistry, geophysics and mapping | 95,000 | 110,000 | 205,000 |
| Drilling and assaying | 600,000 | 1,100,000 | 1,700,000 |
| Metallurgical and scoping studies | 30,000 | 30,000 | |
| Total | 695,000 | 1,240,000 | 1,935,000 |
Table 6.2 Proposed work programme budget – Western Desert Project (source: DBO)
| Item | Year 1 (A\$) |
Year 2 (A\$) |
Total (A\$) |
|---|---|---|---|
| Geochemistry, geophysics and mapping | 20,000 | 100,000 | 120,000 |
| Drilling and assaying | 700,000 | 1,150,000 | 1,850,000 |
| Metallurgical and scoping studies | 30,000 | 30,000 | |
| Total | 720,000 | 1,280,000 | 2,000,000 |
Table 6.3 Proposed work programme budget – Lone Pine Project (source: DBO)
| Item | Year 1 (A\$) |
Year 2 (A\$) |
Total (A\$) |
|---|---|---|---|
| Geochemistry, geophysics and mapping | 35,000 | 35,000 | |
| Drilling and assaying | 500,000 | 900,000 | 1,400,000 |
| Metallurgical and scoping studies | 30,000 | 30,000 | |
| Total | 535,000 | 930,000 | 1,465,000 |
7. DECLARATIONS BY OPTIRO
7.1. INDEPENDENCE
Optiro is an independent consulting organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at 16 Ord Street, West Perth, Western Australia, and Optiro's staff work on a variety of projects across a range of commodities worldwide.
This report has been prepared independently and in accordance with the VALMIN and JORC Codes and in compliance with ASIC Regulatory Guide 112. The author and reviewer do not hold any interest in DBO, their associated parties, or in any of the mineral properties which are the subject of this report. Fees for the preparation of this report are charged at Optiro's standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report. Optiro will charge DBO fees of approximately A\$26,000 for the preparation of this report. Optiro has not had any material prior association with either DBO or the mineral assets being assessed.
7.2. QUALIFICATIONS
The principal person responsible for the preparation of this Report, and Competent Person, is Mr Jason Froud (Principal). This report was reviewed by Mrs Christine Standing (Principal). Both Mr Froud and Mrs Christine Standing are employed by Optiro.

Mr Jason Froud [BSc (Hons) Geology, Grad Dip (Fin Mkts), MAIG] is a geologist with over 25 years' experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and quality assurance and quality control.
Mrs Christine Standing [BSc (Hons) Geology, MSc (Min Econs), MAusIMM, MAIG] is a geologist with over 35 years' worldwide experience in the mining industry. She has six years' experience as an exploration geologist in Western Australia and over 30 years' experience as a consultant specialising in resource estimation, reconciliation, project management and statutory and Competent Persons' reporting on worldwide projects for a range of commodities. She has acted as a Qualified Person and Competent Person for gold, silver, copper, mineral sands, nickel, chromium, lithium and PGEs.
8. REFERENCES
Regengold, S.M., 2021. Limited Title Report concerning Mining Tenements. Lone Pine Project, Lemhi County, Idaho. Devils Canyon Project, Eureka and White Pine Counties, Nevada. Western Desert Project, Box Elder County, Utah. Perkins Coie LLP.
Devil's Canyon Project
- Evans, L., Collins, S. E. and Altman, K., 2013. West Kirkland Mining Inc. Technical Report on the Tecoma Utah Gold Project, Utah, U.S.A. NI 43-101 Report. Roscoe Postle Associates Inc.
- Hawkstone Mining Limited, ASX Announcements:
7 October 2020. Acquisition of Carlin Trend Gold Project.
23 October 2020. Target A1 Identified Over 92.2 g/t Gold Rock Chip Sample.
12 December 2020. High-Grade Gold and Copper Results at Devil's Canyon.
1 February 2021. 191.5 g/t gold, 524 g/t silver & 10.25% copper. Spectacular Results from Devil's Canyon Gold Project.
- Mendivil, H., 2020. Physical Information Review. Davis Canyon and Diamond Peak projects. GEO Digital Imaging de México, S.A. de C.V.
- Roberts et al., 1969. In: Browne, Q. J., 1990. Davis Canyon Report, Eureka County, Nevada. Asarco, Great Basin Exploration Division.
Russell, R., 2021. Devils Canyon: Notes on Magnetic Data Relative to the Air Photograph Mapping.
Western Desert Project
Barrick Gold Corporation, 2020. Annual Report 2020.
Hawkstone Mining Limited, ASX Announcements:
16 March 2020. Acquisition of Western Desert Gold - Copper Project, Utah, USA.
3 July 2020. 950% Increase in Landholding at Western Desert Gold-Copper Project.
Rio Tinto, 2021. Increase in Mineral Resource at Kennecott Copper operation following mine life extension studies. ASX Announcement, 17 February 2021.
West Kirkland Mining Inc, 2012. West Kirkland Files TUG Resource Estimate on SEDAR. 16 July 2012.
Lone Pine Gold Project – Hawkstone Mining Ltd Announcements
Brewer, B. T., 2012. Phase One Exploration Report. U.P. Burlington Mine Property, Lemhi County, Idaho.
Brewer, B. T., 2013. Technical Report. U.P. and Burlington Mine Property Lemhi County, Idaho, USA. Inception Mining Inc.
Guewilik, G., 1935. Report on U.P. & Burlington Mine. Company Report. 27 March 1935.
Hawkstone Mining Limited, ASX Announcements:
3 February 2020. Acquisition of Historical High-Grade Lone Pine Gold Project. 17 February 2020. Lone Pine Gold Project Update. 24 February 2020. Completion of High-Grade Lone Pine Gold Project Acquisition. 13 May 2020. Hawkstone Mining Investor Presentation. 18 June 2020. Maiden Drill Programme to Commence at Lone Pine Gold Project. 1 July 2020. Acquisition of King Solomon Mine Adjacent to Lone Pine Gold Project. 3 July 2020. 950% increase in landholding at Western Desert Project. 9 July 2020. Early Exercise of Options Raises \$1.77M. 13 July 2020. Lone Pine Project Exploration Update. 14 July 2020. Completion of Option Exercise and Resignation of Director. 6 August 2020. HWK Mobilised Larger Additional Rig to Lone Pine. 27 August 2020. Completion of King Solomon Acquisition and Exploration Update. 15 September 2020. Initial Drilling Confirms High Grade Mineralisation at the Lone Pine Gold Project. 22 September 2020. 233% increase in land holding at Lone Pine.
Johnson, K. M., Lewis, R. S., Bennett, E. H. and Kiilsgaard, T. H., 1988. Cretaceous and Tertiary Intrusive Rocks of South-Central Idaho, in Link, P. K. and Hackett, W. R., eds., Guidebook to the Geology
of Central and Southern Idaho: Idaho Geological Survey Bulletin 27, p. 55-86.
- Klepfer Mining Services LLC, 2013. Audit/Review. Brewer Exploration. Exploration and Predevelopment Recommendations, U.P. & Burlington Mine Property, Lemhi County, Idaho
- Umpleby, J. B., 1913. Geology and Ore Deposits of Lemhi County, Idaho. Dept of the Interior, US Geological Survey, Bulletin 528.

9. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS
| Term | Explanation |
|---|---|
| Ft – foot, g/t – grams per tonne, ha – hectare, JV - joint venture, km – kilometre, km2 – square | |
| kilometre, kt – thousand tonnes, lb – pound, m – metre, m3 – cubic metres, M – million, Ma – million | |
| abbreviations | years ago, Mt – million tonnes, Moz – million ounces, oz – ounce, % - percentage, ppm – parts per |
| million, ppb – parts per billion, t – tonnes. | |
| chemical elements | Ag – silver, Au – gold, Bi - bismuth, , Cu – copper, Hg – mercury, Mo – molybdenum, Pb – Lead, Sn – |
| tin, Te – tellurium, Tl – thallium, W – tungsten, Zn -zinc. | |
| alluvial | An accumulation of alluvium (sediment) in the bed or former bed of a river. |
| alteration | A change in mineralogical composition of a rock through reactions with hydrothermal fluids, |
| temperature or pressure changes. | |
| anticline | A fold shaped like an arch. |
| bedrock | The solid rock lying beneath superficial material such as gravel or soil. |
| Cambrian | First geological period of the Palaeozoic Era. The Cambrian lasted from 541 Ma to the beginning of |
| the Ordovician Period at 485 Ma. | |
| A class of sedimentary rocks composed primarily of carbonate minerals. The two major types are | |
| carbonate | limestone, which is composed of calcite or aragonite (different crystal forms of CaCO3) and dolomite |
| rock which is composed of mineral dolomite (CaMg(CO3)2). A geological period of the Palaeozoic that spans 60 million years from the end of the Devonian Period |
|
| Carboniferous | 358.9 Ma to the beginning of the Permian Period at 298.9 Ma. |
| chert | A very fine grained sedimentary rock composed of silica. |
| A system for reporting Mineral Resources and Ore Reserves according to a number of accepted | |
| classification | Codes. |
| clastic | A rock composed of fragments of older rocks. |
| colluvial | An accumulation of weathered material transported by gravity. |
| cut-off grade | The grade that differentiates between mineralised material that is economic or not to mine. |
| A geological period of the Palaeozoic, spanning 60.3 million years from the end of the Silurian at | |
| Devonian | 419.2 Ma to the beginning of the Carboniferous at 358.9 Ma. |
| diamond drilling | Drilling method which produces a cylindrical core of rock by drilling with a diamond tipped bit. |
| dolomite | A carbonate rock consisting of calcium magnesium carbonate. |
| dyke | A tabular igneous intrusive rock that cuts across the bedding or foliation of the country rock. |
| Eocene | A geological epoch that lasted from about 56 to 33.9 Ma. It is the second epoch of the Paleogene |
| Period in the Cenozoic Era. | |
| fault | A fracture in rock along which displacement has occurred. |
| felsic | Silicate minerals, magmas, and rocks which are enriched in the lighter elements such as silica, |
| oxygen, aluminium, sodium, and potassium. | |
| formation | A defined interval of strata, often comprising similar rock types. |
| geophysical survey | A survey that measures the physical properties of rock formations, commonly magnetism, specific gravity, electrical conductivity and radioactivity. |
| An unsorted glacial sediment. Glacial drift is a general term for the coarsely graded and extremely | |
| glacial till | heterogeneous sediments of glacial origin |
| A common and widely distributed type of rock formed by high-grade regional metamorphic | |
| gneiss | processes from pre-existing formations that were originally either igneous or sedimentary rocks. |
| Gneissic rocks are coarsely foliated and largely recrystallised. | |
| graben | A depressed block of the crust, bordered by parallel faults |
| granite | A coarse grained intrusive felsic igneous rock. |
| granitoid | A common and widely occurring type of intrusive, felsic, igneous rock. |
| igneous | Rock is formed through the cooling and solidification of magma or lava. |
| 'An 'Indicated Mineral Resource' is that part of a Mineral Resource for which tonnage, densities, | |
| shape, physical characteristics, grade and mineral content can be estimated with a reasonable level | |
| Indicated Mineral Resource | of confidence. It is based on exploration, sampling and testing information gathered through |
| appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The | |
| locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but | |
| are spaced closely enough for continuity to be assumed.' (JORC 2012) | |
| 'An 'Inferred Mineral Resource' is that part of a Mineral Resource for which tonnage, grade and | |
| Inferred Mineral Resource | mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information |
| gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings | |
| and drill holes which may be limited or of uncertain quality and reliability.' (JORC 2012) | |
| intercept | Mineralised intersection in a drill hole. |
| intrusive | A rock formed when magma cools slowly below the Earth's surface. |

| Term | Explanation |
|---|---|
| The JORC Code provides minimum standards for public reporting to ensure that investors and their | |
| JORC Code | advisers have all the information they would reasonably require for forming a reliable opinion on the |
| results and estimates being reported. The current version is dated 2012. | |
| Jurassic | A geological period and stratigraphic system that spanned from the end of the Triassic period 201.3 |
| Ma to the beginning of the Cretaceous period, approximately 145 Ma. | |
| limestone | A rock composed mainly of calcium carbonate or magnesium carbonate or combinations thereof. |
| Mesozoic | The second-to-last era of Earth's geological history, lasting from about 252 to 66 Ma and comprising the Triassic, Jurassic and Cretaceous periods. |
| Alteration of the minerals, texture and composition of a rock caused by exposure to heat, pressure | |
| metamorphism | and chemical actions. |
| metasedimentary | A sediment or sedimentary rock that shows evidence of having been subjected to metamorphism. |
| 'A 'Mineral Resource' is a concentration or occurrence of material of intrinsic economic interest in or | |
| on the Earth's crust in such form, quality and quantity that there are reasonable prospects for | |
| Mineral Resource | eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and |
| knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into | |
| Inferred, Indicated and Measured categories.' (JORC 2012) | |
| mineralisation | The process by which a mineral or minerals are introduced into a rock, resulting in a valuable deposit. |
| monzodiorite | A coarse-grained igneous rock consisting of plagioclase feldspar, orthoclase feldspar, hornblende and |
| biotite. | |
| monzogranite | A felsic igneous intrusive rock also referred to as biotite granite. |
| monzonite | An igneous intrusive rock, composed of approximately equal amounts of plagioclase and alkali feldspar, with less than 5% quartz by weight. It may contain minor amounts of hornblende, biotite |
| and other minerals. | |
| Palaeozoic | The earliest of three geologic eras of the Phanerozoic Eon lasting from 541 to 252 Ma |
| phyllite | A type of foliated metamorphic rock primarily composed of quartz, sericite mica, and chlorite. |
| porphyry | A variety of igneous rock consisting of large grained crystals, such as feldspar or quartz, dispersed in a |
| fine-grained feldspathic matrix or groundmass. Era of the geological time scale within the Precambrian eon containing rocks of approximately 1,000 |
|
| Proterozoic | – 2,500 Ma. |
| pyrite | Iron disulphide, (FeS2). |
| quartz | Crystalline silica (SiO2). |
| quartzite | Metamorphosed sandstone. |
| reverse circulation drilling (RC) | Drilling method that uses compressed air and a hammer bit to produce rock chips. |
| sediments shear |
Loose, unconsolidated deposit of debris that accumulates on the Earth's surface. A fault system. |
| silica | Most commonly quartz (SiO2). |
| silicification | The process of bringing in silica into a non-siliceous rock. |
| skarn | Skarns form at the contact between an intrusive rock and a carbonate rock or a clastic sediment rich |
| in carbonate and have a characteristic mineral composition - calcium, magnesium and iron silicates. | |
| stock | An igneous intrusion that has a surface exposure of less than 100 km2. A stock has a discordant |
| stratigraphy | relationship with the rocks that it intrudes. The study of stratified rocks, their timing, characteristics and correlations in different locations. |
| strike | Geological measurement – the direction of bearing of bedding or structure in the horizontal plane. |
| A (former) interval of geological time lasting from approximately 66 to 2.6 Ma. It is the traditional | |
| Tertiary | name for the first of two periods in the Cenozoic Era. |
| thrust | A contractional fault that accommodates horizontal shortening of a datum surface, normally bedding |
| ton | in upper crustal rocks or a regional foliation surface in more highly metamorphosed rocks. A US customary unit (short ton), equivalent to 2,000 lbs or 907.18 kg. |
| volcanic | An igneous rock of volcanic origin. |
| A tabular or sheet like body of one or more minerals deposited in openings of fissures, joints, or | |
| vein | faults. |
| The Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 | |
| Edition. The VALMIN Code provides a set of fundamental principles (Competence, Materiality and | |
| VALMIN Code | Transparency), mandatory requirements and supporting recommendations accepted as representing good professional practice to assist in the preparation of relevant Public Reports on any Technical |
| Assessment or Valuation of Mineral Assets. It is a companion to the JORC Code. | |
| xenolith | A piece of rock within an igneous rock that is not derived from the original magma but has been |
| introduced from elsewhere, especially the surrounding country rock |

Appendix A Devil's Canyon Project rock sample results
| Sample | Easting | Northing | Au g/t | Ag g/t | Cu % | Pb ppm | Bi ppm | Mo ppm | Sn ppm | Te ppm | Zn ppm |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DPWRC001 | 598,952 | 4,430,132 | 0.01 | 0.09 | 0.00 | - | - | 436 | - | - | 0.00 |
| DPRCC001 | 599,215 | 4,430,226 | 6.43 | 6.04 | 0.16 | - | - | 5.71 | - | - | 0.01 |
| DPCRC002 | 599,215 | 4,430,226 | 92.2 | 59.20 | 2.15 | - | - | 10 | - | - | 0.06 |
| DPNRC001 | 599,328 | 4,430,324 | 2.06 | 45.30 | 1.23 | - | - | 17 | - | - | 0.03 |
| DPNRC002 | 599,328 | 4,430,324 | 0.54 | 3.43 | 0.28 | - | - | 24.8 | - | - | 0.41 |
| DPGRC001 | 599,069 | 4,430,069 | 0.15 | 50.10 | 2.18 | - | - | 3.18 | - | - | 4.81 |
| DPGRC002 | 599,069 | 4,430,069 | 0.06 | 19.40 | 3.47 | - | - | 4.41 | - | - | 1.29 |
| DPGRC003 | 599,069 | 4,430,069 | 0.3 | 3.00 | 0.36 | - | - | 6.88 | - | - | 0.10 |
| DPGRC004 | 599,069 | 4,430,069 | 0.09 | 17.50 | 2.18 | - | - | 3.29 | - | - | 3.15 |
| DPSRC001 | 599,350 | 4,429,559 | 0.3 | 0.62 | 0.03 | - | - | 3.11 | - | - | 0.02 |
| DPSRC003 | 599,350 | 4,429,559 | 0.22 | 2.43 | 0.46 | - | - | 9.71 | - | - | 0.01 |
| DPSRC005 | 599,350 | 4,429,559 | 0.01 | 1.71 | 5.61 | - | - | 7.9 | - | - | 0.10 |
| DPSRC002 | 599,350 | 4,429,559 | 2.03 | 7.09 | 2.78 | - | - | 6.67 | - | - | 0.06 |
| DPSRC004 | 599,350 | 4,429,559 | 0.01 | 2.73 | 2.25 | - | - | 8.63 | - | - | 0.04 |
| DCM001 DCM002 |
598,775 598,779 |
4,429,679 4,429,684 |
0.02 0.01 |
0.06 0.08 |
0.00 0.00 |
4.8 2.3 |
0.49 0.26 |
1.42 17.7 |
8 6.5 |
0.03 0.03 |
90 97 |
| DCM003 | 598,841 | 4,429,763 | 0.01 | 0.09 | 0.00 | 4.5 | 0.17 | 0.57 | 5.1 | 0.02 | 37 |
| DCM004 | 598,840 | 4,429,700 | 0.01 | 0.91 | 0.00 | 10.4 | 0.92 | 0.5 | 1.7 | 0.1 | 30 |
| DCM005 | 598,765 | 4,429,445 | 1.28 | 10.2 | 0.80 | 1,560 | 23.3 | 36.9 | 3.7 | 7.13 | 796 |
| DCM006 | 598,972 | 4,430,127 | 0.09 | 15.85 | 2.02 | 23.5 | 5.7 | 4.41 | 8 | 3.72 | 2.72 |
| DCM007 | 598,973 | 4,430,128 | 0.04 | 0.22 | 5.83 | 3.8 | 0.1 | 0.8 | 307 | 0.19 | 9,590 |
| DCM008 | 598,970 | 4,430,130 | 0.06 | 0.5 | 0.92 | 1.6 | 0.2 | 9.83 | >500 | 0.02 | 2,870 |
| DCM009 | 599,524 | 4,429,789 | 0.52 | 7.3 | 16.05 | 11 | 15.7 | 3.61 | 17.9 | 8.55 | 1,220 |
| DCM010 | 599,524 | 4,429,788 | 0.03 | 0.16 | 0.03 | 2.5 | 1.19 | 0.55 | 28.6 | 0.21 | 67 |
| DCM011 | 599,523 | 4,430,234 | 0.39 | 61.3 | 7.64 | 7.4 | 72.9 | 58.8 | 163.5 | 40.7 | 194 |
| DCM012 | 599,524 | 4,430,228 | 0.41 | 48.7 | 3.80 | 6.4 | 39.3 | 16.6 | 18 | 6.81 | 324 |
| DMC013 | 599,459 | 4,430,359 | 2.65 | 44.2 | 2.08 | 8.9 | 405 | 17.85 | 168 | 154.5 | 252 |
| DCM014 | 599,462 | 4,430,362 | 2.58 | 173 | 7.98 | 10 | 509 | 31.3 | 111.5 | 245 | 798 |
| DCM015 | 599,231 | 4,429,588 | 0.02 | 2.71 | 4.95 | 3.8 | 1.7 | 9.55 | 20 | 0.67 | 1,380 |
| DC016 DC017 |
598,957 598,957 |
4,430,129 4,430,129 |
0.00 1.08 |
0.6 2.6 |
0.86 0.22 |
5 19 |
0.3 3.0 |
3 3 |
500 46 |
0 5 |
0.22 0.01 |
| DC018 | 599,028 | 4,430,156 | 0.00 | 0.6 | 0.35 | 2 | 0.0 | 6 | 10 | 0 | 0.10 |
| DC019 | 599,086 | 4,430,076 | 0.20 | 63.6 | 4.41 | 7 | 4.5 | 4 | 14 | 2 | 4.74 |
| DC020 | 599,085 | 4,430,075 | 0.02 | 0.8 | 0.71 | 3 | 0.4 | 6 | 5 | 0 | 1.29 |
| DC021 | 598,723 | 4,429,565 | 0.02 | 0.9 | 0.08 | 157 | 0.1 | 10 | 1 | 0 | 0.10 |
| DC022 | 598,804 | 4,429,999 | 0.04 | 0.3 | 0.02 | 7 | 0.4 | 0 | 10 | 0 | 0.02 |
| DC023 | 598,804 | 4,429,999 | 0.02 | 0.8 | 0.02 | 10 | 0.2 | 17 | 16 | 0 | 0.01 |
| DC024 | 598,836 | 4,430,098 | 0.05 | 1.4 | 0.02 | 13 | 3.5 | 12 | 17 | 0 | 0.02 |
| DC025 | 598,957 | 4,429,721 | 0.11 | 1.1 | 0.08 | 5 | 0.1 | 1 | 6 | 0 | 0.01 |
| DC026 | 598,821 | 4,429,626 | 0.00 | 0.6 | 1.02 | 3 | 0.1 | 8 | 11 | 0 | 1.77 |
| DC027 | 598,923 | 4,429,551 | 0.05 | 3.4 | 7.74 | 6 | 0.4 | 3 | 8 | 0 | 0.05 |
| DC028 | 598,918 | 4,429,553 | 0.00 | 30.1 | 0.40 | 3 | 0.6 | 13 | 10 | 0 | 0.04 |
| DC029 | 599,322 | 4,429,537 | 0.05 | 6.5 | 2.48 | 4 | 1.8 | 10 | 25 | 1 | 0.05 |
| DC030 | 599,324 | 4,429,535 | 0.07 | 0.9 | 0.06 | 3 | 3.3 | 3 | 29 | 1 | 0.01 |
| DC031 | 599,327 | 4,429,531 | 0.26 | 0.2 | 0.02 | 5 | 14.6 | 14 | 129 | 3 | 0.01 |
| DC032 DC033 |
599,326 599,353 |
4,429,539 4,429,560 |
0.02 0.45 |
0.2 2.3 |
0.08 0.39 |
4 2 |
0.8 15.5 |
4 7 |
14 1 |
0 2 |
0.01 0.01 |
| DC034 | 599,353 | 4,429,560 | 0.90 | 38.3 | 2.98 | 7 | 42.0 | 23 | 63 | 12 | 0.06 |
| DC035 | 599,624 | 4,429,741 | 1.03 | 32.6 | 4.77 | 12 | 9.1 | 14 | 35 | 8 | 0.02 |
| DC036 | 599,503 | 4,429,628 | 1.31 | 66.4 | 4.59 | 8 | 28.2 | 25 | 198 | 6 | 0.05 |
| DC037 | 599,503 | 4,429,628 | 7.15 | 163.0 | 6.14 | 12 | 296.0 | 14 | 156 | 91 | 0.08 |
| DC038 | 599,505 | 4,429,628 | 5.68 | 174.0 | 1.32 | 15 | 258.0 | 68 | 161 | 62 | 0.04 |
| DC039 | 599,493 | 4,429,632 | 0.06 | 6.9 | 0.37 | 6 | 3.6 | 77 | 6 | 1 | 0.04 |
| DC040 | 599,505 | 4,429,628 | 0.03 | 1.2 | 0.04 | 10 | 1.7 | 90 | 2 | 0 | 0.04 |
| DC041 | 599,332 | 4,430,315 | 0.02 | 0.5 | 0.01 | 3 | 2.0 | 3 | 47 | 1 | 0.01 |
| DC042 | 599,318 | 4,430,341 | 1.12 | 331.0 | 1.94 | 26 | 277.0 | 177 | 64 | 65 | 0.12 |
| DC043 | 599,325 | 4,430,328 | 6.24 | 524.0 | 9.39 | 77 | 475.0 | 114 | 66 | 119 | 0.24 |
| DC044 | 599,330 | 4,430,325 | 3.79 | 181.0 | 1.67 | 30 | 620.0 | 255 | 148 | 220 | 0.07 |
| DC045 | 599,325 | 4,430,328 | 8.71 | 173.0 | 4.65 | 22 | 264.0 | 45 | 80 | 68 | 0.07 |

| Sample | Easting | Northing | Au g/t | Ag g/t | Cu % | Pb ppm | Bi ppm | Mo ppm | Sn ppm | Te ppm | Zn ppm |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DC046 | 599,330 | 4,430,325 | 2.07 | 85.7 | 2.00 | 78 | 65.4 | 1 | 188 | 40 | 0.09 |
| DC047 | 599,214 | 4,430,228 | 9.57 | 22.1 | 2.60 | 21 | 294.0 | 9 | 52 | 34 | 0.03 |
| DC048 | 599,214 | 4,430,228 | 191.50 | 265.0 | 5.17 | 69 | 1805.0 | 46 | 44 | 161 | 0.09 |
| DC049 | 599,214 | 4,430,228 | 68.10 | 92.3 | 0.54 | 52 | 1585.0 | 41 | 53 | 166 | 0.05 |
| DC050 | 599,214 | 4,430,228 | 13.15 | 83.9 | 9.89 | 78 | 180.5 | 8 | 64 | 34 | 1.17 |
| DC051 | 599,157 | 4,430,124 | 9.93 | 215.0 | 10.25 | 323 | 64.3 | 2 | 320 | 116 | 0.02 |
| DC052 | 599,086 | 4,430,076 | 0.07 | 1.6 | 0.31 | 4 | 2.5 | 0 | 4 | 1 | 1.78 |
Note: Coordinates UTM Easting and Northing NAD83 Zone 11
Appendix B Western Desert Project rock sample
results
| Sample | Easting | Northing | Au g/t | Ag g/t | Cu % | Pb ppm | Zn ppm | Mo ppm | Sb ppm | Te ppm | W ppm |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WDA001 | 267,271 | 4,548,408 | 0.16 | 0.32 | 0.14 | ||||||
| WDA002 | 267,271 | 4,548,409 | 4.54 | 95 | 4.63 | ||||||
| WDA003 | 267,271 | 4,548,410 | 1.59 | 63.7 | 3.46 | ||||||
| WDA004 | 267,272 | 4,548,408 | 0.46 | 5.42 | 0.33 | ||||||
| WDA005 | 267,273 | 4,548,408 | 4.66 | 13.85 | 0.77 | ||||||
| WDA006 | 267,271 | 4,548,409 | 25.00 | 77.1 | 2.35 | ||||||
| WDA007 | 266,922 | 4,548,987 | 6.77 | 75.6 | 3.69 | ||||||
| WDA008 | 267,135 | 4,548,563 | 0 | 0.53 | 0.012 | ||||||
| WDA009 | 267,129 | 4,548,562 | 0 | 0.38 | 0.005 | ||||||
| WDA010 | 267,131 | 4,548,568 | 0.18 | 0.8 | 0.18 | ||||||
| WDA011 | 267,133 | 4,548,568 | 0 | 0.23 | 0.03 | ||||||
| WDA012 | 267,134 | 4,548,572 | 0 | 0.13 | 0.006 | ||||||
| WDA013 | 267,134 | 4,548,573 | 0 | 0.12 | 0.009 | ||||||
| WDA014 | 267,134 | 4,548,575 | 4.42 | 11.8 | 1.035 | ||||||
| WDA015 | 267,055 | 4,548,432 | 0 | 0.73 | 0.004 | ||||||
| WDA016 | 267,270 | 4,548,432 | 2.83 | 14.35 | 0.9 | ||||||
| WDA017 | 267,270 | 4,548,430 | 4.52 | 49.3 | 2.63 | ||||||
| WDA018 | 267,088 | 4,548,315 | 0.03 | 0.11 | 0.067 | ||||||
| WDA019 | 266,962 | 4,548,443 | 0.51 | 36.5 | 2.54 | ||||||
| WDA020 | 267,050 | 4,548,572 | 0 | 0.51 | 0.01 | ||||||
| WDA021 | 267,050 | 4,548,571 | 0 | 0.27 | 0.01 | ||||||
| WDA022 | 269,680 | 4,548,249 | 0.19 | 23.3 | 6.33 | ||||||
| WD031 | 269,502 | 4,552,326 | 0.03 | 40 | 18,200 | 30 | 384 | 9.56 | 4.18 | 7.59 | 0.46 |
| WD032 | 269,122 | 4,552,924 | 0.01 | 3.13 | 18,700 | 374 | 351 | 2.32 | 64.2 | 34.1 | 15.5 |
| WD033 | 269,122 | 4,552,924 | 0.01 | 1.21 | 5,060 | 138 | 280 | 2.26 | 37.8 | 3.11 | 2.66 |
| WD034 | 269,062 | 4,552,764 | 0 | 3.28 | 22,900 | 337 | 40 | 3.15 | 7.31 | 3.4 | 0.53 |
| WD035 | 269,062 | 4,552,764 | 0.01 | 5.96 | 8,650 | 6880 | 862 | 9.42 | 19.5 | 6.97 | 5.97 |
| WD036* | 269,062 | 4,552,764 | 0.03 | 1495 | 50,900 | >10,000 | 121 | 26.2 | 231 | 381 | 3.7 |
| WD037 | 269,903 | 4,551,745 | 0.1 | 8.22 | 131 | 736 | 184 | 5.75 | 125 | 146.5 | 3.37 |
| WD038 | 269,903 | 4,551,745 | 0.07 | 6.76 | 480 | 128.5 | 99 | 4.09 | 111 | 17.25 | 2.45 |
| WD039 | 269,894 | 4,551,691 | 0.01 | 8.82 | 116 | 1020 | 82 | 2.5 | 1.42 | 15.65 | 36.2 |
| WD040 | 269,894 | 4,551,691 | 1.03 | 7.12 | 22 | 70.9 | 580 | 20.9 | 43.3 | 5.44 | 61.6 |
| WD041 | 269,894 | 4,551,691 | 0.06 | 4.4 | 10,100 | 124.5 | 270 | 3.55 | 7.55 | 1.87 | 33.3 |
| WD042 | 269,894 | 4,551,691 | 0.32 | 13.9 | 10,850 | 34.8 | 375 | 4.57 | 6.67 | 17.05 | 37.5 |
| WD043 | 268,611 | 4,554,928 | 0 | 0.18 | 13,400 | 43.8 | 9 | 48.9 | 0.11 | 0.1 | 2.34 |
| WD044 | 268,477 | 4,555,275 | 0 | 0.13 | 29,900 | 16.5 | 22 | 206 | 0.11 | 0.09 | 1130 |
| WD045 | 268,477 | 4,555,275 | 0 | 0.17 | 3.1 | 8.9 | 14 | 11.85 | 0.07 | 0.05 | 6.77 |
| WD046 | 268,477 | 4,555,275 | 0 | 0.1 | 4.4 | 25.3 | 23 | 261 | 0.05 | 0.04 | 960 |
| WD047 | 268,768 | 4,550,986 | 0.26 | 16.3 | 89.1 | 118 | 334 | 3.54 | 119.5 | 104 | 42.2 |
| WD048 | 267,269 | 4,548,397 | 0.94 | 13.5 | 218 | 22.3 | 60 | 1.64 | 0.36 | 2.79 | 5.01 |
| WD049 | 267,269 | 4,548,397 | 4.7 | 22.8 | 3 | 14.5 | 26 | 0.22 | 0.35 | 4.95 | 1.03 |
| WD050 | 267,269 | 4,548,397 | 6.92 | 33.8 | 6.7 | 31.4 | 51 | 1.36 | 0.62 | 9.48 | 3.37 |
| WD061 | 270,830 | 4,552,003 | 0 | 0.02 | 237 | 1.9 | 3 | 0.55 | 0.57 | 0.02 | 0.48 |
| WD062 | 270,521 | 4,551,642 | 0 | 0.01 | 22.9 | 5 | 13 | 0.41 | 2.97 | 0.02 | 3.73 |
| WD063 | 270,479 | 4,551,093 | 0 | 0.02 | 11 | 3.7 | 34 | 0.53 | 0.17 | 0.01 | 0.36 |

| Sample | Easting | Northing | Au g/t | Ag g/t | Cu % | Pb ppm | Zn ppm | Mo ppm | Sb ppm | Te ppm | W ppm |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WD064 | 268,408 | 4,555,311 | 0 | 0.13 | 13,700 | 1.6 | 47 | 596 | 0.15 | 0.02 | 1220 |
| WD065 | 267,282 | 4,555,466 | 0 | 0 | 3 | 6.9 | 16 | 2.63 | 8.17 | 0.01 | 24.4 |
| WD066 | 267,282 | 4,555,466 | 0 | 0.01 | 6.7 | 7.9 | 29 | 9.7 | 2.95 | 0.01 | 80.8 |
| WD067 | 266,996 | 4,555,082 | 0.06 | 0.71 | 237 | 72.7 | 170 | 10.1 | 70.5 | 0.08 | 15.9 |
| WD068 | 266,996 | 4,555,082 | 0 | 0.35 | 22.9 | 3.5 | 22 | 0.9 | 4.63 | 0.01 | 3.01 |
| WD069 | 266,995 | 4,555,158 | 0 | 0.12 | 11 | 2.8 | 66 | 3.03 | 11.15 | 0 | 21.5 |
| WD070 | 267,269 | 4,548,398 | 2.3 | 20 | 13,700 | 38.8 | 126 | 0.73 | 1.32 | 6.45 | 10.85 |
Note: Coordinates UTM Easting and Northing NAD83 Zone 11
Sample WD036 exceeded >20% Pb on re-analysis (upper analysis limit)
Appendix C King Solomon Mine historical drilling
collars
| Drill hole ID | Type | Easting | Northing | RL | Total depth (m) | Azimuth | Dip |
|---|---|---|---|---|---|---|---|
| KS90-01 | RC | 264,360 | 5,013,269 | 2445 | 152.4 | 55 | -60 |
| KS90-02 | RC | 264,464 | 5,013,240 | 2423 | 152.4 | 270 | -60 |
| KS90-03 | RC | 264,619 | 5,013,373 | 2429 | 157.0 | 215 | -60 |
| KS90-04 | RC | 264,526 | 5,013,232 | 2411 | 152.4 | 220 | -60 |
| KS90-05 | RC | 264,518 | 5,013,140 | 2387 | 152.4 | 240 | -60 |
| KS90-06 | RC | 264,572 | 5,013,000 | 2323 | 129.5 | 230 | -60 |
| KS90-07 | RC | 264,623 | 5,012,957 | 2292 | 99.1 | 25 | -60 |
| KS92-07 | RC | 264,623 | 5,012,957 | 2292 | 167.6 | 228 | -54 |
| KS92-08 | RC | 264,619 | 5,013,059 | 2332 | 144.8 | 229 | -53 |
| KS92-09 | RC | 264,684 | 5,013,106 | 2326 | 182.9 | 300 | -44 |
| KS92-10 | RC | 264,551 | 5,012,918 | 2295 | 140.2 | 300 | -45 |
| KS92-11 | RC | 264,491 | 5,012,908 | 2307 | 182.9 | 300 | -43 |
| KS92-12 | RC | 264,550 | 5,013,077 | 2356 | 182.9 | 300 | -44 |
| KS92-13 | RC | 264,686 | 5,013,235 | 2374 | 167.6 | 300 | -45 |
| KS92-14 | RC | 264,539 | 5,013,141 | 2384 | 167.6 | 300 | -45 |
| KS92-15 | RC | 264,397 | 5,013,106 | 2396 | 167.6 | 300 | -45 |
| KS92-16 | RC | 264,360 | 5,013,269 | 2445 | 106.7 | 300 | -45 |
| KS90-17 | RC | 264,565 | 5,013,336 | 2426 | 137.2 | 300 | -45 |
Note: Coordinates UTM Easting and Northing NAD83 Zone 11.
Appendix D Lone Pine and King Solomon rock sample
results
| Sample ID | Latitude | Longitude | Au g/t | Ag g/t | As_ppm | Bi_ppm | Co_ppm | Cu_ppm | Pb_ppm |
|---|---|---|---|---|---|---|---|---|---|
| LP017 | 45.2372 | -114.0044 | 59.3 | N/A | N/A | N/A | N/A | N/A | N/A |
| LP022 | 45.2386 | -114.0009 | <0.01 | 0.3 | 3.4 | 0.1 | 0.8 | 6.6 | 24.2 |
| LP023 | 45.2346 | -114.0068 | <0.01 | 0.16 | 0.9 | 0.22 | 0.6 | 2.3 | 5.2 |
| LP024 | 45.2339 | -114.0073 | <0.01 | 0.08 | 0.9 | 0.07 | 0.6 | 2.1 | 4.8 |
| LP025 | 45.2356 | -114.0084 | <0.01 | 0.15 | 0.7 | 2.12 | 1 | 6.1 | 6 |
| LP026 | 45.2371 | -114.0058 | <0.01 | 0.16 | 0.8 | 0.45 | 1 | 3.3 | 5.5 |
| LP027 | 45.2521 | -113.9595 | <0.01 | 0.04 | 3.2 | 0.02 | 7.9 | 3.2 | 3.6 |
| LP028 | 45.2521 | -113.9594 | <0.01 | 0.01 | 0.7 | 0.03 | 3.7 | 1.5 | 5.5 |
| LP029 | 45.2504 | -113.9761 | <0.01 | 0.02 | 0.4 | 0.02 | 0.4 | 0.4 | 1.6 |
| LP030 | 45.2622 | -113.9653 | 0.03 | 0.26 | 1.8 | 4.3 | 2.6 | 66.2 | 6.9 |
| LP031 | 45.2625 | -113.9698 | <0.01 | 0.02 | 1.1 | 0.07 | 1.6 | 2 | 3.5 |
| LP032 | 45.2517 | -113.9756 | <0.01 | 0.14 | 0.7 | 0.46 | 2.5 | 0.9 | 5.3 |
| LP033 | 45.2516 | -113.9759 | <0.01 | 0.18 | 1.3 | 0.04 | 6.7 | 14.5 | 35.9 |
| LP034 | 45.2515 | -113.9764 | <0.01 | 0.02 | 0.5 | 0.02 | 2.9 | <0.2 | 2.2 |
| LP038 | 45.2510 | -113.9786 | <0.01 | 0.01 | 0.8 | 0.37 | 6 | 0.2 | 2.7 |
| LP039 | 45.2509 | -113.9810 | <0.01 | 0.02 | 0.1 | 0.35 | 1.4 | 0.7 | 2.3 |
| LP040 | 45.2515 | -113.9825 | <0.01 | 0.02 | 0.3 | 0.14 | 3.6 | 1.1 | 2.4 |
Independent Technical Assessment Report
| Sample ID | Latitude | Longitude | Au g/t | Ag g/t | As_ppm | Bi_ppm | Co_ppm | Cu_ppm | Pb_ppm |
|---|---|---|---|---|---|---|---|---|---|
| LP041 | 45.2461 | -113.9792 | 0.37 | 0.08 | 1.2 | 0.14 | 3.3 | 34.3 | 7.5 |
| LP042 | 45.2465 | -113.9773 | <0.01 | 0.02 | 0.6 | 0.06 | 1.7 | 0.7 | 3.8 |
| LP043 | 45.2461 | -113.9756 | <0.01 | 0.31 | 4.8 | 0.04 | 14 | 32.2 | 373 |
| LP044 | 45.2461 | -113.9756 | <0.01 | 0.01 | 0.5 | 0.04 | 5.2 | <0.2 | 5.1 |
| LP045 | 45.2460 | -113.9754 | 0.98 | 2.93 | 36.1 | 1.47 | 1.8 | 108 | 1035 |
| LP046 | 45.2292 | -114.0086 | <0.01 | 0.02 | 1 | 0.34 | 2 | 2.1 | 11 |
| LP047 | 45.2295 | -114.0086 | <0.01 | 0.02 | 0.7 | 0.06 | 0.7 | 0.7 | 5.1 |
| LP048 | 45.2295 | -114.0086 | <0.01 | 0.03 | 0.6 | 0.03 | 0.5 | 1.1 | 19.5 |
| LP049 | 45.2267 | -114.0083 | <0.01 | 0.04 | 1 | 0.18 | 0.4 | 4.4 | 4.7 |
| LP050 | 45.2324 | -114.0088 | <0.01 | 0.01 | 0.8 | 0.37 | 25.9 | 68.6 | 4.5 |
| LP051 | 45.2324 | -114.0088 | <0.01 | 0.25 | 1.1 | 1.37 | 3.7 | 10.7 | 31.5 |
| LP052 | 45.2324 | -114.0088 | <0.01 | 0.03 | 0.8 | 0.68 | 1.4 | 3.4 | 12.5 |
| LP053 | 45.2377 | -114.0176 | 0.02 | 0.07 | 0.8 | 0.05 | 0.8 | 2.7 | 2.3 |
| LP054 | 45.2377 | -114.0176 | 0.01 | 0.06 | 3.7 | 0.12 | 2.9 | 5.4 | 4.2 |
| LP055 | 45.2377 | -114.0176 | 0.03 | 0.21 | 1.2 | 0.12 | 2.5 | 5.2 | 8.9 |
| LP056 | 45.2382 | -114.0173 | 22.1 | 5.6 | 7 | 11.4 | 90.7 | 19 | 393 |
| LP057 | 45.2382 | -114.0173 | 0.01 | 0.05 | 1.7 | 0.85 | 0.7 | 38.1 | 7.7 |
| LP058 | 45.2378 | -114.0178 | 0.01 | 1.85 | 10.2 | 0.05 | 48.6 | 151.5 | 75.9 |
| LP059 | 45.2380 | -114.0183 | 0.04 | 2.69 | 33.9 | 1.73 | 0.6 | 78.4 | 353 |
| LP060 | 45.2320 | -114.0247 | <0.01 | 0.04 | 2 | 0.24 | 2.7 | 36.8 | 6.6 |
| LP061 LP062 |
45.2307 45.2307 |
-114.0240 -114.0240 |
3.22 0.08 |
1.61 0.45 |
33.2 40.7 |
24 6.73 |
24.9 68.4 |
64 43.3 |
127.5 77.7 |
| LP063 | 45.2307 | -114.0240 | <0.01 | 0.22 | 11.9 | 0.14 | 2.1 | 17.4 | 16.1 |
| LP064 | 45.2304 | -114.0279 | 0.14 | 0.37 | 7.7 | 12.3 | 3.9 | 9.1 | 55.4 |
| LP065 | 45.2304 | -114.0279 | 0.01 | 0.09 | 4.8 | 1.48 | 2 | 4.4 | 15.8 |
| LP066 | 45.2203 | -114.0354 | <0.01 | 0.48 | 1.4 | 0.05 | 1.7 | 6 | 7.7 |
| LP067 | 45.2203 | -114.0354 | 0.01 | 0.38 | 2.1 | 0.05 | 1.7 | 8.8 | 38.8 |
| LP068 | 45.2203 | -114.0354 | <0.01 | 0.64 | 1.3 | 0.25 | 17.7 | 18.6 | 8.8 |
| LP069 | 45.2199 | -114.0356 | <0.01 | 0.01 | 0.6 | 0.04 | 1.6 | 2.9 | 2.5 |
| LP070 | 45.2346 | -114.0033 | 0.01 | 0.33 | 1.8 | 0.09 | 3.6 | 9.8 | 17.7 |
| LP071 | 45.2346 | -114.0033 | 15.7 | 2.09 | 4.2 | 19.65 | 21.1 | 15 | 92.7 |
| LP072 | 45.2346 | -114.0033 | 11.15 | 2.46 | 4.2 | 29 | 62.5 | 35 | 227 |
| LP073 | 45.2181 | -114.0136 | 0.01 | 0.01 | 10.6 | 2.5 | 2.9 | 6.1 | 3.5 |
| LP074 | 45.2171 | -114.0095 | 0.01 | 0.01 | 0.3 | 0.08 | 0.6 | 0.7 | 1.8 |
| LP075 | 45.2169 | -114.0093 | <0.01 | 0.02 | 0.5 | 0.14 | 0.2 | 0.8 | 4.6 |
| LPGK20001 | 45.2383 | -114.0074 | 0.1 | 2.52 | 0.3 | 5.69 | 0.2 | 9.4 | 204 |
| LPGK20002 | 45.2373 | -114.0088 | 13.95 | 4.54 | 1.3 | 45.1 | 0.6 | 50.7 | 82.2 |
| LPGK20003 | 45.2367 | -114.0102 | <0.01 | 0.07 | 1.1 | 0.18 | 4 | 13.5 | 17.6 |
| LPGK20004 | 45.2366 | -114.0103 | 0.01 | 0.06 | 1.1 | 0.19 | 5.9 | 7.6 | 4.4 |
| LPGK20005 | 45.2366 | -114.0101 | <0.01 | 0.04 | 1.8 | 0.17 | 11.9 | 8.5 | 3.8 |
| LP076 | 45.2267 | -114.0372 | <0.01 | 0.02 | 4 | 0.19 | 2.7 | 3.1 | 4 |
| LP077 | 45.2268 | -114.0141 | <0.01 | 0.03 | 1 | 0.29 | 0.5 | 9.8 | 2.7 |
| LP078 | 45.2326 | -114.0120 | 0.02 | 0.21 | 18.4 | 0.39 | 3.8 | 139.5 | 27.6 |
| LP079 | 45.2327 | -114.0121 | <0.01 | 0.03 | 3.2 | 0.16 | 1.4 | 24.6 | 7.8 |
| LP080 | 45.2327 | -114.0121 | 0.01 | 0.37 | 4.7 | 200 | 7.4 | 57.1 | 18 |
| LP081 LP082 |
45.2334 45.2359 |
-114.0096 -113.9525 |
<0.01 6.3 |
0.01 3.03 |
0.7 18.3 |
0.87 37.3 |
1.1 82.2 |
3.3 9.9 |
4.2 190 |
| LP083 | 45.2359 | -113.9525 | 0.01 | 0.04 | 2.5 | 0.91 | 4.8 | 2.9 | 21.9 |
| LP084 | 45.2359 | -113.9525 | 0.05 | 0.17 | 25.7 | 15.7 | 80.9 | 10 | 130.5 |
| LP085 | 45.2287 | -113.9677 | 0.01 | 0.24 | 4.2 | 0.21 | 5.1 | 1.2 | 129.5 |
| LP086 | 45.2297 | -113.9734 | <0.01 | 0.01 | 1.8 | 0.07 | 7.1 | 9 | 1.2 |
| LP087 | 45.2189 | -113.9646 | <0.01 | 0.42 | 6.3 | 0.63 | 13 | 132 | 2.9 |
| LP088 | 45.2371 | -113.9800 | <0.01 | 0.01 | 0.9 | 0.06 | 1.4 | 1.2 | 2.3 |
| LP089 | 45.2273 | -113.9542 | 0.01 | 0.22 | 3.8 | 0.26 | 5.1 | 3 | 10.3 |
| LP090 | 45.2273 | -113.9542 | 1.59 | 0.33 | 4.4 | 2.67 | 15.1 | 11.1 | 320 |
| LP091 | 45.2273 | -113.9542 | <0.01 | 0.03 | 0.9 | 1.4 | 1.1 | 2.7 | 17.2 |
| LP092 | 45.2172 | -113.9457 | <0.01 | 0.08 | 1.3 | 0.09 | 2.5 | 11.7 | 77.4 |
| LP093 | 45.2172 | -113.9457 | 8.15 | 8.25 | 9.2 | 15.15 | 4 | 387 | 1425 |
| LP094 | 45.2172 | -113.9457 | 0.01 | 0.63 | 10.2 | 0.11 | 2.2 | 129 | 626 |
| LP095 | 45.2172 | -113.9457 | 0.03 | 1.66 | 38.1 | 0.88 | 13.9 | 961 | 1135 |
| LP096 | 45.2172 | -113.9457 | 1.38 | 1.63 | 31.4 | 2.14 | 11.2 | 710 | 5190 |
| LP097 | 45.2172 | -113.9457 | 19.9 | 6.6 | 16.9 | 11.95 | 7.5 | 703 | 3400 |
Independent Technical Assessment Report
| Sample ID | Latitude | Longitude | Au g/t | Ag g/t | As_ppm | Bi_ppm | Co_ppm | Cu_ppm | Pb_ppm |
|---|---|---|---|---|---|---|---|---|---|
| LP098 | 45.2172 | -113.9457 | 0.05 | 0.02 | 0.8 | 0.06 | 1 | 6.5 | 14.4 |
| LP099 | 45.2342 | -114.0007 | <0.01 | 0.4 | 1.2 | 1.83 | 1.6 | 9.9 | 14.7 |
| LP100 | 45.2342 | -114.0007 | 2.15 | 0.98 | 0.6 | 169 | 2.8 | 20.1 | 43.2 |
| LP101 | 45.2342 | -114.0007 | <0.01 | 0.11 | 1.3 | 0.65 | 1.8 | 3.7 | 8.8 |
| LP104 | 45.2313 | -113.9980 | 0.54 | 0.28 | 7.5 | 2.8 | 3.4 | 20.7 | 8.7 |
| LP105 | 45.2317 | -114.0113 | <0.01 | 0.03 | 1 | 4.37 | 0.3 | 3.1 | 4.7 |
| LP106 | 45.2322 | -114.0117 | <0.01 | 0.11 | 1.1 | 0.34 | 3.3 | 4.3 | 10.8 |
| LP107 | 45.2322 | -114.0117 | 0.01 | 0.45 | 16.8 | 10.35 | 20 | 60.7 | 77 |
| LP108 | 45.2325 | -114.0123 | 0.01 | 0.35 | 7.5 | 0.5 | 4.9 | 54.7 | 11.7 |
| LP109 | 45.2325 | -114.0123 | <0.01 | 0.15 | 5.5 | 0.73 | 1.7 | 35.9 | 9.4 |
| LP110 | 45.2325 | -114.0123 | <0.01 | 0.07 | 1 | 3.9 | 3.9 | 11.2 | 49.1 |
| LP111 | 45.2325 | -114.0123 | <0.01 | 0.02 | 0.9 | 0.2 | 2.2 | 5.4 | 6.6 |
| LP112 | 45.2138 | -113.9876 | 0.02 | 0.4 | 3.5 | 0.51 | 9.3 | 20.5 | 687 |
| LP113 | 45.2138 | -113.9876 | 24.7 | 28.1 | 9.6 | 0.56 | 1.6 | 59 | 1985 |
| LP114 | 45.2138 | -113.9876 | 19.6 | 12.25 | 14.3 | 0.66 | 7.6 | 41.6 | 1605 |
| LP115 | 45.2138 | -113.9876 | 3.09 | 45.5 | 1.3 | 8.38 | 0.2 | 24.9 | 36100 |
| LP116 | 45.2137 | -113.9866 | 0.31 | 1.32 | 1.3 | 0.02 | 6.3 | 12.1 | 309 |
| LP117 | 45.2137 | -113.9866 | 0.01 | 1.03 | 44.9 | 0.03 | 1.3 | 0.8 | 78.6 |
| LP118 | 45.2137 | -113.9866 | 0.01 | 0.16 | 0.9 | 0.03 | 4.1 | 4.6 | 14.4 |
| KS20001 | 45.2313 | -113.9907 | 0.03 | 0.07 | 3.5 | 25.3 | 3 | 51.2 | 16.1 |
| KS20002 | 45.2327 | -113.9975 | <0.01 | 0.03 | 0.9 | 0.33 | 0.6 | 13.1 | 4.5 |
| KS20003 | 45.2323 | -113.9993 | 0.02 | 0.11 | 2.8 | 8.41 | 7.6 | 178.5 | 9.3 |
| KS20004 | 45.2323 | -113.9993 | <0.01 | 0.07 | 1.4 | 0.57 | 2.2 | 10.5 | 34.5 |
| KS20005 KS20006 |
45.2325 45.2320 |
-113.9990 -113.9999 |
<0.01 0.02 |
0.04 0.12 |
0.8 1.4 |
0.33 0.12 |
0.8 1.5 |
6 11.7 |
12.8 39.9 |
| KS20007 | 45.2331 | -113.9983 | <0.01 | 0.03 | 0.9 | 0.11 | 0.5 | 7.4 | 5.3 |
| KS20008 | 45.2334 | -113.9981 | 0.23 | 0.13 | 2.9 | 0.63 | 4.2 | 27.9 | 13 |
| KS20009 | 45.2333 | -113.9981 | <0.01 | 0.1 | 1.5 | 0.33 | 1.7 | 13.8 | 11 |
| KS20010 | 45.2338 | -113.9980 | <0.01 | 0.41 | 1.4 | 3.71 | 1.4 | 24 | 41 |
| KS20011 | 45.2339 | -113.9980 | 0.01 | 0.28 | 3.2 | 3.74 | 4.6 | 32.7 | 104 |
| KS20012 | 45.2331 | -113.9963 | <0.01 | 0.86 | 0.5 | 0.94 | 0.7 | 3.9 | 23.2 |
| KS20013 | 45.2331 | -113.9963 | 0.01 | 1.33 | 2.5 | 0.07 | 3.2 | 25 | 36.3 |
| KS20014 | 45.2328 | -113.9972 | 1.02 | 10.1 | 3.6 | 45.3 | 33.1 | 16.1 | 61.9 |
| KS20015 | 45.2337 | -113.9989 | 13.55 | 5.04 | 9.1 | 259 | 146.5 | 153.5 | 241 |
| KS20016 | 45.2332 | -114.0003 | 0.01 | 0.16 | 31.9 | 1.97 | 15.4 | 410 | 43.3 |
| KS20017 | 45.2332 | -114.0003 | 0.07 | 0.29 | 59.3 | 3.3 | 173.5 | 1225 | 84.7 |
| KS20018 | 45.2332 | -114.0003 | 69.5 | 10.7 | 21.5 | 11.45 | 343 | 248 | 241 |
| KS20019 | 45.2324 | -114.0004 | 0.03 | 0.1 | 0.9 | 0.12 | 1.9 | 5 | 7.8 |
| KS20020 | 45.2321 | -113.9941 | <0.01 | 0.01 | 0.7 | 0.17 | 17.2 | 72.4 | 2.9 |
| KS20021 | 45.2317 | -113.9964 | 0.09 | 0.39 | 0.7 | 0.87 | 4.8 | 10.3 | 59.4 |
| KS20022 | 45.2317 | -113.9964 | 0.01 | 0.26 | 0.4 | 0.99 | 4.9 | 4.1 | 27 |
| KS20023 | 45.2317 | -113.9964 | 0.06 | 0.2 | 1.2 | 10.4 | 18.8 | 7.3 | 8.8 |
| KS20024 | 45.2317 | -113.9964 | 0.03 | 0.54 | 1.2 | 1.85 | 4.2 | 55.5 | 14.1 |
| KS20025 | 45.2317 | -113.9964 | 0.04 | 0.06 | 4 | 0.55 | 1.9 | 43.1 | 2.3 |
| KS20026 | 45.2313 | -113.9907 | 0.19 | 1.26 | 1.5 | 12.15 | 0.4 | 2.5 | 6.4 |
| KS20027 | 45.2315 | -113.9971 | 0.03 | 0.08 | 4.4 | 0.04 | 1.1 | 31.1 | 1.2 |
| KS20028 | 45.2315 | -113.9971 | 0.03 | 0.02 | 1.8 | 0.04 | 1.1 | 27.1 | 1.8 |
| KS20029 | 45.2310 | -113.9985 | 4.7 | 2.24 | 1.6 | 16.1 | 7 | 5.1 | 9.6 |
| KS20030 KS20031 |
45.2310 45.2310 |
-113.9985 -113.9985 |
<0.01 0.01 |
0.21 0.44 |
1.6 1 |
1.05 0.24 |
10.6 5.2 |
57.8 16.9 |
6.7 31.9 |
| KS20032 | 45.2310 | -113.9984 | 92.7 | 34.8 | 7.6 | 389 | 211 | 68.8 | 396 |
| KS20033 | 45.2310 | -113.9984 | 0.05 | 0.07 | 0.7 | 1.04 | 3.7 | 3.5 | 4.1 |

Appendix E JORC Code Table 1 –Devil's Canyon Project
SECTION 1 SAMPLING TECHNIQUES AND DATA
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Sampling techniques |
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. |
• A total of 66 rock reconnaissance geochemical samples were collected as grab samples from historically existing mining and exploration workings. This includes samples from sites such as mine dumps, prospect pits and trenches and adjacent mineralised outcrop or subcrop/float. Equipment used was predominately a handheld hammer for the collection of rock fragments. • All field exploration work was completed by Harrison Land Services LLC, a Utah based company. • The samples are for reconnaissance purposes and no measures have been taken to ensure sample representivity. |
| 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. |
||
| 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.). |
• No drilling has been completed by the Company. |
| Drill sample recovery |
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. |
• No drilling has been completed by the Company. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
||
| Logging | Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography. The total length and percentage of the relevant |
• No drilling has been completed by the Company. |
| Sub-sampling techniques and |
intersections logged. If core, whether cut or sawn and whether quarter, half or all core taken. |
• Grab samples were placed directly into calico bags at the site location from which they were collected. • No repeat or check samples have yet been submitted for analysis. |
| sample preparation |
If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry. |
• Each sample was weighed at the preparation laboratory and the weights recorded along with the analytical results. • No specific quality control procedure has been adopted for the collection of samples. |
| For all sample types, the nature, quality and appropriateness of the sample preparation technique. |
• Samples were shipped to ALS Global laboratories in Reno, Nevada for drying, pulverising, and splitting to prepare a pulp of approximately 200 g which was then shipped to ALS Global laboratories in Vancouver, Canada for analytical determinations. • The samples are for reconnaissance purposes and no measures to ensure that the sub-sampling is representative of |
|
| Quality control procedures adopted for all sub sampling stages to maximise representivity of samples. |
the sample sizes are appropriate have been undertaken at this stage. | |
| 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. |
||
| Quality of assay data and laboratory tests |
The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. |
• For the rock samples, assays were prepared and performed by ALS Global - Geochemistry Analytical Labs in Reno, Nevada USA and Vancouver, BC Canada using a four acid digestion method with an ICP-MS finish for a suite of elements (Method ME_MS41- AR-ICP-MS). Average rock samples weight was 2.2 kg within range of 0.9 to 3.6 kg. |
| For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make |
Gold was assayed using Fire Assay technique on a 30 g charge (Method Au-AA25). Samples were pulverised to minus 75 microns before a split was sent to ALS Vancouver laboratory for analysis. This is typically an accepted industry analytical process appropriate for the nature and style of mineralisation under investigation, but no confirmatory |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
work has been completed at this early stage of exploration. • No Company generated standards or blanks were incorporated into the sampling procedure. • ALS undertook their own internal checks and blanks. • Multi-element analysis included 51 elements (major and minor - Method Au-ME-TL43.). Only elements of exploration interest have been reported in the report text. |
|
| Verification of sampling and |
The verification of significant intersections by either independent or alternative company personnel. |
• No drilling has been completed. • Results of rock grab samples were checked and reviewed by the Project Geologist and consultant. Assay data was |
| assaying | The use of twinned holes. | supplied electronically by the laboratory and incorporated into a digital database. ALS reports gold in ppm which was |
| Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. |
converted to ppb in the Company database. • Interpretation of multi-element data is ongoing. |
|
| Discuss any adjustment to assay data. | ||
| Location of data points |
Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. |
• Location of samples were recorded by a handheld GPS. The GPS recorded locations used the NAD83 datum UTM Zone 11. Accuracy is limited to approximately 3 m. • Topographic control has not been applied at this early stage. |
| Specification of the grid system used. | ||
| Quality and adequacy of topographic control. | ||
| Data spacing and | Data spacing for reporting of Exploration Results. | • Rock samples were collected randomly at previously known mining and prospect sites. The data is primarily an initial |
| distribution | Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied |
exploration reconnaissance sampling programme. Sample locations are variable and based on field observations. |
| Whether sample compositing has been applied. | ||
| Orientation of data in relation to geological |
Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which known, considering the deposit type. |
• The data is from an initial exploration reconnaissance (point) sampling programme and is useful for identifying broad geological trends. Orientation of geological structures has not been considered for point (rock) sampling at this early stage of exploration. |
| structure | 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. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Sample security | The measures taken to ensure sample security. | • Contractor personnel collected the samples and transported them to the assay laboratory in Reno, Nevada. No further security measures were warranted at this early stage of assessment. |
| Audits or reviews | The results of any audits or reviews of sampling techniques and data. |
• No external audit has been completed at this early stage of assessment. |
SECTION 2 REPORTING OF EXPLORATION RESULTS
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Mineral tenement and land tenure status |
Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. |
• The project is located on unpatented Federal mining claims in Nevada, USA. The project consists of 90 Claims on US Bureau of Land Management (BLM) administered land covering approximately 7.28 km2. • There are no known impediments in completing further exploration. |
| 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. |
||
| Exploration done by other parties |
Acknowledgment and appraisal of exploration by other parties. |
• There is evidence of some historical mining and exploration activity within the project area. Limited modern day exploration techniques and methods appear to have been conducted. • Previous owners, ASARCO drilled 13 inclined reverse circulation holes in 1980s. Limited data is available and includes incomplete assay results and limited drill data other than collar and direction information and is not reported due to its inherent uncertainty. • In 2019, a previous owner collected 17 rock samples from various localities within the central portion of the project which contained anomalous Au, Ag, Cu and Mo. |
| Geology | Deposit type, geological setting and style of mineralisation. |
• The project area lies within a structurally controlled Basin and Range type mountain range, dominated by Palaeozoic clastic and chemical sediments. Late granitoid intrusives are known to occur adjacent to the project area. Carlin-style replacement type mineralisation occurs along structural corridors in reactive sedimentary host rocks. |
| Drillhole Information |
• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole |
• No drilling has been completed. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| length. | ||
| Data aggregation methods |
• 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. |
• The assay results are based on early stage rock geochemical sample assays. No data aggregation methods, weighting of results or top cuts have been applied. All elements are in ppm or % as reported. |
| Relationship between mineralisation widths and intercept lengths |
If the geometry of the mineralisation with respect • to the drillhole 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'). |
• No drilling has been completed by the Company. |
| Diagrams | Appropriate maps and sections (with scales) and • tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. |
• Included in main report. |
| Balanced reporting | • Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. |
• Results have been reported for all the main elements targeted as displayed in Appendix A for rock sampling. Interpretation of other elements included in the assay method is ongoing. |
| Other substantive exploration data |
• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances. |
• Disclosed in main report. |
| Further work | The nature and scale of planned further work (e.g. • tests for lateral extensions or depth extensions or |
• Future work plans are disclosed in the main report. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| large-scale step-out drilling). |
Appendix F JORC Code Table 1 –Western Desert Project
SECTION 1 SAMPLING TECHNIQUES AND DATA
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Sampling techniques |
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. |
• A total of 60 rock, 34 soil and 289 stream sediment reconnaissance geochemical samples were collected. Rock samples were collected as grab samples from historically existing mining and exploration workings. This includes samples from sites such as mine dumps, prospect pits and trenches and adjacent mineralised outcrop or subcrop/float. Equipment used was predominately a handheld hammer for the collection of rock fragments. • Soil samples were collected using -2.0 mm sieve from material excavated 15 to 20 cm below surface. Approximately 300 to 400 g of material was collected. A GPS was used to locate samples on a pre-defined grid (100 by 150 m). • Stream samples were collected as sieved samples from base of bedload in defined drainages. Approximately 300 to 400 g of material was collected at each site. Locations were determined via handheld GPS. • All field exploration work was completed by Harrison Land Services LLC, a Utah based company. • No reference to measures were taken to ensure sample representivity. This is considered reasonable given the early stage/reconnaissance nature of the sampling. |
| 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 |
• No drilling completed. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| other type, whether core is oriented and if so, by what method, etc.). |
||
| Drill sample recovery |
Method of recording and assessing core and chip sample recoveries and results assessed. |
• No drilling completed. |
| 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. |
||
| Logging | Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. |
• No drilling completed. |
| Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography. |
||
| The total length and percentage of the relevant intersections logged. |
||
| Sub-sampling techniques and |
If core, whether cut or sawn and whether quarter, half or all core taken. |
• Rock grab samples were placed directly into calico bags at the site location from which they were collected, and the soil and steam samples were placed into pre-labelled plastic geochem bags. No repeat or check samples have yet |
| sample preparation |
If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry. |
been submitted for analysis. Each sample was weighed at the preparation laboratory and the weights recorded along with the analytical results. No specific quality control procedure has been adopted for the collection of samples. |
| For all sample types, the nature, quality and appropriateness of the sample preparation technique. |
Samples were shipped to ALS Global laboratories in Reno, Nevada for drying, pulverising and splitting to prepare a pulp of approximately 200 g which was then shipped to ALS Global laboratories in Vancouver, Canada for analytical determinations. |
|
| 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. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Whether sample sizes are appropriate to the grain size of the material being sampled. |
||
| Quality of assay data and laboratory tests |
The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in |
• Assays were prepared and performed by ALS Global – Geochemistry Analytical Labs in Reno, Nevada USA and Vancouver, BC Canada using a four acid digestion method with an ICP-MS finish for a suite of elements (Method ME_MS41- AR-ICP-MS). Average rock sample weight was 2.2 kg with range of 0.9 to 3.6 kg. • Gold was assayed using Fire Assay technique on 30 g charge (Method Au-AA25). Samples were pulverised to minus 75 microns before a split was sent to ALS Vancouver laboratory for analysis. This is an accepted industry analytical |
| determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. |
process appropriate for the nature and style of mineralisation under investigation. • No Company generated standards or blanks were incorporated into the sampling procedure. ALS undertook their own internal checks and blanks. |
|
| • Multi-element analysis included 51 elements (major and minor Nature of quality control procedures adopted (e.g. interest have been reported in text. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established. |
- Method Au-ME-TL43.). Only elements of exploration |
|
| Verification of sampling and |
The verification of significant intersections by either independent or alternative company personnel. |
• Results were checked and reviewed by the Project Geologist and consultant. Assay data was supplied electronically by the laboratory and incorporated into a digital database. ALS report Au in ppm which was converted to ppb in the |
| assaying | The use of twinned holes. | Company database for soil and stream samples. |
| Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. |
• Interpretation of multi-element data is ongoing. |
|
| Discuss any adjustment to assay data. | ||
| Location of data points |
Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. |
• Location of samples were recorded by a handheld GPS. The GPS recorded locations used the NAD83 datum UTM Zone 12. Accuracy is limited to approximately 3 m. |
| Specification of the grid system used. | ||
| Quality and adequacy of topographic control. | ||
| Data spacing and | Data spacing for reporting of Exploration Results. | • Rock samples were collected semi-randomly at previously known mining and prospect sites. The data is an initial exploration reconnaissance sampling program. Sample locations are variable and based on field observations. |
| distribution | Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied |
• Soil samples were collected on a 100 by 150 m GPS-located grid over photo-geological targets. • Stream samples were collected from sites identified on satellite imagery. • Data spacing and distribution is insufficient to establish the degree of geological and grade continuity and is not used in Mineral Resource estimation. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Whether sample compositing has been applied. | • No sample compositing was applied. |
|
| Orientation of data in relation to geological structure |
Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. |
• The data is an initial exploration reconnaissance sampling programme and is useful for identifying broad geological trends. |
| 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. |
||
| Sample security | The measures taken to ensure sample security. | • Contractor personnel collected the samples and shipped them to the assay laboratory in Reno, Nevada. No other security measures were employed. |
| Audits or reviews | The results of any audits or reviews of sampling techniques and data. |
• No external audit has been completed. |
SECTION 2 REPORTING OF EXPLORATION RESULTS
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Mineral tenement and land tenure status |
Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area. |
• The project is located on unpatented Federal mining claims in Utah, USA. The Project consists of 257 claims and three km2. Patented State Leases on US Bureau of Land Management (BLM) administered land covering approximately 28.8 |
| Exploration done by other parties |
Acknowledgment and appraisal of exploration by other parties. |
• There is evidence of some historical mining and exploration activity within the project area, but records are not available. Limited modern day exploration techniques and methods appear to have been conducted. • At the historical Copper Blossom workings, evidence of exploration including costeaning was located, although no documentation relating to the work completed can be located, although it is believed to be pre-2000. |
| Geology | Deposit type, geological setting and style of mineralisation. |
• The project area lies within a structurally controlled Basin and Range type mountain range, dominated by Palaeozoic clastic and chemical sedimentary rocks. Late granitoid intrusive rocks are known to occur adjacent to the project. The project is being explored for Carlin-style replacement type mineralisation that may occur along structural corridors in reactive sedimentary host rocks. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Drillhole Information |
• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length. |
• No drilling completed. |
| Data aggregation methods |
• 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. |
• The assay results are based on early stage regional geochemical sample assays. No data aggregation methods, weighting of results or top cuts have been applied. All elements are in ppb, ppm or % as reported. |
| Relationship between mineralisation widths and intercept lengths |
• If the geometry of the mineralisation with respect to the drillhole 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'). |
• No drilling completed. |
| Diagrams | Appropriate maps and sections (with scales) and • tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. |
• Included in main report. |
| Balanced reporting | • Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. |
• Results are provided in Appendix B. Results have been reported for the main elements targeted including Au, Ag, As, Sb, Cu, Pb, Zn. Interpretation of other elements included in the assay method is ongoing. |
| Other substantive exploration data |
• Other exploration data, if meaningful and material, should be reported including (but not |
• Included in main report. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
||
| Further work | The nature and scale of planned further work (e.g. • tests for lateral extensions or depth extensions or large-scale step-out drilling). |
• Included in main report. |
Appendix G JORC Code Table 1 –Lone Pine Project
SECTION 1 SAMPLING TECHNIQUES AND DATA
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Sampling techniques |
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 |
• A total of 11 diamond core drill holes for 677.95 m were completed at Lone Pine by Hawkstone, using both NQ and HQ3 core size. • In holes LPDD01 to LPDD05 inclusive, whole core has been sampled and in holes LPDD06 to 011, ¾ core has been sampled for analysis. The largest sample size possible is used as particulate gold is a characteristic of the mineralised zone and this method is considered appropriate for this type of mineralisation. • All drilling exploration work was completed by Harrison Land Services LLC, a Utah based company. |
| broad meaning of sampling. Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used. |
• A total of 177 rock reconnaissance geochemical samples were collected as grab and channel samples from historically existing mining and exploration workings as well as two newly excavated shallow costeans. This includes samples from sites such as mine dumps, prospect pits and trenches and adjacent mineralised outcrop or subcrop/float. Equipment used was predominately a handheld hammer for the collection of rock fragments. • All field exploration work was completed by Harrison Land Services LLC, a Utah based company. |
|
| 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, |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
||
| 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.). |
• Diamond drill core using NQ or HQ3 was used. The contractor used a Longyear 44 and LD070 track mounted drilling rig to complete the drilling. In holes LPDD01 to LPDD05 inclusive core drilling has been carried out using NQ equipment producing a 47.6 mm diameter core. For holes LPDD06 to 011, core drilling has been completed using NQ3 producing 65.3 mm diameter core. • All holes were inclined at angles ranging from 45 to 70 degrees depending on drill site. Holes depths ranged from 31.09 m to 161.95 m. |
| Drill sample recovery |
Method of recording and assessing core and chip sample recoveries and results assessed. |
• All recovery was measured on a standard 5 ft (1.52 m) core barrel basis and presented as run length versus actual recovered length. A percentage recovery was calculated. |
| Measures taken to maximise sample recovery and ensure representative nature of the samples. |
• Rotation speed and feed rate are varied to ensure maximum recovery. Various muds were also employed. • Recoveries were highly variable, with poor recoveries through mineralised zones encountered in some drill holes. |
|
| 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. |
This was noted in the geological logging and compared to assay results when received. | |
| Logging | Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. |
• All drill holes were geologically logged, photographed (wet and dry) and annotated on a metre basis. Where core was orientated, structural measurements were collected. All data was entered into the Company database. • Geological descriptions of reconnaissance rock grab samples were collected in field notes and entered into the digital database. All samples were photographed and labelled. |
| Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography. |
||
| The total length and percentage of the relevant intersections logged. |
||
| Sub-sampling techniques and |
If core, whether cut or sawn and whether quarter, half or all core taken. |
• In holes LPDD01 to LPDD05 inclusive whole core has been sampled. In holes LPDD06 to 011, ¾ core has been sampled. The largest sample size possible was used as particulate gold is a characteristic of the mineralised zone and this |
| sample preparation |
If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry. |
method is considered most appropriate for this type of mineralisation. • Samples were sent to ALS laboratories in Reno for Au-SCR24 (screen fire assay) of the interpreted mineralised intervals |
| For all sample types, the nature, quality and appropriateness of the sample preparation technique. |
and Au AA26 with a 50 g charge for the remainder. • Grab samples were placed directly into calico bags at the site location from which they were collected. • Chip channel samples were taken across the trench on 1 to 2 ft (0.30 m to 0.60 m) depending on geological contacts. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Quality control procedures adopted for all sub sampling stages to maximise representivity of samples. |
• No repeat or check samples have yet been submitted for analysis. Each sample was weighed at the preparation laboratory and the weights recorded along with the analytical results. No specific quality control procedure has been adopted for the collection of samples. Samples were shipped to ALS Global laboratories in Reno, Nevada for drying, |
|
| 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. |
pulverising and splitting to prepare a pulp of approximately 200 g which was then shipped to ALS Global laboratories in Vancouver, Canada for analytical determinations. |
|
| Whether sample sizes are appropriate to the grain size of the material being sampled. |
||
| Quality of assay data and laboratory tests |
The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. |
• Certified standards and blanks were inserted at a ratio of 1 in 10 and reviewed. No issues were detected. • Assays were prepared and performed by ALS Global - Geochemistry Analytical Labs in Reno, Nevada USA and Vancouver, BC Canada using a four acid digestion method with an ICP-MS finish for a suite of elements (Method |
| 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. |
ME_MS41- AR-ICP-MS). Gold was assayed using Fire Assay technique on 50 g charge (Method Au-AA26). Approximately 2 to 3 kg were collected for each sample. Samples were pulverised to minus 75 microns before a split was sent to ALS Vancouver laboratory for analysis. This is a standard industry analytical process appropriate for the nature and style of mineralisation under investigation. No Company generated standards or blanks were incorporated into the sampling procedure. ALS undertook their own internal checks and blanks. • Multi-element analysis included 51 elements (major and minor - Method ME_MS41- AR-ICP-MS).). Only elements of exploration interest have been reported in text. |
|
| 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. |
||
| Verification of sampling and |
The verification of significant intersections by either independent or alternative company personnel. |
• Results were checked and reviewed by Hawkstone staff and consultant. Assay data was supplied electronically by the laboratory and incorporated into a digital database. |
| assaying | The use of twinned holes. | • No twinned holes were completed at this stage of exploration. |
| Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. |
• All logging was completed on paper and entered into excel spreadsheets. Excel files containing the data files, collar, assay and survey were also compiled and added to the Company's digital database. |
|
| Discuss any adjustment to assay data. | ||
| Location of data points |
Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. |
• The locations of samples were recorded by handheld GPS and verified with tape measure from known points. The GPS recorded locations using WGS84 (latitude and longitude). Accuracy was limited to approximately 3 m which is adequate for this exploration stage of assessment. |
| Specification of the grid system used. | ||
| Quality and adequacy of topographic control. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Data spacing and | Data spacing for reporting of Exploration Results. | • The drilling completed to date is at approximate 50 to 100 m spacings along the vein zone. Further drilling will be |
| distribution | Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied |
required to provide sufficient coverage for Mineral Resource estimation. |
| Whether sample compositing has been applied. | ||
| Orientation of data in relation to geological structure |
Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. |
• The drilling is approximately perpendicular to the strike of the vein zone and at a dip of -45° to -70° producing varying true widths depending on the local dip of the mineralised zone. The drill orientation is noted to provide a larger (wider) sample of the vein zone that should be more representative of the mineralisation being tested. True width intervals have not been determined at this stage. |
| 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. |
Rock samples were collected based on field observations and are considered for reconnaissance exploration purposed only. |
|
| Sample security | The measures taken to ensure sample security. | • Samples were placed in calico bags and placed in heavy duty cardboard boxes for shipping to the ALS Laboratory. No additional sample security measures were undertaken at this stage of exploration. |
| Audits or reviews | The results of any audits or reviews of sampling techniques and data. |
• No external audit has been completed. |
SECTION 2 REPORTING OF EXPLORATION RESULTS
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Mineral tenement and land tenure status |
Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area. |
• The Lone Pine Project is 100% owned. The project comprises two Patented Claims and 268 BLM-USFS Claims for a km2. There is no total area of 21.85 indigenous title and there are no other known historical or environmentally sensitive areas. |
| Exploration done by other parties |
Acknowledgment and appraisal of exploration by other parties. |
• Extensive historical mining and exploration activity, beginning in the late 1800s, is evident within the project area. Limited modern day exploration techniques and methods appear to have been conducted since the early 1990s. • In the 1990s, companies including Teck, Pathfinder and Formation Capital completed regional reconnaissance |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| mapping, sampling, RC drilling and geophysics over a larger regional area named the Morning Glory Project. • Inception Mining completed mapping, bulk sampling and surface sampling in the mid-2010s at the UP-Burlington Mine (now named Lone Pine). |
||
| Geology | Deposit type, geological setting and style of mineralisation. |
• The Lone Pine Gold Project lies in the Trans-Challis Fault System, a broad northeast-trending structural system that has been traced for 300 km across the centre of the state of Idaho. Over 9 Moz of gold has been produced from this fault system from 1863 to 1980; more gold than any other mining locality in Idaho. |
| Drillhole Information |
• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length. |
• All relevant details are reported in the main report and Appendix C above. |
| Data aggregation methods |
• 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. |
• No upper cut off grades have been applied to the reported weighted averages for drilling. With further results and an increase in the data size, the statistical distribution of the results will be analysed. A lower cut-off grade of 0.20 g/t gold was used in significant intercept calculations for intercepts averaging +1 g/t. No internal dilution has been applied. • The rock assay results are based on reconnaissance rock geochemical sample assays. No data aggregation methods, weighting of results or top cuts have been applied. |
| Relationship between mineralisation widths and intercept lengths |
• If the geometry of the mineralisation with respect to the drillhole 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'). |
• Weighted averages have been used in the reporting of the significant intercepts. A lower cut-off grade of 0.20 g/t gold was used in significant intercept calculations for intercepts averaging +1 g/t gold. No internal dilution has been applied. • The drill holes cut the mineralised zone at an angle ranging from 25° to 30° (-70° hole dip), 35° to 40° (-60° hole dip) to 50° to 57° (-45° hole dip) relative to the core axis assuming a vein zone dip of 80° to 85° northwest. Only downhole length has been reported. A statement has been made regarding true widths. |
| Diagrams | • Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. |
• Included in main report. |
| Balanced reporting | Where comprehensive reporting of all Exploration • • |
All available results and data have been reported. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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 substantive exploration data |
Other exploration data, if meaningful and • material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances. |
• Included in main report. |
| Further work | • The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). |
• Further drilling, trenching and geological reconnaissance and sampling is required and planned. |
Appendix H JORC Code Table 1 –King Solomon Prospect
SECTION 1 SAMPLING TECHNIQUES AND DATA
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Sampling techniques |
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. |
• A total of 18 RC drill holes for 2,743 m was completed in 1990 and 1992 by Teck. • All sampling was undertaken by previous operators. While results of previous sampling programmes have been documented in numerous formal (historical) reports, the details of sampling and assay procedures is not fully recorded in these reports and are currently unknown. • The historical results are considered indicative of the presence of mineralisation. The drill samples from the KS90 series drill programme were taken from 1.5 m of RC drill cuttings from which an unknown amount was pulverised to produce a charge for fire assay. Coarse gold was noted and mentioned in the reports but there is only one mention of screen fire assaying on the adit samples. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
||
| 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.). |
• A vehicle mounted RC rig was utilised. No further details are available on the historical drilling. |
| Drill sample recovery |
Method of recording and assessing core and chip sample recoveries and results assessed. |
• Available historical reports do not provide any details of sampling techniques and sample preparation for samples taken from the RC drilling at the King Solomon prospect. |
| 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. |
||
| Logging | Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. |
• Historical logs are only available for the KS90 series RC drill holes. The remainder of the information has been taken from various reports and cross sections. • Where available, the geological logging was quantitative and captured lithology, alteration and mineralisation. |
| Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography. |
||
| The total length and percentage of the relevant intersections logged. |
||
| Sub-sampling techniques and |
If core, whether cut or sawn and whether quarter, half or all core taken. |
• Unknown – historical information unavailable. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| sample preparation |
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. |
||
| Quality of assay data and laboratory tests |
The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. |
• Not detailed in historical reports. |
| 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. |
||
| Verification of sampling and |
The verification of significant intersections by either independent or alternative company personnel. |
• Not detailed in historical reports. No twinning of holes has been undertaken. |
| assaying | 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. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Location of data points |
Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. |
• Location of drill holes taken from plans/maps, with some historical collars confirmed in the field. Drill holes are located in NAD83 (Zone 12) with topographic control taken from handheld GPS or topographic maps. Drill hole locations are approximate and are only considered suitable for reconnaissance exploration. |
| Specification of the grid system used. | ||
| Quality and adequacy of topographic control. | ||
| Data spacing and | Data spacing for reporting of Exploration Results. | • Drilling was completed as variably spaced holes targeting old workings or mineralised trends. The spacing (and |
| distribution Orientation of data in relation to geological |
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 |
quality) is not sufficient and has not been used for Mineral Resources estimates. |
| Whether sample compositing has been applied. | ||
| structure | Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. |
• Not known. Drilling was completed at various orientations testing multiple interpreted mineralised trends. |
| 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. |
||
| Sample security | The measures taken to ensure sample security. | • Not detailed in historical reports. |
| Audits or reviews | The results of any audits or reviews of sampling techniques and data. |
• Not detailed in historical reports. |
SECTION 2 REPORTING OF EXPLORATION RESULTS
| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| Mineral tenement and land tenure status |
Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. |
• The Lone Pine Project is 100% owned. The project comprises two Patented Claims and 268 BLM-USFS Claims for a total area of 21.85 km2. There is no indigenous title and there are no other known historical or environmentally sensitive areas. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
||
| Exploration done by other parties |
Acknowledgment and appraisal of exploration by other parties. |
• Extensive historical mining and exploration activity beginning in the late 1800s is evident within the project area. Limited modern day exploration techniques and methods appear to have been conducted since the early 1990s. • In the 1990s, companies including Teck, Pathfinder and Formation Capital completed regional reconnaissance mapping, sampling, RC drilling and geophysics over a larger regional area named the Morning Glory Project. • Inception Mining completed mapping, bulk sampling and surface sampling in the mid-2010s at the UP-Burlington Mine (now named Lone Pine). |
| Geology | Deposit type, geological setting and style of mineralisation. |
• The Lone Pine Gold Project lies in the Trans-Challis Fault System, a broad northeast-trending structural system that has been traced for 300 km across the centre of the state of Idaho. Over 9 M ounces of gold has been produced from this fault system from 1863 to 1980, more gold than any other mining locality in Idaho. |
| Drillhole Information |
• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length. |
• All relevant details are reporting in the main report and Appendices above. |
| Data aggregation methods |
• 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. |
• Weighted averages have been reportedly used for the drill holes and the adit sampling. |
| Relationship between mineralisation widths and intercept lengths |
• If the geometry of the mineralisation with respect to the drillhole 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'). |
• No internal dilution has been applied. Where thickness is stated from the historical drilling and sampling the intercepts reflect the downhole extent of the historical intercept. If the mineralisation dips as historically interpreted the reported width would be approximately the same as the true width. |
| Diagrams | • Appropriate maps and sections (with scales) and tabulations of intercepts should be included for |
• Included in main report. |

| Criteria | JORC Code explanation | Commentary |
|---|---|---|
| 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. |
||
| Balanced reporting | Where comprehensive reporting of all Exploration • Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. |
• All available results and data have been reported. |
| Other substantive exploration data |
Other exploration data, if meaningful and • material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances. |
• Included in main report. |
| Further work | • The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). |
• Further drilling, trenching and geological reconnaissance and sampling is required and planned. |
SCHEDULE 11 – INDEPENDENT LIMITED TITLE REPORT ON MINING TENEMENTS

August 3, 2021
Stephanie M. Regenold [email protected] D. +503.727.2251 F. +503.727.2222
Hawkstone Mining Ltd. ATTN: Paul Lloyd 24 Outram Street West Perth, West Australia 6005
Re: Limited Title Report concerning Mining Tenements
Lone Pine Project, Lemhi County, Idaho Devils Canyon Project, Eureka and White Pine Counties, Nevada Western Desert Project, Box Elder County, Utah
Dear Paul:
At the request of Hawkstone Mining Ltd. ("Hawkstone" or the "Company"), this limited title report on mining tenements ("Report") has been prepared for inclusion in the Notice of Meeting to be issued by Hawkstone to be dated on or about August 4, 2021 (the "Notice of Meeting"), under which Hawkstone will be seeking shareholder approval to spin out its three wholly owned subsidiaries (as detailed below) into a separately held entity, Diablo Resources Limited ("Diablo") ("Spin-out"). In connection with the Spin-out, Diablo will be issuing a prospectus to be dated on or about August 16, 2021, pursuant to which Diablo is proposing an initial public offering of its securities for the purposes of seeking admission to the Official List of the ASX in Australia ("Prospectus"). This Report has also been prepared for inclusion in the Prospectus. Unless otherwise defined, all capitalized terms in this report, are defined in accordance with the Prospectus.
I. DESCRIPTION OF TENEMENTS
This report concerns United States tenements in which the Company currently holds an apparent interest through its three wholly owned subsidiaries:
(1) Ounces High Exploration Inc., who is the record owner of two privately owned patented mining claims (the "Patented Claims") and 268 unpatented federal mining claims located in Lemhi County, Idaho subject to paramount ownership by the United States of America (the "Lone Pine Claims") and more particularly described on Schedule 1 of Exhibit A;
(2) Hawkstone Nevada Inc., who is the record owner of 90 federal unpatented mining claims located in Eureka and White Pine Counties, Nevada, subject to paramount ownership by the United States of America (the "Devils Canyon Claims") and more particularly described on Schedule 2 of Exhibit A; and
(3) Roughead Resources Inc.,1 who is the record owner of 257 federal unpatented mining claims located in Box Elder County, Utah subject to paramount ownership by the United States of America (the "Western Desert Claims"), and a leasehold interest as lessee under that certain Utah State Lease (as defined below) and more particularly described on Schedule 3 of Exhibit A.
Collectively, the Lone Pine Claims, Devils Canyon Claims, and Western Desert Claims are referred to as the "Unpatented Claims."
The Unpatented Claims are situated on lands owned by the United States of America and are administered by the United States Bureau of Land Management ("BLM"). A mining claim is a property interest created pursuant to the Mining Law of 1872, which prescribes rules for staking lode or placer mining claims on public lands (the "Mining Law"). The Mining Law also provides a procedure for claimants to purchase a valid mining claim in fee simple absolute from the federal government; however, the U.S. Congress imposed a moratorium on any new patents under the Mining Law effective September 30, 1994.
The Patented Claims, Unpatented Claims, and State Lease are sometimes collectively referred to in this Report as the Tenements.
Attached to and referenced in this report are the following Exhibits, which should be considered part of this report:
| Exhibit A: Legal Description of Tenements |
|---|
| Schedule 1: Ounces High Exploration Inc. Tenements |
| Schedule 2: Hawkstone Nevada Inc. Tenements |
| Schedule 3: Roughead Resources Inc. Tenements |
| Exhibit B: Wolcott Reports |
| Exhibit C: Corporate Documents |
| Exhibit D CT Lien and Litigation Reports |
| Exhibit D-1: Reports for Ounces High Exploration Inc. |
| Exhibit D-2: Reports for Hawkstone Nevada Inc. |
| Exhibit D-3: Reports for Roughead Resources Inc. |
| Exhibit E Lemhi Title Company Lot Book |
II. MATERIALS EXAMINED
This Report is based only upon our examination of the following documents, records, and information:
1 We note that the WD-031 through WD-258 claims were located in the name of "Roughhead Resources Inc." which appears to be a clerical or scrivener's error. We understand that an amendment to the certificate of location was prepared and is being recorded to clarify and otherwise correct the name discrepancy.
A. BLM Master Title Plats and Historical Indices for the following townships provided by Wolcott, LLC current through March 29, 2021 for Idaho, and March 30, 2021 for Utah:2
Lemhi County, State of Idaho
Township 22 North, Range 20 East Township 22 North, Range 21 East
White Pine County and Eureka County, State of Nevada
Township 22 North, Range 54 East
Box Elder County, State of Utah
Township 4 North, Range 16 West Township 4 North, Range 17 West Township 5 North, Range 17 West
B. BLM Mining Claim Customer Information report based on the BLM online records for Hawkstone Nevada Inc. current through July 8, 2021.
C. BLM Geographic Active Claims Indices provided by Wolcott, LLC current through March 29, 2021.
D. The BLM Lead Files for the Unpatented Claims provided by Wolcott, LLC. The BLM Lead Files contain the federal claim filings on record with the BLM, which we understand are limited to filings beginning in 1978. Each BLM Lead File Number is associated with the BLM serial register number assigned to the "leading" or first mining claim in a group of claims and covers filings applicable to the claim group.
- 1. BLM Lead File No. IMC230325 (Idaho) current to March 24, 2021;
- 2. BLM Lead File No. IMC232932 (Idaho) current to March 24, 2021;
- 3. BLM Lead File No. UMC446168 (Utah) current to March 22, 2021; and
2 A "Township" is a roughly square area that is 6 miles (9.65 kilometers) in an east/west direction and 6 miles (9.65 kilometers) in a north/south direction. Townships are numbered sequentially north and south of a base line, while "Ranges" are numbered sequentially east and west of a meridian. A "Section" is, generally speaking, a one square mile tract of land as subdivided and numbered by the public land surveys initially conducted by the United States General Land Office and contains approximately 640 acres (259 hectares) of land. There are 36 Sections in each Township, which are numbered 1 through 36. The public land survey system is used to describe rural land boundaries in all of the western United States, including Idaho, Nevada, and Utah. Using this system, a given tract of land can be legally described by listing the Section (or portion thereof), Township, Range, and Meridian.
4. BLM Lead File No. UMC447308 (Utah) current to March 22, 2021.
E. The following reports prepared by Wolcott, LLC (collectively, the "Wolcott Reports"), which are included in Exhibit B:
- 1. That certain Record Title Examination and Mining Property Review prepared by Wolcott LLC dated January 28, 2020 for the U.P. and Burlington Patented Mining Claims in Lemhi County, Idaho;
- 2. That certain Updated Title Examination of Patented Mining Claims within the Lone Pine Project, Lemhi County, Idaho dated April 6, 2021;
- 3. That certain Record Title Examination, Land Status and Mining Claim Review Lone Pine Project, Lemhi County, Idaho dated April 6, 2021;
- 4. That certain Record Title Examination, Land Status and Mining Claim Review Western Desert Project, Box Elder County, Utah dated April 6, 2021.
F. The following charter and constating documents for each of the companies, which are included in Exhibit C:
- 1. Certified copies of the corporate filings of Ounces High Exploration Inc. issued July 19, 2021 from the State of Idaho, Secretary of State;
- 2. Certificate of Existence for Ounces High Exploration Inc. issued July 16, 2021 from the State of Idaho, Secretary of State;
- 3. Certified copy of the corporate filings of Hawkstone Nevada Inc., effective through July 16, 2021, from the State of Nevada, Secretary of State;
- 4. Certificate of Existence with Status in Good Standing, dated July 16, 2021, for Hawkstone Nevada Inc. from the State of Nevada, Secretary of State;
- 5. Certified copy of Articles of Incorporation for Roughead Resources Inc. dated July 21, 2021 from the Utah Department of Commerce, Division of Corporations & Commercial Code; and
- 6. Certificate of Existence for Roughead Resources Inc. dated July 16, 2021 from the Utah Department of Commerce, Division of Corporations & Commercial Code.
G. The following lien and litigation searches prepared by CT Corporation for each entity:
- 1. Ounces High Exploration Inc., which reports are included in Exhibit D as Exhibit D-1:
- a. Idaho Secretary of State, UCC Lien, Federal Tax Lien, and State Tax Lien Search for Ounces High Exploration Inc. effective through June 30, 2021;
- b. Ada County, Idaho, Lien and Judgment Search for Ounces High Exploration Inc. effective through June 6, 2021, and Litigation Search for Ounces High Exploration Inc. effective through July 13, 2021;
- c. U.S. District Court, District of Idaho, Federal Litigation Search for Ounces High Exploration Inc. effective through July 12, 2021;
- d. U.S. Bankruptcy Court, District of Idaho, Bankruptcy Search for Ounces High Exploration Inc. effective through July 12, 2021;
- e. Harris County, Texas, Litigation Search for Ounces High Exploration Inc. effective through July 12, 2021; and
- f. U.S. District Court, Southern District of Texas, Federal Litigation Search for Ounces High Exploration Inc. effective through July 12, 2021.
- 2. Hawkstone Nevada Inc., which reports are included in Exhibit D as Exhibit
- a. Nevada Secretary of State, UCC Lien and Federal Tax Lien Search for Hawkstone Nevada Inc., effective through June 30, 2021;
- b. Clark County, Nevada, UCC Lien, Federal Tax Lien, Judgment, and Litigation Search for Hawkstone Nevada Inc., effective through July 13, 2021;
- c. U.S. District Court, District of Nevada, Federal Litigation Search for Hawkstone Nevada Inc., effective through July 12, 2021;
- d. U.S. Bankruptcy Court, District of Nevada, Bankruptcy Search for Hawkstone Nevada Inc., effective through July 12, 2021;
- e. Harris County, Texas Litigation Search for Hawkstone Nevada Inc. effective through July 12, 2021; and
- f. U.S. District Court, Southern District of Texas, Federal Litigation Search for Hawkstone Nevada Inc., effective through July 12, 2021.
D-2:
- 3. Roughead Resources Inc., which reports are included in Exhibit D as Exhibit D-3:
- a. Utah Division of Corporations and Commercial Code, UCC Lien Search for Roughead Resources Inc. effective through July 13, 2021;
- b. Salt Lake County, Utah, UCC Lien, Federal Tax Lien, Judgment, and Litigation Search for Roughead Resources Inc. effective through July 9, 2021;
- c. U.S. District Court, District of Utah, Federal Litigation Search for Roughead Resource Inc. effective through July 12, 2021;
- d. U.S. Bankruptcy Court, District of Utah, Bankruptcy Search for Roughead Resources Inc. effective through July 12, 2021
- e. Harris County, Texas, Litigation Search for Roughead Resources Inc. effective through July 12, 2021; and
- f. U.S. District Court, Southern District of Texas, Federal Litigation Search for Roughead Resources Inc. effective through July 12, 2021.
H. That certain Lot Book Guarantee dated April 20, 2021 prepared by Lemhi Title Company for the Patented Claims ("Lot Book Report"), which is attached as Exhibit E.
I. Except as noted, the following unrecorded documents regarding the Bitterroot-Salmon Royalty (as defined below):
1. That certain unrecorded Purchase Agreement dated January 10, 2013 between Bitterroot-Salmon Conservation Project, LLC, Inception Resources, LLC, and UP and Burlington Development, LLC;
2. That certain Assignment of Interest dated January 17, 2013 from Inception Resources, LLC to Bitterroot-Salmon Conservation Project, LLC, recorded January 28, 2013 as Instrument No. 292334 in the Lemhi County, Idaho public records; and
3. That certain unrecorded Assignment and Novation Agreement dated February 25, 2013 by and between Inception Resources, LLC, as assignor, Inception Development, Inc. as Assignee, and Bitterroot-Salmon Conservation Project, LLC and UP and Burlington Development, LLC; and
4. That certain e-mail correspondence dated February 19, 2020 from Hawkstone to Inception Resources, LLC acknowledging the Bitterroot-Salmon Royalty (collectively referred to as the "Bitterroot-Salmon Documents").
J. The Contract Serial Register Page for Utah Mineral Lease No. 54022 (the "Contract Serial Register") available through the online Land & Lease records of the State of Utah School and Institutional Trust Lands Administration as of May 3, 2021.
K. The Utah Mineral Lease No. 54022 file available through the online Land & Lease records of the State of Utah School and Institutional Trust Lands Administration as of May 3, 2021.
L. Those certain other documents provided to us by the Company:
1. That certain Utah State Lease for Metalliferous Minerals (Mineral Lease No. 54022) dated effective August 1, 2020 from the State of Utah, through the School and Institutional Trust Lands Administration, to Roughead Resources Inc. as lessee (the "Utah State Lease").
III. GENERAL CORPORATE BACKGROUND
We have conducted a limited review concerning the current corporate status of the Hawkstone entities listed below by requesting copies of the charter and constating documents for each of the companies, as set forth below.
| Entity | Status |
|---|---|
| Ounces High Exploration Inc., an Idaho corporation | In Good Standing as of July 16, 2021 |
| Hawkstone Nevada Inc., a Nevada corporation | In Good Standing as of July 16, 2021 |
| Roughead Resources Inc., a Utah corporation | In Good Standing as of July 16, 2021 |
Except as noted, we have not reviewed any particular corporate documents with respect to these entities. Copies of the certificate of good standing and charter and constating documents for each of the companies is included in Exhibit C.
IV. APPARENT OWNERSHIP
Based solely upon the title evidence examined (particularly, the Wolcott Reports), and subject to the comments, qualifications, and exceptions set forth below, it appears that as of the effective date:
A. Idaho Property.
1. The record owner of the Patented Claims is Ounces High Exploration Inc.
2. The record owner of the 268 unpatented federal mining claims located in Lemhi County, Idaho is Ounces High Exploration Inc., subject to paramount ownership by the United States of America.
B. Nevada Property.
1. The record owner of the 90 federal unpatented mining claims located in Eureka and White Pine Counties, Nevada is Hawkstone Nevada Inc., subject to paramount ownership by the United States of America.
C. Utah Property.
1. The record owner of the 257 federal unpatented mining claims located in Box Elder County, Utah is Roughead Resources Inc., subject to paramount ownership by the United States of America.
2. Roughead Resources Inc. is the lessee of the Utah State Lease which covers the following state lands:
Township 4 North, Range 17 West, SLB&M Section 2: Lots 1, 2, 3, 4, S/2N/2, S/2 (All) - 696.09 acres Section 16 All - 640.00 acres
Township 5 North, Range 17 West, SLB&M Section 36: All - 640.00 acres
Containing approximately 1,976.09 acres, more or less.
V. ROYALTIES AND MATERIAL AGREEMENTS AFFECTING THE TENEMENTS
Based solely upon the title evidence examined (particularly, the Wolcott Report), and subject to the comments, qualifications, and exceptions set forth below, it appears that as of the effective date:
A. Patented Claims.
1. Bitterroot-Salmon 3% NSR Royalty (Idaho).
We understand that pursuant to the unrecorded Bitterroot-Salmon Documents, the U.P. and Burlington patented mining claims are subject to a 3% net smelter return royalty ("NSR") based on the spot sale proceeds received less all of the offsite smelting, refining and transportation costs associated with the purification of the economic metals to the extent that such costs are actually incurred, subject to certain increases or decreases depending on production held by Bitterroot-Salmon Conservation Project, LLC (the "Bitterroot-Salmon Royalty").
- B. Unpatented Claims.
- 1. Nedeel, LLC/Syncline 3% NSR Royalty and Fees (Nevada).
Pursuant to that certain Deed with Reservation and Grant of Royalty dated effective November 6, 2020, recorded December 21, 2020 as Doc. No. 2020-387614 in the White Pine County, Nevada public records, and recorded December 21, 2020 as Doc. No. 2020-243218 in the Eureka County, Nevada public records (collectively the "DC Royalty Grant"), the 90 Devils Canyon Claims are subject to the following interests held equally by Nedeel, LLC and Syncline Consulting, LLC:
- a 3% fee on all Exploration and Development Work Expenditures (as defined in the deed) incurred by Hawkstone Nevada Inc. up until the commencement of commercial production ("Exploration Fee"), which converts to 3% net smelter return royalty upon the commencement of commercial production (collectively referred to as the "DC Royalty"); and
- an annual fee of U.S. \$15,000.00 for so long as the company is the owner of record title to the Devils Canyon Claims (the "Annual Fee").
Hawkstone Nevada Inc. has the option to purchase the Annual Fee, Exploration Fee, and DC Royalty at any time during the four years from the date of Completion of the acquisition of the Devils Canyon Claims (November 24, 2020) by tendering a payment of U.S. \$3,000,000.00 in cash, or if otherwise mutually agreed, the shares of Hawkstone Mining Limited (ACN 008 720 223), or a combination of cash and shares.
The DC Royalty Grant further provides that any additions to the Devils Canyon Claims resulting from the parties' location of unpatented claims within the boundaries of the Devils Canyon Claims and an Area of Interest, which we understand is approximately within five (5) kilometers of the current external boundaries of the DP 3, 4, 5, 10, 11, and 12 claims, are also subject to a 3% production royalty based on Net Smelter Returns, which is included in Hawkstone Nevada Inc.'s option to purchase the Royalty, as set forth above.
C. Utah State Lease.
Roughead Resources Inc. has a leasehold interest as the lessee under that certain Utah State Lease for Metalliferous Minerals from the State of Utah, through the School and Institutional Trust Lands Administration ("SITLA"), as lessor, which covers approximately 1,976.09 acres, more or less, within Sections 2 and 16 of Township 4 North, Range 17 West, SLB&M, and Section 36 of Township 5 North, Range 17 West, SLB&M. Based on the Contract Serial Register Page, the Utah State Lease is in "active" status and Roughead Resources Inc. is reflected as the record title holder.
While the Utah State Lease should be reviewed in its entirety for its terms and conditions, some of the material terms of the Utah State Lease include:
Scope of Grant. The Utah State Lease grants Roughead Resources Inc. the exclusive right and privilege to explore for, drill for, mine, remove, transport,
convey, cross-haul, commingle, and sell "Metalliferous Minerals"3 with the right and privilege to use of the surface4 and subsurface for uses reasonably incident to mining under the lease or on nearby or adjacent lands mined in connection with the lease area. See Utah State Lease, Section 2.
- Reservation of Rights. Subject to the rights granted, SITLA reserves the right to establish rights of way and easements (following consultation with the lessee), grant other minerals leases (other than for Metalliferous Mineral), and use the surface estate and lands for any other rights not granted to Roughead Resources Inc. See Utah State Lease, Section 3.
- Term. The Utah State Lease is dated effective August 1, 20205 and has a primary term of 10 years from such date ending on July 31, 2030, and may be extended (1) if and for so long as leased substances are being produced in paying quantities, or (2) if at the end of the primary term SITLA determines that: (i) the Minimum Royalty has been paid, and (ii)(a) the lessee is engaged in diligent operations, exploration or development activity, or (b) the lessee is making a substantial financial investment, which for each of (a) and (b) in SITLA's sole discretion is calculated to advance development or production of leased substances from the property. See Utah State Lease, Section 5. Under any extension, including every 10 years following the primary term, SITLA retains the right to readjust the terms and conditions of the Utah State Lease.
- Annual Rent. The Utah State Lease requires an annual rent of \$1.00 for each acre and fractional acre under the lease, but in no event less than \$500.00 per year. Such payment is due August 16 each year (i.e. the anniversary of the lease effective date) and may be credited against the Production Royalty for that particular lease year. See Utah State Lease, Section 6.2.
3 Metalliferous Minerals are classified and defined to include "aluminum, antimony, arsenic, beryllium, bismuth, chromium, cadmium, cesium, columbium, cobalt, copper, fluorspar, gallium, gold, germanium, hafnium, iron, indium, lead, mercury, manganese, molybdenum, nickel, platinum, group metals, radium, silver, selenium, scandium, rare earth metals, rhenium, tantalum, tin, thorium, titanium, tungsten, thallium, tellurium, vanadium, uranium, ytterbium, zinc, and zirconium" under Utah Administrative Code R850-25-100(1)(a).
4 Please note that Section 4 of the Utah State Lease provides that the lessee's right to use the surface estate is subject to "if SITLA manages the surface estate". Further, "[i]f SITLA does not manage the surface estate of any portion of the Property, nothing in this Lease grants Lessee access to such surface estate." It may be helpful to reach out to SITLA for further clarification as to whether SITLA owns and/or manages the surface estate. 5
Please note that there is a discrepancy with respect to the Effective Date between the Contract Serial Register and the Utah State Lease. The Contract Serial Register provides for a start date of August 1, 2020 and an end date of July 31, 2030. However, a calculation of the Effective Date using the definitions of Effective Date and Execution Date set forth in the Utah State Lease would result in an Effective Date of September 1, 2020 with the term ending on August 31, 2030.
6 The August 1 payment date is based on the dates set forth in the Contract Serial Register. However, if the Effective Date is actually September 1, 2020 as described in footnote 5 above, the payment dates would be adjusted to September 1 each year. It may be helpful to clarify with SITLA the expected payment dates.
- Production Royalty. A production royalty of 8% is due on the Gross Value of fissionable leased substances and 4% of the Gross Value of non-fissionable leased substances, both f.o.b. the mine, sold under an arm's length transaction. See Utah State Lease, Section 6.3(b); see also Section 6.3(d) (regarding provisions applicable to non-arm's length transactions).
- Minimum Royalty. After the primary term and beginning on the 11th year of the Utah State Lease and until termination, an advance annual minimum royalty equal to three times the Annual Rent due and may be credited against the Production Royalty in the same lease year. It appears the Minimum Royalty payments are due a year in advance and the first payments would become due on or before the 10th anniversary of the Utah State Lease. See Utah State Lease, Section 6.3(a).
- Process Fee. A transportation and process fee is also due on any minerals produced from adjacent properties defined generally as "Offsite Leased Substances", but utilize SITLA leased lands specifically any substances that are (1) removed from mine workings, portals, or wells located on the leased property and transported offsite or processed on site, or (2) extracted from non-SITLA lands and transported to the leased property for processing at a facility located on the leased property. This fee is 4% of the Gross Value of fissionable and 2% of the Gross Value of nonfissionable Offsite Leased Substances. See Utah State Lease, Section 6.3(c).
- Plan of Operations and Other Permitting Requirements. Although the Utah State Lease has a broad grant, Roughead Resources Inc. remains subject to State of Utah permitting and operating requirements, including obtaining approval of a plan of operations in order to use the surface estate for mining uses and other permitting requirements. See Utah State Lease, Sections 4, 10, 12, and 13.
- Restoration/Reclamation Obligations. The lessee is required to remove all improvements, equipment, stockpiles and dumps from the leased property within six months following the termination of the Utah State Lease; provided, SITLA may require the lessee to retain in place certain underground supports and installations. Further, following the termination of the Utah State Lease, the lessee is required to reclaim the leased property in accordance with applicable law. See Utah State Lease, Section 12.
- Change of Control. Any transfer of (i) any voting capital stock or ownership interests of the lessee, or (ii) any voting capital stock or ownership interests of any entity that directly or indirectly controls the lessee, which in either event results in a change in the direct or indirect voting control of the lessee or any entity that directly or indirect controls the lessee requires the prior consent of SITLA, which consent may not be unreasonably withheld. See Utah State Lease, Section 17.1.
- Operating Covenant. It is an Event of Default under the Utah State Lease if the lessee ceases operations for a period of 90 consecutive days or a total of 180 days
within a 365-day period, without the prior consent of SITLA. See Utah State Lease, Section 18.1(g).
As indicated, the Utah State Lease contains additional terms and conditions typical of a lease of state lands and for additional details, should be reviewed in its entirety.
VI. COMMENTS AND RECOMMENDATIONS
A. Patented Mining Claims.
1. Pre-Patent Title Issues and Notes of Interest.
The Wolcott Report dated January 28, 2020 identifies certain conditions or notes of interest that either pre-date issuance of the patent for the Patented Claims or involve a minor name discrepancy in 1952. As previously indicated, prior to the September 30, 1994 moratorium on issuance of a patent (i.e. conveyance from the United States government), the Mining Law provided a procedure for claimants to purchase a valid mining claim in fee simple absolute from the federal government. The Patented Claims were acquired under such procedure. In general, issuance of the patent out of such procedures would resolve any pre-patent issues concerning the Patented Claims. Likewise, the Lot Book Report does not identify any name discrepancy issues and as a result, our review indicates that title to the Patented Claims for the conditions and notes of interest reflected in the Wolcott Reports would be defensible.
Comment. Primarily advisory. Given the number of years that have passed since these title issues, we anticipate any claims concerning these issues would be defensible on the basis of issuance of the mineral survey patent from the United States, adverse possession, laches, estoppel or other grounds.
2. Memorializing Bitterroot-Salmon Royalty.
As indicated in Section V.A.1, the two Patented Claims are subject to the 3% NSR royalty held by Bitterroot-Salmon Conservation Project, LLC. Currently, this royalty is not reflected of record, however, Hawkstone through its subsidiary, Ounces High Exploration Inc., has acknowledged and agreed to reasonably cooperate with Bitterroot-Salmon Conservation Project, LLC to execute and record a royalty assignment in a form contemplated under the Bitterroot-Salmon Documents.
Comment. Primarily advisory. However, if the Patented Claims are conveyed or otherwise transferred before any royalty documentation is placed of record, Ounces High Exploration Inc. should confirm that any third party buyer or transferee is placed on notice of the Bitterroot-Salmon
Royalty interest and such obligations to record a royalty assignment.
- B. Unpatented Mining Claims.
- 1. Claim Staking and Filing Requirements.
In order to stake and locate a federal unpatented mining claim, a mining claimant must comply with both federal and state law requirements. 43 C.F.R. § 3832.11. Under BLM regulations, mining claimants have 90 days within which to file a notice or certificate of location for each claim with the BLM after staking, which timeframe runs from the date of location. The additional state-specific requirements applicable to staking and location are summarized below.
- Idaho Lone Pine Claims.7 To locate a lode mining claim in Idaho, a locator must, upon discovery of a valuable mineral, erect a monument at one corner or angle of the claim (known as a location monument) and post a written notice of location thereon. Before recording the notice of location, the locator must distinctly mark the boundaries of the claim and place a location monument at each corner of the claim. A copy of the notice of location must be recorded with the county recorder where the claim is located within 90 days after the date of location of the claim.
- Nevada Devils Canyon Claims.8 To locate a lode mining claim in Nevada, the locator must, upon discovery of a valuable mineral, erect a location monument at the place of discovery and post a written notice of location thereon. The locator must also distinctly mark the boundaries of the claim by placing a monument at each corner of the claim within 60 days after posting the notice of location. Duplicate certificates of location and two copies of a map showing the claim boundaries must be recorded with the county recorder where the claims are located within 90 days after the posting the notice of location.
- Utah Western Pine Claims.9 To locate a lode mining claim in Utah, the locator must, upon discovery of a valuable mineral, erect a location monument at the place of discovery and post a written notice of location thereon. The locator must also distinctly mark the boundaries of the claim on the ground. A certificate of location and a map showing the claim boundaries must be recorded with the relevant County Recorder within 30 days after the date of location of the claim. A copy of the location certificate and a map showing the claim boundaries must also be filed with the relevant state BLM office within 90 days after the date of location.
Comment. Based primarily on our review of the Wolcott Reports, the notices or certificates of location for the
7 See Idaho Code §§ 47-601 et seq.
8 See Nevada Revised Statute §§ 517.010 et seq.
9 See Utah Code Ann. §§ 40-1-1 et seq.
Unpatented Claims (except the claims discussed in Comments VI.B.3 and VI.B.4, which we understand are recently filed and still under BLM review) have been timely filed with BLM and recorded in accordance with state requirements. We have no knowledge, however, as to the proper completion of the physical acts of claim staking, as such matters are/are not verifiable from the public records and we have not made a physical inspection of the Tenements.
2. Idaho - LP Claim Filing with BLM and Postage Rule.
As indicated above, under BLM regulations, mining claimants have 90 days within which to file notices or certificates of location for their claims with the BLM after staking, which timeframe runs from the date of location. Based on our review, the LP-020 through LP-075, contained within the Lone Peak Claims in Idaho, were located on November 21, 2019 and the certificates of location dated received by BLM on February 19, 2020. The timeframe between these dates is 92 days.
While typically failure to timely file a certificate of location with BLM within the 90-day timeframe would result in the claim being declared abandoned and void by operation of law,10 BLM regulations expressly provide for a postage rule that extends this timeframe in limited circumstances. In particular, BLM regulations provide that a copy of the notice or certificate of location is properly recorded and filed if a document is (1) received by BLM on or before the due date; or (2) postmarked or otherwise clearly identified as sent on or before the due date and received by the appropriate BLM state office within 15 calendar days after the due date or on the next business day after the 15th day if the 15th day is not a business day. 43 C.F.R. § 3830.5; see also BLM Handbook, H-3830-1, p. III-10.
From additional documents requested from the BLM for the LP-020 through LP-0075 claims, we understand that such claims were mailed via United States Postal Service with tracking on February 13, 2020, and accordingly, such certificates of location were timely postmarked before the 90-day deadline, February 17, 2020 and received within 15 calendar days after such postmark on February 19, 2020. A similar notation appears on BLM's online records for the claims. Absent the request for these additional documents, no other documentation appears to be included in the main BLM Lead File regarding application of BLM's postage rule. As a result, despite the fact that BLM has accepted the claims for filing, a third party could raise a challenge to the LP-020 through LP-075 claims, but such challenge would be defensible for the reasons stated above.
Comment: Primarily advisory. Out of an abundance of caution, Ounces High Exploration Inc. could consider contacting BLM to confirm whether such other documentation could be included in the BLM Lead File to
10 See 43 C.F.R. § 3833.1.
clarify and otherwise confirm application of BLM's postage rule and to offset any potential challenges to the extent the discussion above regarding BLM's postage rule is not readily apparent from the file.
3. Idaho - Newly Located Claims.
We understand from the Wolcott Reports that 18 new federal unpatented mining claims (the LP EXT2-251 through LP EXT2-268) have been recently staked on December 8, 2020 and submitted to BLM for filing. While the claims are listed as "filed" on the BLM online records, we understand that such claims are still under review and documentation concerning these claims will not be available until the claims have been adjudicated by BLM. BLM adjudication generally involves a review to confirm the filings meet BLM requirements and a land evaluation, including confirmation that the claims are located on lands open to mineral entry and a limited evaluation on whether there are any other conflicts in the BLM's public land records.
Comment: Primarily advisory. The LP EXT2-251 through LP EXT2-268 claims remain subject to BLM further review and adjudication and state recording requirements as noted above, however, until such review is completed, Ounces High Exploration Inc. has a priority right in the date of the location for these claims. Upon completion of adjudication such adjudication, Ounce High Exploration Inc. may want to complete a further review of the BLM records for these claims.
4. Nevada - Newly Located Claims.
We understand from a review of the BLM online records for Hawkstone Nevada Inc. that 90 new federal unpatented mining claims (the DP 3-5, DP 10-12 and the Devils Canyon-001 through 84) have been recently staked on June 22, 2021 and June 23, 2021 and submitted to BLM for filing. While the claims are listed as "filed" on the BLM online records, we understand that such claims are still under review and documentation concerning these claims will not be available until the claims have been adjudicated by BLM. BLM adjudication generally involves a review to confirm the filings meet BLM requirements and a land evaluation, including confirmation that the claims are located on lands open to mineral entry and a limited evaluation on whether there are any other conflicts in the BLM's public land records.
Comment: Primarily advisory. The DP 3-5, DP 10-12 and the Devils Canyon-001 through 84 claims remain subject to BLM further review and adjudication and state recording requirements as noted above, however, until such review is completed, Hawkstone Nevada Inc. has a priority right in the date of the location for these claims. Upon completion of adjudication such adjudication, Hawkstone Nevada Inc. may
want to complete a further review of the BLM records for these claims.
5. Utah - Closed WD 002 Claim.
We understand that the Western Desert Claims originally included 258 federal unpatented mining claims, but based on our review, one of the claims has been closed based on BLM's review. In particular, Roughead Resources Inc. located the WD 002 unpatented lode claim (UMC446169) and submitted such certificate of location to the BLM. BLM notified the company that there was a problem with the tie description on the notice of location and requested that the company submit an amended notice of location within 30 days. Based on Decision Notice in the BLM Lead File dated September 23, 2020, because BLM had not received the amended notice of location within the time specified, BLM determined that the claim was forfeited. We have been provided no information on whether the company has appealed the decision. As a result, such claim has been closed and absent relocation of a new claim, Roughead Resources Inc. has no interest in the lands previously covered by the WD 002 claim.
Comment: Primarily advisory. Roughead Resources may want to consider whether to locate a new claim covering the ground previously occupied by the WD 002 claim.
6. Utah - Western Desert Claims Name Discrepancy.
In order to properly stake and locate an unpatented mining claim, a notice and certificate of location must include certain information, including the claimant name. As indicated in the Wolcott Reports, the certificates of location for the WD-031 through WD 258 claims refer to "Roughhead Resources Inc." instead of "Roughead Resources Inc." resulting in a name discrepancy. This error appears to be a clerical or scrivener's error, and accordingly, it appears that such discrepancy can be addressed through an amendment to these claims to clarify and correct the original certificate of location.
Under BLM regulations, a claimant can amend a mining claim if there is a clerical error in the certificate of location, and the amendment will relate back to the original date of location and does not affect the priority or the status of the claim. 43 C.F.R. § 3833.21. Amendments can be made at any time by filing an amended certificate of location with BLM within 90 days after the amendment is recorded in the relevant county recorder's office, along with payment of a processing fee. 43 C.F.R. § 3833.22. Utah statute does not provide further guidance or requirements in order to complete an amendment, however, such amendment should at a minimum contain the same information required in a certificate of location.
Comment: We understand that Roughead Resources Inc. has filed and recorded amended certificates of location with BLM and the Box Elder County Recorder's Office to correct or otherwise clarify the name discrepancy on the certificates of location for the WD-031 through WD-258 claims,
however, we have not reviewed copies of the recorded documents.
7. Claimant Addresses.
For each of the Hawkstone subsidiaries, we noticed the following addresses on file with BLM for the Unpatented Claims. Hawkstone should confirm these are the correct addresses for each entity, or update such addresses as necessary with BLM, to ensure each of the entities timely receives correspondence or any notices from the agency.
- Idaho Lone Peak Claims. Ounces High Exploration Inc., 4691 Luna Cir., Moab, Utah 84632-9708.
- Nevada Devils Canyon Claims. Hawkstone Nevada Inc., 3500 Washington Ave., # 200, Houston, Texas 77007-5945.
- Utah Western Desert Claims. Roughead Resources Inc., 3500 Washington Ave., Ste. 200, Houston, Texas 77007-5945.
Comment: Primarily advisory. The claimant's address generally may be updated by providing notice to BLM.
8. Overlapping Claims and Claim Conflicts.
A mining claim can overlap fee lands or other mining claims, so long as its location monument (and, ultimately, actual discovery of a valuable mineral deposit) is situated on federal lands open to locatable mineral entry. Claim conflicts around the edges of a property are quite common and such perimeter conflicts might exist here. In general, such overlaps are both permissible and common, but only one of the conflicting claims (the senior valid claim) can control the ground within the conflict area. The claim is invalid only in the areas of overlap. With respect to any overlaps of any Unpatented Claim on privately owned fee property, the claim owner, of course, acquires no interest in the private land, but does appropriate all public land within the claim boundaries.
In our limited review of the BLM LR2000 Geographical Index to Mining Claims (particularly, the examination conducted in the Wolcott Reports) for potentially adjacent and overlapping claims, we identified other third party claims nearby, adjacent and surrounding the Lone Pine Claims in Idaho. Outside of these potentially adjacent and overlapping claims, we did not identify any specific conflicting or overlapping claims, however, our review is not exhaustive and limited to a document review which is not conducive to identifying claim conflicts. We have not endeavored to determine, any claim conflicts that may exist on the ground, in the case of such claim conflicts, which claims control the conflict areas, as all of the Unpatented Claims. We separately note the following further limitations on our review that the Company should be aware of:
- No Review of Geological Data. The geologic significance, if any, of any potential conflict areas described above is outside the scope of the title records we examined, and thus we have no knowledge regarding that subject.
- Records Available and Delay in Record Filings. As noted above, mining claimants have 90 days within which to file a notice or certificate of location for their claims with the BLM. Newly located claims, therefore, might not show up in the BLM records for 90 days after location. Given the 90-day filing window, there is no way to determine with certainty the existence of newly located conflicting claims without careful examination of the ground for rival location notices, which we have not done. It is therefore possible that conflicts could exist on the ground that are not disclosed by the records examined.
- Prior Overlapping Closed Claims. We have not attempted to determine the boundaries of, or possible conflicts associated with unpatented claims that may have existed at the time of location of the Unpatented Claims, but which have since been terminated. Even though such claims no longer exist, such prior existing conflicts could affect the validity of the Unpatented Claims because of the possibility that a location monument for a claim could have been located atop a then-valid senior unpatented claim.
- BLM Geographic Index Inaccuracies. The BLM geographic claim index describes the location of claims only by quarter-section. The index may contain inaccuracies and the filed materials upon which the indexing is based may be inaccurate. Likewise, the individual claim maps filed by the locators may contain inaccuracies. Thus, the position of the Unpatented Claims and of any other claims in the area with respect to the Unpatented Claims cannot be determined with exactitude. A field examination might reveal that there are conflicting rights by reason of the presence of conflicting claims not identified in the title information examined.
In addition, the actual placement of location and corner monuments on the ground controls over any contradictory written descriptions. We cannot and do not know where the controlling claim corners and location monuments physically lie for the Unpatented Claims (or any other claims), nor do we know the degree of accuracy used in staking the Unpatented Claims (or any other claims), so as to be able to conclusively identify all possible conflicts.
Comment: Primarily advisory. Prior to exploration and development activities, Hawkstone may want to further complete a site inspection and ground review to confirm whether there are any potential conflicting claims that affect development of the Tenements, and primarily the Unpatented Claims.
9. Unpatented Claims - Location Monuments and Claim Validity.
The corner monuments and boundaries of an unpatented mining claim may extend onto other unpatented mining claims (as noted above) or even onto private land without invalidating the claim. However, the location monument (which designates the point of discovery and on which the location notice is posted) must be placed on unappropriated federal land. If the discovery site (location monument) is on private land or on federal land that is already appropriated by the existence of a valid unpatented mining claim, then the entire subject claim is void ab initio.
Consequently, the position of the location monument is critical to the validity of a claim. We have reviewed the location notices, maps, and publicly available maps, and no obvious location monument problems were observed. If any such problems are later discovered from a more thorough analysis or actual field survey (i.e., if a location monument is found to have been situated on private land or on a preexisting valid claim), then the subsequent claim should be considered as potentially void and should be relocated (not amended), because a void claim cannot be amended.
Comment: Primarily advisory. To the extent it is discovered that any of the Unpatented Claims overlap other claims, further review and analysis is advisable.
10. Unpatented Claims - BLM Mining Claim Maintenance Fee.
Since 1993, the owner (or "claimant") of an unpatented mining claim has been required to pay a federal claim maintenance fee to the BLM in order to maintain the claims in good standing. From 1993 to 2005, the maintenance fee was \$100.00 per claim per year; this was increased to \$125.00 in 2005, to \$140.00 in 2009, and to \$155 in 2014 and most recently to \$165 per claim per year. Federal law requires the payment of these annual maintenance fees to the BLM of (i.e. currently \$165 per mining claim). The payment must be paid to BLM by September 1 of each year. Failure to timely pay the required fees by the annual deadline renders the claims void automatically by operation of law, so strict and timely compliance with the federal filing requirement is essential. The maintenance fee payment is made prospectively for the assessment year beginning on September 1 for the upcoming assessment year. By way of example, the maintenance fee due before September 1, 2021 is paid for the assessment year beginning September 1, 2021 and ending September 1, 2022.
The Wolcott Reports indicate that BLM records show that all of the Unpatented Claims are in good standing and annual filing and payments were timely made. The next annual deadline for payment of BLM maintenance fees is September 1, 2021. Each of the project company entities that holds Unpatented Claims is responsible for payment of the annual maintenance fee with respect to the Unpatented Claims.
Comment: Primarily advisory. In order to maintain the Unpatented Claims, Hawkstone should confirm that each of the entities holding the Unpatented Claims timely submits payment of the maintenance fee to BLM in advance of the annual September 1 deadline.
11. Unpatented Claims - County Maintenance Filings.
In addition to the payment of an annual maintenance to BLM, there are state-specific requirements that require a claimant to record an affidavit or notice of intent to hold in the county where the claims are located to demonstrate the claimant's compliance with claim maintenance requirements and intent to continue to hold and maintain the claims. This generally can be accomplished by recording an affidavit with the terms required by statute. Although failure to file an affidavit or notice to intent to hold is not a fatal defect in maintaining the Unpatented Claims, in comparison to failure to pay the annual BLM maintenance fee, such practice provides a claimant with prima facie evidence that the maintenance fee requirements have been met, whereas failure to file would in some states provide prima facie evidence that the maintenance fee requirements were not met. Accordingly, it is consistent with good business practice to record such documentation in the event of a dispute, however, as noted below, such burden can generally be overcome by producing a receipt showing payment of the federal claim maintenance fees to the BLM.
Summarized below are the specific-state law requirements:
- Idaho Lone Pine Claims.11 In Idaho, payment of the BLM maintenance fee and recording an affidavit or notice in the county records where the claims are located within 60 days after the end of the annual assessment year is prima facie evidence that the claimant has complied with the annual labor and maintenance fee requirements required under state law.
- Nevada Devils Canyon Claims.12 Similar to Idaho, Nevada requires the claimant to record an Affidavit and Notice of Intent to Hold ("NOI") in the appropriate county by November 1 of each year, which serves as prima facie evidence of compliance with the annual labor and maintenance fee requirements required under state law for the prior assessment year (i.e. the assessment year beginning the year before the affidavit was recorded).
- Utah Western Desert Claims.13 Utah statutes provides that a claimant may record an affidavit in the county records within 30 days after the end of the assessment year confirming the owner's intent to maintain the claims.
In each of these states, we understand that the failure to timely record an affidavit, notice, or NOI does not result in a forfeiture of the claims, as does the failure to pay the federal claim maintenance fees by September 1. Instead, in the event of a conflict with a junior locator, the senior claimant must prove his intent to maintain the claims. This can generally be accomplished by producing a receipt showing payment of the federal claim maintenance fees to the BLM.
11 See Idaho Code § 47-606. 12 See Nevada Revised Statute § 517.230. 13 See Utah Code Ann. § 40-1-6.
Comment: It appears that each Ounces High Exploration Inc., Hawkstone Nevada Inc., and Roughead Resources Inc. have timely recorded an affidavit, notice or NOI in the relevant county records annually for the Unpatented Claims since the claims where located.
12. Unpatented Claim Validity - Discovery of a Valuable Mineral.
Under federal law, the validity (as opposed to the ownership) of an unpatented mining claim is contingent upon the existence of a "discovery" of "valuable minerals" therein. These are terms and requirements that have been interpreted and applied in case law over the years under varying tests, but in short, the claim must contain demonstrable mineralization valuable enough that a reasonably prudent operator would and could mine and sell the ore at a reasonable profit. The federal government is free at any time to challenge the Unpatented Claims on the basis of no discovery of a valuable mineral. Likewise, a rival locator could challenge the existence of a claimant's discovery (subject to pedis possessio and other defenses). Such disputes if and when raised are complicated, time consuming, and highly fact dependent. We have no way of knowing from the title information examined whether or not the required discovery exists on any of the Unpatented Claims. If a claim does not include a discovery of a valuable mineral deposit, such claim is invalid under the Mining Law, and accordingly, a claimant would not have a vested interest in the claim.
Comment: Primarily advisory.
13. Unpatented Claims - Placer vs. Lode Deposits
Validity of an unpatented mining claim may also depend on the type of deposit. Lode claims must be used for lode-type deposits and placer claims must be used for placer-type deposits. A lode claim covering a placer deposit is invalid, and a placer claim staked for a lode or vein is invalid. Whether the deposit is lode or placer is a question of fact that depends on many factors, most of them geologic in nature. The Unpatented Claims consist of exclusively lode claims.
Comment: Primarily advisory. We assume that the deposits for which the Unpatented Claims have been located properly to support the type of claim used to cover lode deposits, but we have not confirmed this assumption from the title records examined; further geologic or a site inspection would be required. To the extent geologic data reveals a conflict on whether the Unpatented Claims are properly located as lode claims, further review and analysis is advisable.
14. Unpatented Claims - Co-Existing Nonlocatable Minerals
We note that the Unpatented Claims only extend to minerals deemed to be "locatable minerals" under the Mining Law, which includes gold, which we understand such claims are intended to cover. For your information, oil and gas, coal, certain other hydrocarbon and fertilizer
minerals, geothermal resources, and common varieties of sand, gravel and stone that might exist within the boundaries of the Unpatented Claims are not subject to appropriation under the mining laws and have not been appropriated by location of the Unpatented Claims. These minerals and resources, if they exist in the Unpatented Claims, are retained by the United States and are subject to disposition under the Mineral Leasing Act of 1920, the Geothermal Steam Act of 1970, and the Materials Act of 1947.
There may also exist within the Unpatented Claims, now or at some time in the future, leases or authorizations granted by the United States for the development of such retained minerals, notwithstanding the existence of the Unpatented Claims. Federal multiple mineral development regulations exist to govern any situations where a federal mining claimant and a federal mineral lease might both wish to develop the same land. Under such regulations, the Hawkstone entities would generally receive notice regarding such potential activities and the opportunity to be involved in further procedures regarding such multiple uses.
Comment: Primarily advisory. To the extent conflicting uses arise during exploration or development, further review and analysis would be advisable at that time.
15. Unpatented Claims - Conflicting Surface Uses.
As indicated, the Unpatented Claims remain subject to the paramount title of the United States. As part of this limitation, the United States retains the right to allow others to use the surface resources (such as grazing, range improvements, recreation, roads, timber harvesting, etc.) within the Unpatented Claims, provided such uses do not materially interfere with exploration or mining operations on the Unpatented Claims. In addition, the government could grant additional surface authorizations in the future notwithstanding the existence of the Unpatented Claims. We note that within national forest areas, where we understand the Lone Pine Claims in Idaho are situated, the U.S. Forest Service administers the surface of the federal lands rather than the BLM. Similar to the lease of other mineral interests, the Hawkstone entities would generally receive notice regarding particular authorizations for such potential activities and the opportunity to be involved in further procedures regarding such activities before such approvals.
Comment: Primarily advisory. To the extent conflicting uses arise during exploration or development, further review and analysis would be advisable at that time.
16. Idaho - Land Withdrawals from Mineral Location.
Based on our review of the Master Title Plat and a Decision Notice in the BLM Lead File for the LP-01 through LP-075 included in the Lone Peak Claims in Idaho, certain federal lands within Section 17, Township 22 North, Range 21 East have been withdrawn from mineral entry. These areas include the federal lands adjacent to the Patented Claims owned by Ounces High Exploration Inc. and the U.P. Lake Recreation Area, approximately 21.69 acres, more or less, in the W/2 of Lot 6 of Section 17, Township 22 North, Range 21 East, which was withdrawn from the Mining Law under Public Land Order 4503. We separately note that to the north, approximately 40.00 acres, more or less, have also been withdrawn from mineral entry in the E/2SE/4SW/4 and W/2SW/4SE/4 of Section 8, Township 22 North, Range 21 East, for the Wallace Lake Recreation Area, under Public Land Order 4503.
While such federal land and mineral entry closures are not necessarily problematic, it simply means that such lands are not subject to appropriation under the Mining Law, although under certain conditions, the end and side lines of unpatented mining claims may extend over such lands. Accordingly, if any of the LP-01 through LP-075 take in lands that have been closed to mineral entry prior to the claim being located, such claim would either (1) not include any of the lands closed to mineral entry, provided the point of discovery is located on lands that are open for mineral entry, or (2) could be determined to be invalid if the point of discovery is located within the closed lands.
The BLM Decision Notice does not identify any specific claims that are invalid as a matter of law but cautions that these areas of land have been closed to mineral location and to the extent the claims overlap these lands, Ounces High Exploration Inc. does not have any rights. BLM, therefore, recommends that Ounces High Exploration Inc. complete a further review of the LP-01 through LP-075 claims to confirm the company does not inadvertently trespass on these lands.
Comment: Primarily advisory. Ounces High Exploration Inc. should avoid locating any claims that could overlap the areas that have been withdrawn from mineral entry or conduct further review prior to such location to confirm compliance with federal and state requirements and avoid any trespass claims.
C. Liens and Litigation.
Except for the review reflected in the Wolcott Reports and CT Reports, we have not conducted a comprehensive or otherwise exhaustive review for any pending litigation, judgments, liens and security interests, and to the extent any litigation, judgments or liens were identified, we have not reviewed the underlying documents or any related proceedings. Based on such review, Ounces High Exploration Inc., Hawkstone Nevada Inc., and Roughead Resources Inc. do not appear to be a party to a pending state, federal, or bankruptcy court action, and the Tenements do not appear to be subject to any liens or judgments.
D. Permitting and Land Use Restrictions.
This report does not address the necessity or existence of any federal, state or local permits or approvals to conduct exploration or mining operations on the Tenements. We have not examined any relevant BLM or U.S. Forest Service land use plan to determine whether any restrictions exist as to the conduct of mining and mining-related activities on the Tenements, or local restrictions in the Lemhi County, Idaho; Eureka and White Pine Counties, Nevada; and Box Elder County, Utah in which the Tenements are located.
E. Environmental.
We have not attempted to determine whether the Tenements are in compliance with applicable environmental laws or whether there are any environmental liabilities or existing contamination associated with the Tenements. To the extent any project covers a historic mining site, there is significant potential for mining-related contamination. To the extent that such contamination exists and to the extent that clean-up is required, the Hawkstone entity that owns or holds such Tenement could be subject to liability for some clean-up costs.
Furthermore, use of the Tenements are subject to federal and state environmental laws, and title to the Tenements does not obviate application of those laws. As a nonexhaustive list, environmental considerations include the following: exploration and mining permit requirements from the Idaho Department of Lands, Nevada Division of Minerals of the Commission on Mineral Resources, and Utah Division of Oil, Gas, and Mining (for all Tenements) and BLM or the Forest Service (for Unpatented Claims), the requirement of posting appropriate reclamation bonds, compliance with air and water quality regulations, and compliance with the Endangered Species Act.
F. Rights of Indigenous Peoples.
From the Wolcott Reports, we understand that none of the Tenements are located within an Indian Reservation or reserve. However, some Tribes in Idaho, Utah, and Nevada may have off-reservation hunting and fishing and other federal treaty rights that might be applicable or affected. Also, there are state and federal laws, including the consultation requirements under the National Historic Preservation Act, 54 U.S.C. §§ 300101 et seq., that protect ancient artifacts and Native American remains, and as a result, each of the projects could be subject to further review and requirements during permitting. Additionally, the Utah State Lease contains specific cultural, archeological, paleontological, and antiquities resource terms and conditions, including requiring a Cultural Resources Survey prior to any surface disturbing activity. While permitting requirements and/or discovery of such artifacts or remains triggers reporting requirements together with time for officials to protect and remove such artifacts and remains, such discoveries do not result in transfer of title and do not generally result in prohibition of exploration or extraction activities.
G. Access.
We have not attempted to verify the existence of ingress and egress rights to and from the Tenements; however, we have seen nothing to indicate the absence of such rights.
H. Water Rights.
We have not ascertained the existence, extent, or ownership of any water rights relating to the Tenements, or the water rights that would be required for any operations on the Tenements.
I. Extralateral Rights.
The Mining Law provides that a locator of a valid mining claim acquires the right to "all veins, lodes, and ledges throughout their entire depth, the top or apex of which lies inside of such surface lines extended downward vertically although such veins, lodes, or ledges may so far depart from a perpendicular in their course downward as to extend outside the vertical sidelines of such surface locations." 30 U.S.C. § 26. We have been provided no information regarding any such extralateral rights and this report does not ascertain the existence, extent, or ownership of any extralateral rights associated with the Tenements, or as to whether any such extralateral right might attach to the Tenements.
J. Taxes.
We have not completed a comprehensive tax review, but we note the following:
- The Patented Claims are subject to Idaho real property tax. From the Wolcott Reports, Lot Book Report, and CT Reports, we understand that property taxes assessed and due and owing against the Patented Claims have been paid through 2020 and there are no outstanding liens recorded against the Patented Claims for the nonpayment of any property or other tax. Property taxes for 2021 are currently accruing but are not yet due and payable.
- In general, no ad valorem or property taxes are assessed on unpatented mining claims at the state level, although any improvements on unpatented mining claims can be taxed. We are unaware of whether there are any taxable improvements that could be subject to tax. The Wolcott Reports similarly confirm that the Unpatented Claims are not taxed in Lemhi County, Idaho; White Pine or Eureka Counties, Nevada; or the Box Elder County, Utah.
K. Improvements, Fixtures, and Personal Property.
This report does not address ownership of any improvements, structures, fixtures, equipment or other items on or within the Tenements that may be characterized as personal property.
VII. EFFECTIVE DATE; RESERVATIONS, QUALIFICATIONS AND DISCLAIMERS; LIMITS TO SCOPE OF REPORT
A. Effective Date. Except as otherwise indicated, our review was limited to the documents set forth in Section II, and our review is limited and effective as of the date and time of such documents. We disclaim any responsibility for information contained in documents outside of the documents referenced in Section II or provided after that date, except as specifically identified as reviewed in this report. Documents not identified in this report have not been available to us or otherwise reviewed by us within the time available to complete this limited due diligence review; therefore, responsibility for information contained therein is disclaimed.
B. Other Limitations.
1. Examination of Records. This Report is based solely on our limited examination of the title information specifically described above and is subject to all of the comments, qualifications and exceptions contained herein. Except as otherwise noted, we have not independently completed a chain of title or other comprehensive title review of the Tenements. We have not directly examined all the original records with respect to the Tenements, nor have we physically visited and inspected the files or records, or conducted an exhaustive or record title (i.e. chain of title search and review) of the online BLM or public records in Lemhi County, Idaho; Eureka and White Pine Counties, Nevada; and Box Elder County, Utah recorder's office. Except as expressly noted in this report, we have assumed that:
a. Any and all documents provided by Wolcott, LLC are sufficiently complete and accurate copies of the original documents, including signatures for the purposes of this limited report;
b. The mining claims included within the Tenements were located and maintained in compliance with elements of state and federal law that cannot be determined from record title and/or the documents provided;
c. No document was executed by mistake or under fraud or duress;
d. All factual statements contained in the documents are accurate;
e. Any natural person or entity identified in a document (such as a trust, corporation, or partnership) is the same person or entity that is identified by the same name in any other document, was duly organized and validly existing, and had the legal right, capability, and authority to acquire, hold, and convey interests in the Tenements at the time it did so;
f. All acknowledged documents were duly acknowledged before a notary public or other official licensed to do so;
g. The marital status of any person was as stated in each document;
h. Any court order referred to in a document was and remains valid;
and
i. Title to the Tenements is subject to any unrecorded established and existing roads, licenses, easements, and rights-of-way.
2. Security Interests or Other Matters of Record. We did not conduct a comprehensive public records search for security interest filings involving the Tenements under real property law or the Uniform Commercial Code, except as discussed above and in Exhibit D. We make no conclusions about any security interests, royalties, liens, or other encumbrances respecting the Tenements that would be revealed by a further search of public records or other further inquiry.
3. Certain Other Matters Excluded from Scope of Report. This limited title status review does not include and is further subject to the following exceptions and limitations, of which we express no opinion regarding:
a. Any fact or record that may be revealed upon a chain of title, comprehensive review of title, or review of the county records for the Tenements;
b. Any fact or record regarding the unpatented mining claims that may be revealed upon a review of the certificates of location, claim maps, BLM files, or county records, and any required filings;
c. Any fact affecting the validity of any unpatented mining claim, including any conflicting or overlapping claim or property issues, or any terms or conditions of any agreement not provided by Hawkstone or by Wolcott, LLC from review of the public records;
d. Matters of fact not disclosed by the documents in Section II that vary from statutorily permitted presumptions of fact or statutorily created prima facie evidence of facts;
e. Whether any portion of the Tenements constitutes navigable waters or submerged or tidally-influenced lands, subject to a claim of ownership a State or the United States of America;
f. Any claim of right to use, occupancy, possession or title based on Tribal treaty or other Native American aboriginal or legal rights;
g. Possessory rights, discrepancies of survey or location, or matters that may be revealed upon a surface or site inspection, including but not limited to any claims of title by persons in actual possession of all or any part of the lands under examination, or easements or encroachments of any nature whatsoever that are not part of the documents noted in Section II but which may have been discovered by direct observation, the adequacy of the monuments described on the Certificates of Location, whether any of the claims have been overstaked on the ground by a third party, to what degree they may overlap another or contain fractions, or whether the actual location corresponds to the claim map required by federal law, and any fact or circumstance, such as adverse possession, or easements or encroachments that are not part of the Section II documents but which might be disclosed by a ground examination or a review of the public records;
h. Any matters related to access to the Tenements, compliance with state and federal laws affecting the right to mine, or the adequacy of the mineral discovery, if any, on the Tenements;
i. Any matters related to the availability of water and water rights (except as expressly set out in this report) to support mining operations on the Tenements; and
j. Matters concerning the possible effect of National Forest, BLM or other federal, state, or local land or resource use or management plans, pertinent zoning ordinances, and the effect, if any, of environmental protection, consumer credit, truth-in-lending, securities, and similar laws and regulations of general application.
C. Unrecorded Documents. We have not been provided with copies of any documents not of record, except as expressly noted.
D. Errors and Omissions of Public Officials and Staff. Excluded from this report are documents that were not discovered by reason of errors, omissions, and inaccuracies which may exist in the indexing of the public records examined. We are not otherwise responsible for errors and omissions of public officials or staff at the Lemhi County, Idaho; Eureka and White Pine Counties, Nevada; and Box Elder County, Utah recorders' offices, BLM State Office, or other offices who maintain or provided documents in response to our requests.
E. Access/Mining Rights/Water Rights. We render no opinion concerning access to the property, compliance with state and federal laws affecting the right to mine, or the adequacy of the mineral discovery, if any, on the Tenements. We render no opinion concerning the availability of water and water rights to support mining operations on the Tenements.
F. Regulatory Matters and Effects. Excluded from this report are matters concerning the possible effect of National Forest, BLM or other federal, state, or local land or resource use or management plans, pertinent zoning ordinances, and the effect, if any, of environmental protection, consumer credit, truth-in-lending, securities, and similar laws and regulations of general application.
VIII. LIMITS ON USE OF REPORT
Perkins Coie is not a title insurance company and we have not undertaken to insure or warrant title to any property which is the subject of this update letter. This report is subject to and incorporates all exclusions, qualifications, limitations, disclaimers, and other provisions stated herein.
No member of this firm has any legal, equitable or beneficial ownership in the Tenements. The firm's compensation for the preparation of this report is not contingent on the substance of this report or on any predetermined outcome with regard to the ownership or conditions of the Tenements.
This report was prepared for the use and benefit of Hawkstone in connection with the Spin-Out transaction described in the first paragraph of this report, and inclusion of the report in the Notice of Meeting to be issued by Hawkstone and in the Prospectus to be issued by Diablo Resources Limited in relation to the subject transaction, as described in the first paragraph of this report. This report may not be used or relied upon for any other purpose without the prior written consent of Perkins Coie LLP.
Sincerely,
Stephanie M. Regenold Idaho State Bar No. 9428
cc: Bob Maynard, Idaho State Bar No. 5537 Andrea Driggs, Nevada State Bar No. 15211 Liana Spendlove, Utah State Bar No. 15346
EXHIBIT A
LEGAL DESCRIPTION OF TENEMENTS
Attached To and Made a Part of That Certain Title Report Prepared for Hawkstone Mining Ltd. Dated August 3, 2021.
Schedule 1 - State of Idaho Property Interests
The following interests are owned or held by Ounces High Exploration Inc.:
Patented Mining Claims.
U.P. & Burlington Lode, Mineral Survey 1602, Eureka Mining District, located in Section 17, Township 22 North, Range 21 East, Boise Meridian, Lemhi County, Idaho.
Federal Unpatented Mining Claims.
The following federal unpatented lode mining claims located in Lemhi County, Idaho, including the recently located claims discussed in Comment VI.B.3:
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 1. | ID101618087 | IMC230325 | LP-001 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 08 0220N 0210E 018 | SE | |||||
| 2. | ID101618088 | IMC230326 | LP-002 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 08 0220N 0210E 018 | SE | |||||
| 3. | ID101618089 | IMC230327 | LP-003 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 08 0220N 0210E 018 | SE | |||||
| 08 0220N 0210E 019 | NE | |||||
| 08 0220N 0210E 020 | NW |
14 We note that the BLM has been transitioning their Land & Mineral System Report system for mining claims to a new mining claim recordation system beginning on January 25, 2021 and as a result, some claims filed before the system transition include a BLM assigned serial register number under the prior land system, and a new BLM assigned serial register number under the new MLRS mining claims module.
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 4. | ID101618090 | IMC230328 | LP-004 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 08 0220N 0210E 019 | NE | |||||
| 08 0220N 0210E 020 | NW | |||||
| 5. | ID101618091 | IMC230329 | LP-005 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 08 0220N 0210E 020 | NW | |||||
| 6. | ID101618092 | IMC230330 | LP-006 | 11/20/2019 | 08 0220N 0210E 018 | NE |
| 7. | ID101618093 | IMC230331 | LP-007 | 11/20/2019 | 08 0220N 0210E 008 | SW |
| 08 0220N 0210E 017 | NW | |||||
| 08 0220N 0210E 018 | NE | |||||
| 8. | ID101618094 | IMC230332 | LP-008 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| 08 0220N 0210E 018 | NE | |||||
| 9. | ID101618095 | IMC230333 | LP-009 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| 08 0220N 0210E 018 | NE | |||||
| 10. | ID101618096 | IMC230334 | LP-010 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| 08 0220N 0210E 018 | NE | |||||
| SE | ||||||
| 11. | ID101618097 | IMC230335 | LP-011 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| 12. | ID101618098 | IMC230336 | LP-012 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| SW | ||||||
| 08 0220N 0210E 018 | NE | |||||
| SE | ||||||
| 13. | ID101618099 | IMC230337 | LP-013 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| 14. | ID101618883 | IMC230338 | LP-014 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| SW | ||||||
| 08 0220N 0210E 018 | SE | |||||
| 15. | ID101618884 | IMC230339 | LP-015 | 11/20/2019 | 08 0220N 0210E 017 | NW |
| SW | ||||||
| 16. | ID101618885 | IMC230340 | LP-016 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 17. | ID101618886 | IMC230341 | LP-017 | 11/20/2019 | 08 0220N 0210E 017 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 18. | ID101618887 | IMC230342 | LP-018 | 11/20/2019 | 08 0220N 0210E 017 | SW |
| 19. | ID101618888 | IMC230343 | LP-019 | 11/20/2019 | 08 0220N 0210E 017 | SE |
| SW | ||||||
| 20. | ID101618889 | IMC230344 | LP-020 | 11/21/2019 | 08 0220N 0210E 017 | SW |
| 21. | ID101618890 | IMC230345 | LP-021 | 11/21/2019 | 08 0220N 0210E 017 | SE |
| SW | ||||||
| 22. | ID101618891 | IMC230346 | LP-022 | 11/21/2019 | 08 0220N 0210E 017 | SE |
| SW | ||||||
| 08 0220N 0210E 020 | NW | |||||
| 23. | ID101618892 | IMC230347 | LP-023 | 11/21/2019 | 08 0220N 0210E 017 | SE |
| 24. | ID101618893 | IMC230348 | LP-024 | 11/21/2019 | 08 0220N 0210E 017 | SE |
| SW | ||||||
| 08 0220N 0210E 020 | NE | |||||
| NW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 25. | ID101618894 | IMC230349 | LP-025 | 11/21/2019 | 08 0220N 0210E 017 | SE |
| 08 0220N 0210E 020 | NE | |||||
| 26. | ID101618895 | IMC230350 | LP-026 | 11/21/2019 | 08 0220N 0210E 017 | SE |
| 08 0220N 0210E 020 | NE | |||||
| NW | ||||||
| 27. | ID101618896 | IMC230351 | LP-027 | 11/21/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 017 | SE | |||||
| 08 0220N 0210E 020 | NE | |||||
| 28. | ID101618897 | IMC230352 | LP-028 | 11/21/2019 | 08 0220N 0210E 020 | NE |
| NW | ||||||
| 29. | ID101618898 | IMC230353 | LP-029 | 11/21/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 017 | SE | |||||
| 08 0220N 0210E 020 | NE | |||||
| 08 0220N 0210E 021 | NW | |||||
| 30. | ID101618899 | IMC230354 | LP-030 | 11/21/2019 | 08 0220N 0210E 020 | NE |
| 31. | ID101618900 | IMC230355 | LP-031 | 11/21/2019 | 08 0220N 0210E 020 08 0220N 0210E 021 |
NE NW |
| 32. | ID101618901 | IMC230356 | LP-032 | 11/21/2019 | 08 0220N 0210E 020 | NE |
| 33. | ID101618902 | IMC230357 | LP-033 | 11/21/2019 | 08 0220N 0210E 020 | NE |
| 08 0220N 0210E 021 | NW | |||||
| 34. | ID101619670 | IMC230358 | LP-034 | 11/21/2019 | 08 0220N 0210E 020 | NE |
| SE | ||||||
| 08 0220N 0210E 021 | NW | |||||
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 35. | ID101619671 | IMC230359 | LP-035 | 11/21/2019 | 08 0220N 0210E 021 | NW |
| 36. | ID101619672 | IMC230360 | LP-036 | 11/21/2019 | 08 0220N 0210E 020 | NE |
| SE | ||||||
| 08 0220N 0210E 021 | NW | |||||
| SW | ||||||
| 37. | ID101619673 | IMC230361 | LP-037 | 11/21/2019 | 08 0220N 0210E 021 | NW |
| SW | ||||||
| 38. | ID101619674 | IMC230362 | LP-038 | 11/21/2019 | 08 0220N 0210E 020 | SE |
| 08 0220N 0210E 021 | NW | |||||
| SW | ||||||
| 39. | ID101619675 | IMC230363 | LP-039 | 11/21/2019 | 08 0220N 0210E 017 | NE |
| NW | ||||||
| 40. | ID101619676 | IMC230364 | LP-040 | 11/21/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 017 | NE | |||||
| 41. | ID101619677 | IMC230365 | LP-041 | 11/22/2019 | 08 0220N 0210E 017 | NE |
| NW | ||||||
| 42. | ID101619678 | IMC230366 | LP-042 | 11/22/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 017 | NE | |||||
| 43. | ID101619679 | IMC230367 | LP-043 | 11/22/2019 | 08 0220N 0210E 017 | NE |
| NW | ||||||
| 44. | ID101619680 | IMC230368 | LP-044 | 11/22/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 016 | NW | |||||
| 08 0220N 0210E 017 | NE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 45. | ID101619681 | IMC230369 | LP-045 | 11/22/2019 | 08 0220N 0210E 017 | NE |
| SE | ||||||
| 46. | ID101619682 | IMC230370 | LP-046 | 11/22/2019 | 08 0220N 0210E 016 | NW |
| 08 0220N 0210E 017 | NE | |||||
| 47. | ID101619683 | IMC230371 | LP-047 | 11/22/2019 | 08 0220N 0210E 017 | NE |
| SE | ||||||
| 48. | ID101619684 | IMC230372 | LP-048 | 11/22/2019 | 08 0220N 0210E 016 | NW |
| 08 0220N 0210E 017 | NE | |||||
| 49. | ID101619685 | IMC230373 | LP-049 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 017 | NE | |||||
| SE | ||||||
| 50. | ID101619686 | IMC230374 | LP-050 | 11/22/2019 | 08 0220N 0210E 016 | NW |
| SW | ||||||
| 08 0220N 0210E 017 | NE | |||||
| SE | ||||||
| 51. | ID101619687 | IMC230375 | LP-051 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 017 | SE | |||||
| 52. | ID101619688 | IMC230376 | LP-052 | 11/22/2019 | 08 0220N 0210E 016 | NW |
| SW | ||||||
| 53. | ID101619689 | IMC230377 | LP-053 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 017 | SE | |||||
| 54. | ID101619690 | IMC230378 | LP-054 | 11/22/2019 | 08 0220N 0210E 016 | NW |
| SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 55. | ID101860464 | IMC230379 | LP-055 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 017 | SE | |||||
| 56. | ID101860465 | IMC230380 | LP-056 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 57. | ID101860466 | IMC230381 | LP-057 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 021 | NW | |||||
| 58. | ID101860467 | IMC230382 | LP-058 | 11/22/2019 | 08 0220N 0210E 016 | SE |
| SW | ||||||
| 59. | ID101860468 | IMC230383 | LP-059 | 11/22/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 021 | NW | |||||
| 60. | ID101860469 | IMC230384 | LP-060 | 11/22/2019 | 08 0220N 0210E 016 | SE |
| SW | ||||||
| 61. | ID101860470 | IMC230385 | LP-061 | 11/23/2019 | 08 0220N 0210E 016 | SW |
| 08 0220N 0210E 021 | NW | |||||
| 62. | ID101860471 | IMC230386 | LP-062 | 11/23/2019 | 08 0220N 0210E 021 | NE |
| NW | ||||||
| 63. | ID101860472 | IMC230387 | LP-063 | 11/23/2019 | 08 0220N 0210E 021 | NE |
| NW | ||||||
| 64. | ID101860473 | IMC230388 | LP-064 | 11/23/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 009 | SW | |||||
| 65. | ID101860474 | IMC230389 | LP-065 | 11/23/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 009 | SW | |||||
| 66. | ID101860475 | IMC230390 | LP-066 | 11/23/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 009 | SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 67. | ID101860476 | IMC230391 | LP-067 | 11/23/2019 | 08 0220N 0210E 008 | SE |
| 08 0220N 0210E 009 | SW | |||||
| 08 0220N 0210E 016 | NW | |||||
| 08 0220N 0210E 017 | NE | |||||
| 68. | ID101860477 | IMC230392 | LP-068 | 11/23/2019 | 08 0220N 0210E 009 | SW |
| 08 0220N 0210E 016 | NW | |||||
| 69. | ID101860478 | IMC230393 | LP-069 | 11/23/2019 | 08 0220N 0210E 009 | SW |
| 08 0220N 0210E 016 | NW | |||||
| 70. | ID101860479 | IMC230394 | LP-070 | 11/23/2019 | 08 0220N 0210E 016 | NW |
| 71. | ID101860480 | IMC230395 | LP-071 | 11/23/2019 | 08 0220N 0210E 016 | NE |
| NW | ||||||
| 72. | ID101860481 | IMC230396 | LP-072 | 11/23/2019 | 08 0220N 0210E 016 | NE |
| NW | ||||||
| SW | ||||||
| 73. | ID101860482 | IMC230397 | LP-073 | 11/23/2019 | 08 0220N 0210E 016 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 74. | ID101860483 | IMC230398 | LP-074 | 11/23/2019 | 08 0220N 0210E 016 | NE |
| SE | ||||||
| SW | ||||||
| 75. | ID101860484 | IMC230399 | LP-075 | 11/23/2019 | 08 0220N 0210E 016 | SE |
| 76. | ID101571705 | IMC232932 | LP EXT-076 | 9/1/2020 | 08 0220N 0200E 013 | SE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0200E 024 | NE | |||||
| 77. | ID101571706 | IMC232933 | LP EXT-077 | 9/1/2020 | 08 0220N 0200E 013 | SE |
| 08 0220N 0200E 024 | NE | |||||
| 78. | ID101571707 | IMC232934 | LP EXT-078 | 9/1/2020 | 08 0220N 0200E 024 | NE |
| 79. | ID101571708 | IMC232935 | LP EXT-079 | 9/1/2020 | 08 0220N 0200E 013 | SE |
| 08 0220N 0200E 024 | NE | |||||
| 08 0220N 0210E 018 | SW | |||||
| 08 0220N 0210E 019 | NW | |||||
| 80. | ID101571709 | IMC232936 | LP EXT-080 | 9/1/2020 | 08 0220N 0200E 024 | NE |
| 81. | ID101571710 | IMC232937 | LP EXT-081 | 9/1/2020 | 08 0220N 0200E 024 | NE |
| 08 0220N 0210E 018 | SW | |||||
| 08 0220N 0210E 019 | NW | |||||
| 82. | ID101571711 | IMC232938 | LP EXT-082 | 9/1/2020 | 08 0220N 0200E 024 | NE |
| 08 0220N 0210E 019 | NW | |||||
| 83. | ID101571712 | IMC232939 | LP EXT-083 | 9/1/2020 | 08 0220N 0200E 024 | NE |
| 08 0220N 0210E 019 | NW | |||||
| 84. | ID101571713 | IMC232940 | LP EXT-084 | 9/1/2020 | 08 0220N 0200E 024 | NE |
| SE | ||||||
| 08 0220N 0210E 019 | NW | |||||
| 85. | ID101571714 | IMC232941 | LP EXT-085 | 9/1/2020 | 08 0220N 0210E 019 | NW |
| 86. | ID101571715 | IMC232942 | LP EXT-086 | 9/1/2020 | 08 0220N 0210E 019 | NW |
| 87. | ID101571716 | IMC232943 | LP EXT-087 | 9/1/2020 | 08 0220N 0210E 019 | NW |
| 88. | ID101571717 | IMC232944 | LP EXT-088 | 9/1/2020 | 08 0220N 0200E 024 | SE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 019 | NW | |||||
| SW | ||||||
| 89. | ID101571718 | IMC232945 | LP EXT-089 | 9/1/2020 | 08 0220N 0210E 019 | NW |
| SW | ||||||
| 90. | ID101571719 | IMC232946 | LP EXT-090 | 9/1/2020 | 08 0220N 0210E 019 | SW |
| 91. | ID101571720 | IMC232947 | LP EXT-091 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| NW | ||||||
| SW | ||||||
| 92. | ID101571721 | IMC232948 | LP EXT-092 | 9/1/2020 | 08 0220N 0210E 019 | SW |
| 93. | ID101571722 | IMC232949 | LP EXT-093 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 94. | ID101572921 | IMC232950 | LP EXT-094 | 9/1/2020 | 08 0220N 0210E 019 | SW |
| 95. | ID101572922 | IMC232951 | LP EXT-095 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| SW | ||||||
| 96. | ID101572923 | IMC232952 | LP EXT-096 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| SW | ||||||
| 08 0220N 0210E 030 | NW | |||||
| 97. | ID101572924 | IMC232953 | LP EXT-097 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| SW | ||||||
| 98. | ID101572925 | IMC232954 | LP EXT-098 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 030 | NE | |||||
| NW | ||||||
| 99. | ID101572926 | IMC232955 | LP EXT-099 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 100. | ID101572927 | IMC232956 | LP EXT-100 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 030 | NE | |||||
| NW | ||||||
| 101. | ID101572928 | IMC232957 | LP EXT-101 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 030 | NE | |||||
| 102. | ID101572929 | IMC232958 | LP EXT-102 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 030 | NE | |||||
| 103. | ID101572930 | IMC232959 | LP EXT-103 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | SW | |||||
| 08 0220N 0210E 029 | NW | |||||
| 08 0220N 0210E 030 | NE | |||||
| 104. | ID101572931 | IMC232960 | LP EXT-104 | 9/1/2020 | 08 0220N 0210E 029 | NW |
| 08 0220N 0210E 030 | NE | |||||
| 105. | ID101572932 | IMC232961 | LP EXT-105 | 9/1/2020 | 08 0220N 0210E 029 | NW |
| 08 0220N 0210E 030 | NE | |||||
| 106. | ID101572933 | IMC232962 | LP EXT-106 | 9/1/2020 | 08 0220N 0210E 029 | NW |
| 08 0220N 0210E 030 | NE | |||||
| 107. | ID101572934 | IMC232963 | LP EXT-107 | 9/1/2020 | 08 0220N 0210E 029 | NW |
| SW | ||||||
| 108. | ID101572935 | IMC232964 | LP EXT-108 | 9/1/2020 | 08 0220N 0210E 029 | NW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| SW | ||||||
| 109. | ID101572936 | IMC232965 | LP EXT-109 | 9/1/2020 | 08 0220N 0210E 029 | NW |
| SE | ||||||
| SW | ||||||
| 110. | ID101572937 | IMC232966 | LP EXT-110 | 9/1/2020 | 08 0220N 0210E 029 | SE |
| SW | ||||||
| 111. | ID101572938 | IMC232967 | LP EXT-111 | 9/1/2020 | 08 0220N 0200E 013 | SE |
| 08 0220N 0210E 018 | SW | |||||
| 112. | ID101572939 | IMC232968 | LP EXT-112 | 9/1/2020 | 08 0220N 0210E 018 | NW |
| SW | ||||||
| 113. | ID101572940 | IMC232969 | LP EXT-113 | 9/1/2020 | 08 0220N 0210E 018 | SW |
| 114. | ID101574125 | IMC232970 | LP EXT-114 | 9/1/2020 | 08 0220N 0210E 018 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 115. | ID101574126 | IMC232971 | LP EXT-115 | 9/1/2020 | 08 0220N 0210E 018 | SW |
| 08 0220N 0210E 019 | NW | |||||
| 116. | ID101574127 | IMC232972 | LP EXT-116 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| SW | ||||||
| 117. | ID101574128 | IMC232973 | LP EXT-117 | 9/1/2020 | 08 0220N 0210E 018 | SW |
| 08 0220N 0210E 019 | NW | |||||
| 118. | ID101574129 | IMC232974 | LP EXT-118 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 119. | ID101574130 | IMC232975 | LP EXT-119 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| SW | ||||||
| 08 0220N 0210E 019 | NE | |||||
| NW | ||||||
| 120. | ID101574131 | IMC232976 | LP EXT-120 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| SW | ||||||
| 08 0220N 0210E 019 | NE | |||||
| 121. | ID101574132 | IMC232977 | LP EXT-121 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| NW | ||||||
| 122. | ID101574133 | IMC232978 | LP EXT-122 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| 08 0220N 0210E 019 | NE | |||||
| 123. | ID101574134 | IMC232979 | LP EXT-123 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| NW | ||||||
| 124. | ID101574135 | IMC232980 | LP EXT-124 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| 08 0220N 0210E 019 | NE | |||||
| 125. | ID101574136 | IMC232981 | LP EXT-125 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| NW | ||||||
| 126. | ID101574137 | IMC232982 | LP EXT-126 | 9/1/2020 | 08 0220N 0210E 018 | SE |
| 08 0220N 0210E 019 | NE | |||||
| 127. | ID101574138 | IMC232983 | LP EXT-127 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| SE | ||||||
| 128. | ID101574139 | IMC232984 | LP EXT-128 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| 08 0220N 0210E 020 | NW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 129. | ID101574140 | IMC232985 | LP EXT-129 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| SE | ||||||
| 130. | ID101574141 | IMC232986 | LP EXT-130 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| 08 0220N 0210E 020 | NW | |||||
| 131. | ID101574142 | IMC232987 | LP EXT-131 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| SE | ||||||
| 132. | ID101574143 | IMC232988 | LP EXT-132 | 9/1/2020 | 08 0220N 0210E 019 | NE |
| SE | ||||||
| 08 0220N 0210E 020 | NW | |||||
| SW | ||||||
| 133. | ID101574144 | IMC232989 | LP EXT-133 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | SW | |||||
| 134. | ID101574145 | IMC232990 | LP EXT-134 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | NW | |||||
| SW | ||||||
| 135. | ID101571723 | IMC232991 | LP EXT-135 | 9/1/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | SW | |||||
| 136. | ID101571724 | IMC232992 | LP EXT-136 | 9/1/2020 | 08 0220N 0210E 020 | NW |
| SW | ||||||
| 137. | ID101571725 | IMC232993 | LP EXT-137 | 9/2/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | SW | |||||
| 138. | ID101571726 | IMC232994 | LP EXT-138 | 9/2/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 139. | ID101571727 | IMC232995 | LP EXT-139 | 9/2/2020 | 08 0220N 0210E 019 | SE |
| 08 0220N 0210E 020 | SW | |||||
| 08 0220N 0210E 029 | NW | |||||
| 140. | ID101571728 | IMC232996 | LP EXT-140 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| SW | ||||||
| 141. | ID101571729 | IMC232997 | LP EXT-141 | 9/2/2020 | 08 0220N 0210E 020 | SW |
| 08 0220N 0210E 029 | NW | |||||
| 142. | ID101571730 | IMC232998 | LP EXT-142 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| SW | ||||||
| 143. | ID101571731 | IMC232999 | LP EXT-143 | 9/2/2020 | 08 0220N 0210E 020 | SW |
| 08 0220N 0210E 029 | NW | |||||
| 144. | ID101571732 | IMC233000 | LP EXT-144 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| SW | ||||||
| 08 0220N 0210E 029 | NW | |||||
| 145. | ID101571733 | IMC233001 | LP EXT-145 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| NW | ||||||
| 146. | ID101571734 | IMC233002 | LP EXT-146 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| SW | ||||||
| 08 0220N 0210E 029 | NE | |||||
| NW | ||||||
| 147. | ID101571735 | IMC233003 | LP EXT-147 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| NW | ||||||
| 148. | ID101571736 | IMC233004 | LP EXT-148 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 029 | NE | |||||
| 149. | ID101571737 | IMC233005 | LP EXT-149 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| NW | ||||||
| 150. | ID101571738 | IMC233006 | LP EXT-150 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| 151. | ID101571739 | IMC233007 | LP EXT-151 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 152. | ID101571740 | IMC233008 | LP EXT-152 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| 153. | ID101571741 | IMC233009 | LP EXT-153 | 9/2/2020 | 08 0220N 0210E 029 | NE |
| SE | ||||||
| 154. | ID101571742 | IMC233010 | LP EXT-154 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| 08 0220N 0210E 029 | NE | |||||
| 155. | ID101571743 | IMC233011 | LP EXT-155 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| 08 0220N 0210E 029 | NE | |||||
| 156. | ID101572941 | IMC233012 | LP EXT-156 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| 08 0220N 0210E 029 | NE | |||||
| SE | ||||||
| 157. | ID101572942 | IMC233013 | LP EXT-157 | 9/2/2020 | 08 0220N 0210E 029 | SE |
| 158. | ID101572943 | IMC233014 | LP EXT-158 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| SW | ||||||
| 08 0220N 0210E 029 | NE | |||||
| SE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 159. | ID101572944 | IMC233015 | LP EXT-159 | 9/2/2020 | 08 0220N 0210E 018 | NE |
| NW | ||||||
| 160. | ID101572945 | IMC233016 | LP EXT-160 | 9/2/2020 | 08 0220N 0210E 018 | NE |
| 161. | ID101572946 | IMC233017 | LP EXT-161 | 9/2/2020 | 08 0220N 0210E 018 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 162. | ID101572947 | IMC233018 | LP EXT-162 | 9/2/2020 | 08 0220N 0210E 018 | NE |
| SE | ||||||
| 163. | ID101572948 | IMC233019 | LP EXT-163 | 9/2/2020 | 08 0220N 0210E 018 | NE |
| SE | ||||||
| 164. | ID101572949 | IMC233020 | LP EXT-164 | 9/2/2020 | 08 0220N 0210E 018 | SE |
| 165. | ID101572950 | IMC233021 | LP EXT-165 | 9/2/2020 | 08 0220N 0210E 020 | NW |
| 166. | ID101572951 | IMC233022 | LP EXT-166 | 9/2/2020 | 08 0220N 0210E 020 | NW |
| 167. | ID101572952 | IMC233023 | LP EXT-167 | 9/2/2020 | 08 0220N 0210E 020 | NE |
| NW | ||||||
| SW | ||||||
| 168. | ID101572953 | IMC233024 | LP EXT-168 | 9/2/2020 | 08 0220N 0210E 020 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 169. | ID101572954 | IMC233025 | LP EXT-169 | 9/2/2020 | 08 0220N 0210E 020 | NE |
| SE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| SW | ||||||
| 170. | ID101572955 | IMC233026 | LP EXT-170 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| 171. | ID101572956 | IMC233027 | LP EXT-171 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| 172. | ID101572957 | IMC233028 | LP EXT-172 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| 173. | ID101572958 | IMC233029 | LP EXT-173 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| 08 0220N 0210E 021 | SW | |||||
| 08 0220N 0210E 029 | NE | |||||
| 174. | ID101572959 | IMC233030 | LP EXT-174 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| 08 0220N 0210E 021 | SW | |||||
| 175. | ID101572960 | IMC233031 | LP EXT-175 | 9/2/2020 | 08 0220N 0210E 020 | SE |
| 08 0220N 0210E 021 | SW | |||||
| 08 0220N 0210E 028 | NW | |||||
| 08 0220N 0210E 029 | NE | |||||
| 176. | ID101572961 | IMC233032 | LP EXT-176 | 9/2/2020 | 08 0220N 0210E 021 | SW |
| 08 0220N 0210E 028 | NW | |||||
| 08 0220N 0210E 029 | NE | |||||
| 177. | ID101574146 | IMC233033 | LP EXT-177 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| 08 0220N 0210E 029 | NE | |||||
| 178. | ID101574147 | IMC233034 | LP EXT-178 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| 179. | ID101574148 | IMC233035 | LP EXT-179 | 9/2/2020 | 08 0220N 0210E 028 | NW |
| 180. | ID101574149 | IMC233036 | LP EXT-180 | 9/2/2020 | 08 0220N 0210E 007 | SE |
| 08 0220N 0210E 008 | SW | |||||
| 08 0220N 0210E 017 | NW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 018 | NE | |||||
| 181. | ID101574150 | IMC233037 | LP EXT-181 | 9/2/2020 | 08 0220N 0210E 021 | NW |
| SW | ||||||
| 182. | ID101574151 | IMC233038 | LP EXT-182 | 9/2/2020 | 08 0220N 0210E 021 | NE |
| NW | ||||||
| 183. | ID101574152 | IMC233039 | LP EXT-183 | 9/2/2020 | 08 0220N 0210E 016 | SE |
| SW | ||||||
| 08 0220N 0210E 021 | NW | |||||
| 184. | ID101574153 | IMC233040 | LP EXT-184 | 9/2/2020 | 08 0220N 0210E 016 | SE |
| 185. | ID101574154 | IMC233041 | LP EXT-185 | 9/2/2020 | 08 0220N 0210E 016 | SE |
| SW | ||||||
| 08 0220N 0210E 021 | NE | |||||
| NW | ||||||
| 186. | ID101574155 | IMC233042 | LP EXT-186 | 9/2/2020 | 08 0220N 0210E 016 | SE |
| 187. | ID101574156 | IMC233043 | LP EXT-187 | 9/2/2020 | 08 0220N 0210E 016 | SE |
| 08 0220N 0210E 021 | NE | |||||
| 188. | ID101574157 | IMC233044 | LP EXT-188 | 9/2/2020 | 08 0220N 0210E 015 | SW |
| 08 0220N 0210E 016 | SE | |||||
| 08 0220N 0210E 021 | NE | |||||
| 189. | ID101574158 | IMC233045 | LP EXT-189 | 9/2/2020 | 08 0220N 0210E 021 | NE |
| 190. | ID101574159 | IMC233046 | LP EXT-190 | 9/2/2020 | 08 0220N 0210E 015 | SW |
| 08 0220N 0210E 016 | SE | |||||
| 08 0220N 0210E 021 | NE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 022 | NW | |||||
| 191. | ID101574160 | IMC233047 | LP EXT-191 | 9/3/2020 | 08 0220N 0210E 008 | NE |
| SE | ||||||
| 08 0220N 0210E 009 | NW | |||||
| SW | ||||||
| 192. | ID101574161 | IMC233048 | LP EXT-192 | 9/3/2020 | 08 0220N 0210E 009 | NW |
| 193. | ID101574162 | IMC233049 | LP EXT-193 | 9/3/2020 | 08 0220N 0210E 009 | NW |
| SW | ||||||
| 194. | ID101575285 | IMC233050 | LP EXT-194 | 9/3/2020 | 08 0220N 0210E 009 | NW |
| SW | ||||||
| 195. | ID101575286 | IMC233051 | LP EXT-195 | 9/3/2020 | 08 0220N 0210E 009 | SW |
| 196. | ID101575287 | IMC233052 | LP EXT-196 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 197. | ID101575288 | IMC233053 | LP EXT-197 | 9/3/2020 | 08 0220N 0210E 009 | SW |
| 198. | ID101575289 | IMC233054 | LP EXT-198 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| SE | ||||||
| SW | ||||||
| 199. | ID101575290 | IMC233055 | LP EXT-199 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| SE | ||||||
| SW | ||||||
| 200. | ID101575291 | IMC233056 | LP EXT-200 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 201. | ID101575292 | IMC233057 | LP EXT-201 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| SW | ||||||
| 08 0220N 0210E 016 | NW | |||||
| 202. | ID101575293 | IMC233058 | LP EXT-202 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 203. | ID101575294 | IMC233059 | LP EXT-203 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| SW | ||||||
| 08 0220N 0210E 016 | NE | |||||
| NW | ||||||
| 204. | ID101575295 | IMC233060 | LP EXT-204 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 205. | ID101575296 | IMC233061 | LP EXT-205 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 08 0220N 0210E 016 | NE | |||||
| NW | ||||||
| 206. | ID101575297 | IMC233062 | LP EXT-206 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 08 0220N 0210E 016 | NE | |||||
| 207. | ID101575298 | IMC233063 | LP EXT-207 | 9/3/2020 | 08 0220N 0210E 016 | NE |
| 208. | ID101575299 | IMC233064 | LP EXT-208 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 08 0220N 0210E 010 | SW | |||||
| 08 0220N 0210E 016 | NE | |||||
| 209. | ID101575300 | IMC233065 | LP EXT-209 | 9/3/2020 | 08 0220N 0210E 016 | NE |
| 210. | ID101575301 | IMC233066 | LP EXT-210 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 08 0220N 0210E 010 | SW | |||||
| 08 0220N 0210E 015 | NW | |||||
| 08 0220N 0210E 016 | NE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 211. | ID101575302 | IMC233067 | LP EXT-211 | 9/3/2020 | 08 0220N 0210E 016 | NE |
| 212. | ID101575303 | IMC233068 | LP EXT-212 | 9/3/2020 | 08 0220N 0210E 015 | NW |
| 08 0220N 0210E 016 | NE | |||||
| 213. | ID101575304 | IMC233069 | LP EXT-213 | 9/3/2020 | 08 0220N 0210E 015 | NW |
| 08 0220N 0210E 016 | NE | |||||
| 214. | ID101575305 | IMC233070 | LP EXT-214 | 9/3/2020 | 08 0220N 0210E 015 | NW |
| 08 0220N 0210E 016 | NE | |||||
| 215. | ID101571744 | IMC233071 | LP EXT-215 | 9/3/2020 | 08 0220N 0210E 004 | SE |
| 08 0220N 0210E 009 | NE | |||||
| NW | ||||||
| 216. | ID101571745 | IMC233072 | LP EXT-216 | 9/3/2020 | 08 0220N 0210E 004 | SE |
| 08 0220N 0210E 009 | NE | |||||
| 217. | ID101571746 | IMC233073 | LP EXT-217 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| NW | ||||||
| 218. | ID101571747 | IMC233074 | LP EXT-218 | 9/3/2020 | 08 0220N 0210E 004 | SE |
| 08 0220N 0210E 009 | NE | |||||
| 219. | ID101571748 | IMC233075 | LP EXT-219 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| 220. | ID101571749 | IMC233076 | LP EXT-220 | 9/3/2020 | 08 0220N 0210E 004 | SE |
| 08 0220N 0210E 009 | NE | |||||
| 08 0220N 0210E 010 | NW | |||||
| 221. | ID101571750 | IMC233077 | LP EXT-221 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| SE | ||||||
| 222. | ID101571751 | IMC233078 | LP EXT-222 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 010 | NW | |||||
| 223. | ID101571752 | IMC233079 | LP EXT-223 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| SE | ||||||
| 224. | ID101571753 | IMC233080 | LP EXT-224 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| 08 0220N 0210E 010 | NW | |||||
| 225. | ID101571754 | IMC233081 | LP EXT-225 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| SE | ||||||
| 08 0220N 0210E 010 | NW | |||||
| SW | ||||||
| 226. | ID101571755 | IMC233082 | LP EXT-226 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| 08 0220N 0210E 010 | NW | |||||
| SW | ||||||
| 227. | ID101571756 | IMC233083 | LP EXT-227 | 9/3/2020 | 08 0220N 0210E 009 | NE |
| 08 0220N 0210E 010 | SW | |||||
| 228. | ID101571757 | IMC233084 | LP EXT-228 | 9/3/2020 | 08 0220N 0210E 010 | NW |
| SW | ||||||
| 229. | ID101571758 | IMC233085 | LP EXT-229 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 08 0220N 0210E 010 | SW | |||||
| 230. | ID101571759 | IMC233086 | LP EXT-230 | 9/3/2020 | 08 0220N 0210E 010 | NW |
| SW | ||||||
| 231. | ID101571760 | IMC233087 | LP EXT-231 | 9/3/2020 | 08 0220N 0210E 009 | SE |
| 08 0220N 0210E 010 | SW | |||||
| 232. | ID101571761 | IMC233088 | LP EXT-232 | 9/3/2020 | 08 0220N 0210E 010 | SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 233. | ID101571762 | IMC233089 | LP EXT-233 | 9/3/2020 | 08 0220N 0210E 010 | SW |
| 08 0220N 0210E 015 | NW | |||||
| 234. | ID101571763 | IMC233090 | LP EXT-234 | 9/3/2020 | 08 0220N 0210E 010 | SE |
| SW | ||||||
| 235. | ID101571764 | IMC233091 | LP EXT-235 | 9/3/2020 | 08 0220N 0210E 010 | SW |
| 08 0220N 0210E 015 | NW | |||||
| 236. | ID101572962 | IMC233092 | LP EXT-236 | 9/3/2020 | 08 0220N 0210E 010 | SE |
| SW | ||||||
| 237. | ID101572963 | IMC233093 | LP EXT-237 | 9/3/2020 | 08 0220N 0210E 010 | SW |
| 08 0220N 0210E 015 | NW | |||||
| 238. | ID101572964 | IMC233094 | LP EXT-238 | 9/3/2020 | 08 0220N 0210E 010 | SE |
| SW | ||||||
| 08 0220N 0210E 015 | NE | |||||
| NW | ||||||
| 239. | ID101572965 | IMC233095 | LP EXT-239 | 9/3/2020 | 08 0220N 0210E 003 | SW |
| 08 0220N 0210E 004 | SE | |||||
| 240. | ID101572966 | IMC233096 | LP EXT-240 | 9/3/2020 | 08 0220N 0210E 003 | SW |
| 08 0220N 0210E 004 | SE | |||||
| 241. | ID101572967 | IMC233097 | LP EXT-241 | 9/3/2020 | 08 0220N 0210E 003 | SW |
| 08 0220N 0210E 004 | SE | |||||
| 08 0220N 0210E 009 | NE | |||||
| 08 0220N 0210E 010 | NW | |||||
| 242. | ID101572968 | IMC233098 | LP EXT-242 | 9/3/2020 | 08 0220N 0210E 003 | SW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 010 | NW | |||||
| 243. | ID101572969 | IMC233099 | LP EXT-243 | 9/3/2020 | 08 0220N 0210E 003 | SW |
| 08 0220N 0210E 010 | NW | |||||
| 244. | ID101572970 | IMC233100 | LP EXT-244 | 9/3/2020 | 08 0220N 0210E 010 | NW |
| 245. | ID101572971 | IMC233101 | LP EXT-245 | 9/3/2020 | 08 0220N 0210E 010 | NE |
| NW | ||||||
| 246. | ID101572972 | IMC233102 | LP EXT-246 | 9/3/2020 | 08 0220N 0210E 010 | NE |
| NW | ||||||
| SW | ||||||
| 247. | ID101572973 | IMC233103 | LP EXT-247 | 9/3/2020 | 08 0220N 0210E 010 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 248. | ID101572974 | IMC233104 | LP EXT-248 | 9/3/2020 | 08 0220N 0210E 010 | NE |
| SE | ||||||
| SW | ||||||
| 249. | ID101572975 | IMC233105 | LP EXT-249 | 9/3/2020 | 08 0220N 0210E 010 | SE |
| 250. | ID101572976 | IMC233106 | LP EXT-250 | 9/3/2020 | 08 0220N 0210E 010 | SE |
| 251. | ID105227669 | - | LP EXT2-251 | 12/8/2020 | 08 0220N 0210E 021 | SW |
| 252. | ID105227670 | - | LP EXT2-252 | 12/8/2020 | 08 0220N 0210E 021 | SW |
| 08 0220N 0210E 028 | NW | |||||
| 253. | ID105227671 | - | LP EXT2-253 | 12/8/2020 | 08 0220N 0210E 021 | SW |
| 08 0220N 0210E 028 | NW |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 08 0220N 0210E 021 | SW | |||||
| 254. | ID105227672 | - | LP EXT2-254 | 12/8/2020 | 08 0220N 0210E 028 | NE |
| NW | ||||||
| 08 0220N 0210E 021 | SE | |||||
| SW | ||||||
| 08 0220N 0210E 028 | NE | |||||
| 255. | ID105227673 | - | LP EXT2-255 | 12/8/2020 | 08 0220N 0210E 028 | NE |
| NW | ||||||
| 08 0220N 0210E 028 | NW | |||||
| 256. | ID105227674 | - | LP EXT2-256 | 12/8/2020 | 08 0220N 0210E 022 | NE |
| 08 0220N 0210E 015 | SE | |||||
| 257. | ID105227675 | - | LP EXT2-257 | 12/8/2020 | 08 0220N 0210E 023 | NW |
| 08 0220N 0210E 014 | SW | |||||
| 08 0220N 0210E 015 | SE | |||||
| 08 0220N 0210E 022 | NE | |||||
| 258. | ID105227676 | - | LP EXT2-258 | 12/8/2020 | 08 0220N 0210E 022 | NE |
| 08 0220N 0210E 023 | NW | |||||
| 259. | ID105227677 | - | LP EXT2-259 | 12/8/2020 | 08 0220N 0210E 014 | SW |
| 08 0220N 0210E 022 | NE | |||||
| 08 0220N 0210E 023 | NW | |||||
| 260. | ID105227678 | - | LP EXT2-260 | 12/8/2020 | 08 0220N 0210E 022 | NE |
| 08 0220N 0210E 023 | NW | |||||
| 08 0220N 0210E 022 | NE |
| No. | Serial Number |
Legacy Serial Number14 |
Claim Name | Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 261. | ID105227679 | - | LP EXT2-261 | 12/8/2020 | 08 0220N 0210E 014 | SW |
| 08 0220N 0210E 023 | NW | |||||
| 262. | ID105227680 | - | LP EXT2-262 | 12/8/2020 | 08 0220N 0210E 023 | SW |
| 263. | ID105227681 | - | LP EXT2-263 | 12/8/2020 | 08 0220N 0210E 023 | SE |
| SW | ||||||
| 08 0220N 0210E 023 | SE | |||||
| 264. | ID105227682 | - | LP EXT2-264 | 12/8/2020 | 08 0220N 0210E 023 | SE |
| SW | ||||||
| 08 0220N 0210E 026 | NW | |||||
| 08 0220N 0210E 023 | SE | |||||
| 265. | ID105227683 | - | LP EXT2-265 | 12/8/2020 | 08 0220N 0210E 014 | NW |
| 08 0220N 0210E 015 | NE | |||||
| SE | ||||||
| 266. | ID105227684 | - | LP EXT2-266 | 12/8/2020 | 08 0220N 0210E 014 | NW |
| SW | ||||||
| 08 0220N 0210E 015 | NE | |||||
| SE | ||||||
| 267. | ID105227685 | - | LP EXT2-267 | 12/8/2020 | 08 0220N 0210E 014 | NW |
| SW | ||||||
| 08 0220N 0210E 015 | SE | |||||
| 268. | ID105227686 | - | LP EXT2-268 | 12/8/2020 | 08 0220N 0210E 014 | SW |
Schedule 2 - State of Nevada Property Interests
The following interests are owned or held by Hawkstone Nevada Inc.
Federal Unpatented Mining Claims.
The following recently located federal unpatented lode mining claims that we understand are located in Eureka and White Pine Counties, Nevada as discussed in Comment VI.B.4:
| No. | Serial Number |
Claim Name | Case Disposition |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 1. | NV105246686 | DP3 | FILED | 6/22/2021 | 21 0250N | NW |
| 0540E 025 | SW | |||||
| 2. | NV105246687 | DP4 | FILED | 6/22/2021 | 21 0250N 0540E 025 |
SW |
| 3. | NV105246688 | DP5 | FILED | 6/22/2021 | 21 0250N 0540E 025 |
SW |
| 4. | NV105246689 | DP10 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 025 | NW | |||||
| SE | ||||||
| SW | ||||||
| 5. | NV105246690 | DP11 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 025 | SW | |||||
| 6. | NV105246691 | DP12 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 025 | SW | |||||
| 7. | NV105246692 | DEVILS CANYON-001 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 023 | SW | |||||
| 8. | NV105246693 | DEVILS CANYON-002 | FILED | 6/22/2021 | 21 0250N 0540E 023 |
SE |
| 21 0250N | SW | |||||
| 0540E 024 | ||||||
| 9. | NV105246694 | DEVILS CANYON-003 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 023 | SW | |||||
| 21 0250N | NE | |||||
| 0540E 026 | NW | |||||
| 10. | NV105246695 | DEVILS CANYON-004 | FILED | 6/22/2021 | 21 0250N 0540E 023 |
SE |
| 21 0250N 0540E 024 |
SW | |||||
| 21 0250N 0540E 025 |
NW | |||||
| 21 0250N 0540E 026 |
NE | |||||
| 11. | NV105246696 | DEVILS CANYON-005 | FILED | 6/22/2021 | NE |
| No. | Serial | Claim Name | Case | Date Of | Meridian | Quadrant |
|---|---|---|---|---|---|---|
| Number | Disposition | Location | Township | |||
| Range Section |
||||||
| 21 0250N | NW | |||||
| 0540E 026 | ||||||
| 12. | NV105246697 | DEVILS CANYON-006 | FILED | 6/22/2021 | 21 0250N | NW |
| 0540E 025 | ||||||
| 21 0250N | NE | |||||
| 13. | NV105246698 | DEVILS CANYON-007 | FILED | 6/22/2021 | 0540E 026 21 0250N |
NE |
| 0540E 026 | NW | |||||
| 14. | NV105246699 | DEVILS CANYON-008 | FILED | 6/22/2021 | 21 0250N | NW |
| 0540E 025 | ||||||
| 21 0250N | NE | |||||
| 0540E 026 | ||||||
| 15. | NV105246700 | DEVILS CANYON-009 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 026 | NW | |||||
| 16. | NV105246701 | DEVILS CANYON-010 | FILED | 6/22/2021 | 21 0250N | NW |
| 0540E 025 | ||||||
| 21 0250N 0540E 026 |
NE | |||||
| 17. | NV105246702 | DEVILS CANYON-011 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 026 | NW | |||||
| 18. | NV105246703 | DEVILS CANYON-012 | FILED | 6/22/2021 | 21 0250N | NW |
| 0540E 025 | ||||||
| 21 0250N | NE | |||||
| 0540E 026 | ||||||
| 19. | NV105246704 | DEVILS CANYON-013 | FILED | 6/22/2021 | 21 0250N 0540E 026 |
NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 20. | NV105246705 | DEVILS CANYON-014 | FILED | 6/22/2021 | 21 0250N | NW |
| 0540E 025 | SW | |||||
| 21 0250N | NE | |||||
| 0540E 026 | SE | |||||
| 21. | NV105246706 | DEVILS CONAYON-015 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 026 | SW | |||||
| 22. | NV105246707 | DEVILS CANYON-016 | FILED | 6/22/2021 | 21 0250N | SW |
| 0540E 025 | ||||||
| 21 0250N 0540E 026 |
SE | |||||
| 23. | NV105246708 | DEVILS CANYON-017 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 026 | SW | |||||
| 24. | NV105246709 | DEVILS CANYON-018 | FILED | 6/22/2021 | 21 0250N | SW |
| 0540E 025 |
| No. | Serial | Claim Name | Case | Date Of | Meridian | Quadrant |
|---|---|---|---|---|---|---|
| Number | Disposition | Location | Township Range |
|||
| Section | ||||||
| 21 0250N | SE | |||||
| 0540E 026 | ||||||
| 25. | NV105246710 | DEVILS CANYON-019 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 026 | SW | |||||
| 26. | NV105246711 | DEVILS CNAYON-020 | FILED | 6/22/2021 | 21 0250N | SW |
| 0540E 025 21 0250N |
SE | |||||
| 0540E 026 | ||||||
| 27. | NV105246712 | DEVILS CANYON-021 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 025 | SW | |||||
| 21 0250N | NE | |||||
| 0540E 035 | NW | |||||
| 28. | NV105246713 | DEVILS CANYON-022 | FILED | 6/22/2021 | 21 0250N | SW |
| 0540E 025 | ||||||
| 21 0250N | NE | |||||
| 0540E 035 | ||||||
| 21 0250N 0540E 036 |
NW | |||||
| 29. | NV105246714 | DEVILS CANYON-023 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 | NW | |||||
| 30. | NV105246715 | DEVILS CANYON-024 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 | ||||||
| 21 0250N | NW | |||||
| 31. | NV105246716 | DEVILS CANYON-025 | FILED | 6/22/2021 | 0540E 036 21 0250N |
NE |
| 0540E 035 | NW | |||||
| 32. | NV105246717 | DEVILS CANYON-026 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 | ||||||
| 21 0250N | NW | |||||
| 0540E 036 | ||||||
| 33. | NV105246718 | DEVILS CANYON-027 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 | NW | |||||
| 34. | NV105246719 | DEVILS CANYON-028 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 21 0250N |
NW | |||||
| 0540E 036 | ||||||
| 35. | NV105246720 | DEVILS CANYON-029 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 | NW | |||||
| SE | ||||||
| SW | ||||||
| 36. | NV105246721 | DEVILS CANYON-030 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 035 | SE | |||||
| NW | ||||||
| No. | Serial Number |
Claim Name | Case Disposition |
Date Of Location |
Meridian Township |
Quadrant |
|---|---|---|---|---|---|---|
| Range Section |
||||||
| 21 0250N 0540E 036 |
SW | |||||
| 37. | NV105246722 | DEVILS CANYON-031 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 035 | SW | |||||
| 38. | NV105246723 | DEVILS CANYON-032 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 035 | SW | |||||
| 39. | NV105246724 | DEVILS CANYON-033 | FILED | 6/22/2021 | 21 0250N 0540E 035 |
SE SW |
| 40. | NV105246725 | DEVILS CANYON-034 | FILED | 6/22/2021 | 21 0250N | SE |
| 0540E 035 21 0250N |
SW | |||||
| 0540E 036 | ||||||
| 41. | NV105246726 | DEVILS CANYON-035 | FILED | 6/22/2021 | 21 0250N 0540E 035 |
SE |
| SW | ||||||
| 42. | NV105246727 | DEVILS CANYON-036 | FILED | 6/22/2021 | 21 0250N 0540E 035 |
SE |
| 21 0250N 0540E 036 |
SW | |||||
| 43. | NV105246728 | DEVILS CANYON-037 | FILED | 6/22/2021 | 21 0250N | SW |
| 44. | NV105246729 | DEVILS CANYON-038 | FILED | 6/22/2021 | 0540E 024 21 0250N |
SE |
| 0540E 024 | SW | |||||
| 45. | NV105246730 | DEVILS CANYON-039 | FILED | 6/22/2021 | 21 0250N 0540E 024 |
SW |
| 21 0250N | NW | |||||
| 0540E 025 | ||||||
| 46. | NV105246731 | DEVILS CANYON-040 | FILED | 6/22/2021 | 21 0250N 0540E 024 |
SE |
| 21 0250N | SW NE |
|||||
| 0540E 025 | NW | |||||
| 47. | NV105246732 | DEVILS CANYON-041 | FILED | 6/22/2021 | 21 0250N | NW |
| 48. | NV105246733 | DEVILS CANYON-042 | FILED | 6/22/2021 | 0540E 025 21 0250N |
NE |
| 0540E 025 | NW | |||||
| 49. | NV105246734 | DEVILS CANYON-043 | FILED | 6/22/2021 | 21 0250N 0540E 025 |
NW |
| 50. | NV105246735 | DEVILS CANYON-044 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 025 | NW | |||||
| 51. | NV105246736 | DEVILS CANYON-045 | FILED | 6/22/2021 | 21 0250N 0540E 025 |
NW |
| 52. | NV105246737 | DEVILS CANYON-046 | FILED | 6/22/2021 | 21 0250N | NE |
| 0540E 025 | NW |
| No. | Serial | Claim Name | Case | Date Of | Meridian | Quadrant |
|---|---|---|---|---|---|---|
| Number | Disposition | Location | Township Range |
|||
| Section | ||||||
| 53. | NV105246738 | DEVILS CANYON-047 | FILED | 6/22/2021 | 21 0250N | NW |
| 54. | NV105246739 | DEVILS CANYON-048 | FILED | 6/22/2021 | 0540E 025 21 0250N |
NE |
| 0540E 025 | NW | |||||
| 55. | NV105246740 | DEVILS CANYON-049 | FILED | 6/23/2021 | 21 0250N | SW |
| 0540E 025 | ||||||
| 56. | NV105246741 | DEVILS CANYON-050 | FILED | 6/23/2021 | 21 0250N 0540E 025 |
SE |
| SW | ||||||
| 57. | NV105246742 | DEVILS CANYON-051 | FILED | 6/23/2021 | 21 0250N 0540E 025 |
SW |
| 21 0250N | NW | |||||
| FILED | 0540E 036 | |||||
| 58. | NV105246743 DEVILS CANYON-052 |
6/23/2021 | 21 0250N 0540E 025 |
SE | ||
| SW | ||||||
| 21 0250N 0540E 036 |
NE | |||||
| NW | ||||||
| 59. | NV105246744 | DEVILS CANYON-053 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
NW |
| 60. | NV105246745 | DEVILS CANYON-054 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 036 | NW | |||||
| 61. | NV105246746 | DEVILS CANYON-055 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
NW |
| 62. | NV105246747 | DEVILS CANYON-056 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 036 | NW | |||||
| 63. | NV105246748 | DEVILS CANYON-057 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
NW |
| 64. | NV105246749 | DEVILS CANYON-058 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
NE |
| NW | ||||||
| 65. | NV105246750 | DEVILS CANYON-059 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
NW SW |
| 66. | NV105246751 | DEVILS CANYON-060 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 036 | NW | |||||
| SE | ||||||
| SW | ||||||
| 67. | NV105246752 | DEVILS CANYON-061 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
SW |
| 68. | NV105246753 | DEVILS CANYON-062 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 036 | SW | |||||
| 69. | NV105246754 | DEVILS CANYON-063 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
SW |
| 70. | NV105246755 | DEVILS CANYON-064 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
SE |
| SW |
| No. | Serial | Claim Name | Case | Date Of | Meridian | Quadrant |
|---|---|---|---|---|---|---|
| Number | Disposition | Location | Township | |||
| Range Section |
||||||
| 71. | NV105246756 | DEVILS CANYON-065 | FILED | 6/23/2021 | 21 0250N | SW |
| 0540E 036 | ||||||
| 72. | NV105246757 | DEVILS CANYOPN-066 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 036 | SW | |||||
| 73. | NV105246758 | DEVILS CANYON-067 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 024 | ||||||
| 74. | NV105246759 | DEVILS CANYON-068 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 024 | ||||||
| 21 0250N | NE | |||||
| 75. | NV105246760 | DEVILS CANYON-069 | FILED | 6/23/2021 | 0540E 025 21 0250N |
NE |
| 0540E 025 | ||||||
| 76. | NV105246761 | DEVILS CANYON-070 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 025 | ||||||
| 77. | NV105246762 | DEVILS CANYON-071 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 025 | ||||||
| 78. | NV105246763 | DEVILS CANYON-072 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 025 | ||||||
| 79. | NV105246764 | DEVILS CANYON-073 | FILED | 6/23/2021 | 21 0250N 0540E 025 |
NE |
| SE | ||||||
| 80. | NV105246765 | DEVILS CNAYON-074 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 025 | ||||||
| 81. | NV105246766 | DEVILS CANYON-075 | FILED | 6/23/2021 | 21 0250N 0540E 025 |
SE |
| 82. | NV105246767 | DEVILS CANYON-076 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 025 | ||||||
| 83. | NV105246768 | DEVILS CANYON-077 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 025 | ||||||
| 21 0250N 0540E 036 |
NE | |||||
| 84. | NV105246769 | DEVILS CANYON-078 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 036 | ||||||
| 85. | NV105246770 | DEVILS CANYON-079 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 036 | ||||||
| 86. | NV105246771 | DEVILS CANYON-080 | FILED | 6/23/2021 | 21 0250N | NE |
| 0540E 036 | ||||||
| 87. | NV105246772 | DEVILS CANYON-081 | FILED | 6/23/2021 | 21 0250N 0540E 036 |
NE |
| SE | ||||||
| 88. | NV105246773 | DEVILS CANYON-082 | FILED | 6/23/2021 | 21 0250N | SE |
| 89. | NV105246774 | FILED | 6/23/2021 | 0540E 036 21 0250N |
SE | |
| DEVILS CANYON-083 | 0540E 036 | |||||
| 90. | NV105246775 | DEVILS CANYON-084 | FILED | 6/23/2021 | 21 0250N | SE |
| 0540E 036 |
Schedule 3 - State of Utah Property Interests
The following interests are owned or held by Roughead Resources Inc.
State Lease.
That certain Utah State Lease for Metalliferous Minerals (Mineral Lease No. 54022) dated effective September 1, 2020 from the State of Utah, through the School and Institutional Trust Lands Administration, to Roughead Resources Inc. as lessee which covers the following state lands:
| Township 4 North, Range 17 West, SLB&M | |
|---|---|
| Section 2: | Lots 1, 2, 3, 4, S/2N/2, S/2 (All) - 696.09 acres |
| Section 16 | All - 640.00 acres |
| Township 5 North, Range 17 West, SLB&M |
Section 36: All - 640.00 acres
Containing approximately 1,976.09 acres, more or less.
Federal Unpatented Mining Claims.
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 1. | UT101861863 | UMC446168 | WD 001 | 2/14/2020 | 26 0040N 0170W 015 | NE |
| 2. | UT101861864 | UMC446170 | WD 003 | 2/14/2020 | 26 0040N 0170W 015 | NE |
| SE | ||||||
| 3. | UT101861865 | UMC446171 | WD 004 | 2/14/2020 | 26 0040N 0170W 014 | NW |
| SW | ||||||
| 4. | UT101861866 | UMC446172 | WD 005 | 2/14/2020 | 26 0040N 0170W 015 | SE |
| 5. | UT101861867 | UMC446173 | WD 006 | 2/14/2020 | 26 0040N 0170W 014 | SW |
| 6. | UT101861868 | UMC446174 | WD 007 | 2/14/2020 | 26 0040N 0170W 015 | SE |
| 7. | UT101861869 | UMC446175 | WD 008 | 2/14/2020 | 26 0040N 0170W 014 | SW |
The following federal unpatented lode mining claims located in Box Elder County, Utah:
15 We note that the BLM has been transitioning their Land & Mineral System Report system for mining claims to a new mining claim recordation system beginning on January 25, 2021 and as a result, some claims filed before the system transition include a BLM assigned serial register number under the prior land system, and a new BLM assigned serial register number under the new MLRS mining claims module.
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 8. | UT101861870 | UMC446176 | WD 009 | 2/14/2020 | 26 0040N 0170W 015 | SE |
| 9. | UT101861871 | UMC446177 | WD 010 | 2/14/2020 | 26 0040N 0170W 014 | SW |
| 10. | UT101861872 | UMC446178 | WD 011 | 2/14/2020 | 26 0040N 0170W 015 | SE |
| 11. | UT101861873 | UMC446179 | WD 012 | 2/14/2020 | 26 0040N 0170W 014 | SW |
| 12. | UT101861874 | UMC446180 | WD 013 | 2/14/2020 | 26 0040N 0170W 022 | NE |
| 13. | UT101861875 | UMC446181 | WD 014 | 2/14/2020 | 26 0040N 0170W 023 | NW |
| 14. | UT101861876 | UMC446182 | WD 015 | 2/14/2020 | 26 0040N 0170W 022 | NE |
| 15. | UT101862481 | UMC446183 | WD 016 | 2/14/2020 | 26 0040N 0170W 023 | NW |
| 16. | UT101862482 | UMC446184 | WD 017 | 2/14/2020 | 26 0040N 0170W 022 | NE |
| 17. | UT101862483 | UMC446185 | WD 018 | 2/14/2020 | 26 0040N 0170W 023 | NW |
| 18. | UT101862484 | UMC446186 | WD 019 | 2/14/2020 | 26 0040N 0170W 022 | NE |
| 19. | UT101862485 | UMC446187 | WD 020 | 2/14/2020 | 26 0040N 0170W 023 | NW |
| 20. | UT101862486 | UMC446188 | WD 021 | 2/14/2020 | 26 0040N 0170W 022 | NE SE |
| 21. | UT101862487 | UMC446189 | WD 022 | 2/14/2020 | 26 0040N 0170W 023 | NW SW |
| 22. | UT101862488 | UMC446190 | WD 023 | 2/14/2020 | 26 0040N 0170W 014 | SE SW |
| 23. | UT101862489 | UMC446191 | WD 024 | 2/14/2020 | 26 0040N 0170W 014 | SE SW |
| 24. | UT101862490 | UMC446192 | WD 025 | 2/14/2020 | 26 0040N 0170W 014 | SE SW |
| 25. | UT101862491 | UMC446193 | WD 026 | 2/14/2020 | 26 0040N 0170W 023 | NE NW |
| 26. | UT101862492 | UMC446194 | WD 027 | 2/14/2020 | 26 0040N 0170W 023 | NE NW |
| 27. | UT101862493 | UMC446195 | WD 028 | 2/14/2020 | 26 0040N 0170W 023 | NE NW |
| 28. | UT101862494 | UMC446196 | WD 029 | 2/14/2020 | 26 0040N 0170W 023 | NE |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| NW | ||||||
| 29. | UT101862495 | UMC446197 | WD 030 | 2/14/2020 | 26 0040N 0170W 023 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 30. | UT101960217 | UMC447308 | WD-031 | 6/22/2020 | 26 0040N 0170W 021 | NW |
| 31. | UT101960218 | UMC447309 | WD-032 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| NW | ||||||
| 32. | UT101960219 | UMC447310 | WD-033 | 6/22/2020 | 26 0040N 0170W 021 | NW |
| 33. | UT101960220 | UMC447311 | WD-034 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| NW | ||||||
| 34. | UT101960221 | UMC447312 | WD-035 | 6/22/2020 | 26 0040N 0170W 021 | NW |
| 35. | UT101957528 | UMC447313 | WD-036 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| NW | ||||||
| 36. | UT101957529 | UMC447314 | WD-037 | 6/22/2020 | 26 0040N 0170W 021 | NW |
| 37. | UT101957530 | UMC447315 | WD-038 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| NW | ||||||
| 38. | UT101957531 | UMC447316 | WD-039 | 6/22/2020 | 26 0040N 0170W 021 | NW SW |
| 39. | UT101957532 | UMC447317 | WD-040 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 40. | UT101957533 | UMC447318 | WD-041 | 6/22/2020 | 26 0040N 0170W 015 | NW |
| 41. | UT101957534 | UMC447319 | WD-042 | 6/22/2020 | 26 0040N 0170W 015 | NW |
| SW | ||||||
| 42. | UT101957535 | UMC447320 | WD-043 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 43. | UT101957536 | UMC447321 | WD-044 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 44. | UT101957537 | UMC447322 | WD-045 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 45. | UT101957538 | UMC447323 | WD-046 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 46. | UT101957539 | UMC447324 | WD-047 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| 47. | UT101957540 | UMC447325 | WD-048 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 26 0040N 0170W 021 | NE | |||||
| 26 0040N 0170W 022 | NW | |||||
| 48. | UT101957541 | UMC447326 | WD-049 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| 49. | UT101957542 | UMC447327 | WD-050 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 26 0040N 0170W 022 | NW | |||||
| 50. | UT101957543 | UMC447328 | WD-051 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| 51. | UT101957544 | UMC447329 | WD-052 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| 26 0040N 0170W 022 | NW | |||||
| 52. | UT101957545 | UMC447330 | WD-053 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| 53. | UT101957546 | UMC447331 | WD-054 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| 26 0040N 0170W 022 | NW | |||||
| 54. | UT101957547 | UMC447332 | WD-055 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| SE | ||||||
| 55. | UT101957548 | UMC447333 | WD-056 | 6/22/2020 | 26 0040N 0170W 021 | NE |
| SE | ||||||
| 26 0040N 0170W 022 | NW | |||||
| SW | ||||||
| 56. | UT101958060 | UMC447334 | WD-057 | 6/22/2020 | 26 0040N 0170W 015 | NW |
| 57. | UT101958061 | UMC447335 | WD-058 | 6/22/2020 | 26 0040N 0170W 015 | NE |
| NW | ||||||
| 58. | UT101958062 | UMC447336 | WD-059 | 6/22/2020 | 26 0040N 0170W 015 | NW |
| SW | ||||||
| 59. | UT101958063 | UMC447337 | WD-060 | 6/22/2020 | 26 0040N 0170W 015 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 60. | UT101958064 | UMC447338 | WD-061 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 61. | UT101958065 | UMC447339 | WD-062 | 6/22/2020 | 26 0040N 0170W 015 | SE |
| SW | ||||||
| 62. | UT101958066 | UMC447340 | WD-063 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 63. | UT101958067 | UMC447341 | WD-064 | 6/22/2020 | 26 0040N 0170W 015 | SE |
| SW | ||||||
| 64. | UT101958068 | UMC447342 | WD-065 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 65. | UT101958069 | UMC447343 | WD-066 | 6/22/2020 | 26 0040N 0170W 015 | SE |
| SW | ||||||
| 66. | UT101958070 | UMC447344 | WD-067 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 67. | UT101958071 | UMC447345 | WD-068 | 6/22/2020 | 26 0040N 0170W 015 | SE |
| SW | ||||||
| 68. | UT101958072 | UMC447346 | WD-069 | 6/22/2020 | 26 0040N 0170W 015 | SW |
| 26 0040N 0170W 022 | NW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 69. | UT101958073 | UMC447347 | WD-070 | 6/22/2020 | 26 0040N 0170W 015 | SE |
| SW | ||||||
| 26 0040N 0170W 022 | NE | |||||
| NW | ||||||
| 70. | UT101958074 | UMC447348 | WD-071 | 6/22/2020 | 26 0040N 0170W 022 | NW |
| 71. | UT101958075 | UMC447349 | WD-072 | 6/22/2020 | 26 0040N 0170W 022 | NE |
| NW | ||||||
| 72. | UT101958076 | UMC447350 | WD-073 | 6/22/2020 | 26 0040N 0170W 022 | NW |
| 73. | UT101958077 | UMC447351 | WD-074 | 6/22/2020 | 26 0040N 0170W 022 | NE |
| NW | ||||||
| 74. | UT101958078 | UMC447352 | WD-075 | 6/22/2020 | 26 0040N 0170W 022 | NW |
| 75. | UT101958079 | UMC447353 | WD-076 | 6/22/2020 | 26 0040N 0170W 022 | NE |
| NW | ||||||
| 76. | UT101958080 | UMC447354 | WD-077 | 6/22/2020 | 26 0040N 0170W 022 | NW |
| SW | ||||||
| 77. | UT101958506 | UMC447355 | WD-078 | 6/22/2020 | 26 0040N 0170W 022 | NE |
| NW | ||||||
| SE SW |
||||||
| 78. | UT101958507 | UMC447356 | WD-079 | 6/22/2020 | 26 0050N 0170W 034 | NE |
| 79. | UT101958508 | UMC447357 | WD-080 | 6/22/2020 | 26 0050N 0170W 034 | NE |
| 80. | UT101958509 | UMC447358 | WD-081 | 6/23/2020 | 26 0050N 0170W 034 | NE |
| 81. | UT101958510 | UMC447359 | WD-082 | 6/23/2020 | 26 0050N 0170W 034 | NE |
| NW | ||||||
| 82. | UT101958511 | UMC447360 | WD-083 | 6/23/2020 | 26 0050N 0170W 034 | NE |
| 83. | UT101958512 | UMC447361 | WD-084 | 6/23/2020 | 26 0050N 0170W 034 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 84. | UT101958513 | UMC447362 | WD-085 | 6/23/2020 | 26 0050N 0170W 034 | NE |
| 85. | UT101958514 | UMC447363 | WD-086 | 6/23/2020 | 26 0050N 0170W 034 | SE SE |
| SW | ||||||
| 86. | UT101958515 | UMC447364 | WD-087 | 6/23/2020 | 26 0050N 0170W 034 | SE |
| 87. | UT101958516 | UMC447365 | WD-088 | 6/23/2020 | 26 0050N 0170W 034 | SE |
| SW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 88. | UT101958517 | UMC447366 | WD-089 | 6/23/2020 | 26 0050N 0170W 034 | SE |
| 89. | UT101958518 | UMC447367 | WD-090 | 6/23/2020 | 26 0050N 0170W 034 | SE |
| SW | ||||||
| 90. | UT101958519 | UMC447368 | WD-091 | 6/23/2020 | 26 0050N 0170W 034 | SE |
| 91. | UT101958520 | UMC447369 | WD-092 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| 26 0050N 0170W 034 | SE | |||||
| SW | ||||||
| 92. | UT101958521 | UMC447370 | WD-093 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| 26 0050N 0170W 034 | SE | |||||
| 93. | UT101958522 | UMC447371 | WD-094 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| 94. | UT101958523 | UMC447372 | WD-095 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| 95. | UT101958524 | UMC447373 | WD-096 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| 96. | UT101958525 | UMC447374 | WD-097 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| 97. | UT101958526 | UMC447375 | WD-098 | 6/23/2020 | 26 0040N 0170W 003 | NE |
| NW | ||||||
| 98. | UT101959008 | UMC447376 | WD-099 | 6/23/2020 | 26 0040N 0170W 003 | SE |
| 99. | UT101959009 | UMC447377 | WD-100 | 6/23/2020 | 26 0040N 0170W 003 | SE |
| 100. | UT101959010 | UMC447378 | WD-101 | 6/23/2020 | 26 0040N 0170W 003 | SE |
| 101. | UT101959011 | UMC447379 | WD-102 | 6/23/2020 | 26 0040N 0170W 003 | SE |
| 102. | UT101959012 | UMC447380 | WD-103 | 6/23/2020 | 26 0040N 0170W 003 | SE |
| 26 0040N 0170W 010 | NE | |||||
| 103. | UT101959013 | UMC447381 | WD-104 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 26 0040N 0170W 011 | NW | |||||
| 104. | UT101959014 | UMC447382 | WD-105 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 105. | UT101959015 | UMC447383 | WD-106 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 26 0040N 0170W 011 | NW | |||||
| 106. | UT101959016 | UMC447384 | WD-107 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 107. | UT101959017 | UMC447385 | WD-108 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 26 0040N 0170W 011 | NW | |||||
| 108. | UT101959018 | UMC447386 | WD-109 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 109. | UT101959019 | UMC447387 | WD-110 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| 26 0040N 0170W 011 | NW | |||||
| 110. | UT101959020 | UMC447388 | WD-111 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| SE | ||||||
| 111. | UT101959021 | UMC447389 | WD-112 | 6/23/2020 | 26 0040N 0170W 010 | NE |
| SE | ||||||
| 26 0040N 0170W 011 | NW | |||||
| SW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 112. | UT101959022 | UMC447390 | WD-113 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 113. | UT101959023 | UMC447391 | WD-114 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 26 0040N 0170W 011 | SW | |||||
| 114. | UT101959024 | UMC447392 | WD-115 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 115. | UT101959025 | UMC447393 | WD-116 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 26 0040N 0170W 011 | SW | |||||
| 116. | UT101959026 | UMC447394 | WD-117 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 117. | UT101959027 | UMC447395 | WD-118 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 26 0040N 0170W 011 | SW | |||||
| 118. | UT101959028 | UMC447396 | WD-119 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 119. | UT101959464 | UMC447397 | WD-120 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 26 0040N 0170W 011 | SW | |||||
| 120. | UT101959465 | UMC447398 | WD-121 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 26 0040N 0170W 015 | NE | |||||
| 121. | UT101959466 | UMC447399 | WD-122 | 6/23/2020 | 26 0040N 0170W 010 | SE |
| 26 0040N 0170W 011 | SW | |||||
| 26 0040N 0170W 014 | NW | |||||
| 26 0040N 0170W 015 | NE | |||||
| 122. | UT101959467 | UMC447400 | WD-123 | 6/23/2020 | 26 0040N 0170W 015 | NE |
| 123. | UT101959468 | UMC447401 | WD-124 | 6/23/2020 | 26 0040N 0170W 014 | NW |
| 26 0040N 0170W 015 | NE | |||||
| 124. | UT101959469 | UMC447402 | WD-125 | 6/23/2020 | 26 0040N 0170W 015 | NE |
| 125. | UT101959470 | UMC447403 | WD-126 | 6/23/2020 | 26 0040N 0170W 014 | NW |
| 26 0040N 0170W 015 | NE | |||||
| 126. | UT101959471 | UMC447404 | WD-127 | 6/23/2020 | 26 0050N 0170W 026 | NW SW |
| 127. | UT101959472 | UMC447405 | WD-128 | 6/23/2020 | 26 0050N 0170W 026 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 128. | UT101959473 | UMC447406 | WD-129 | 6/23/2020 | 26 0050N 0170W 026 | SW |
| 129. | UT101959474 | UMC447407 | WD-130 | 6/23/2020 | 26 0050N 0170W 026 | SE |
| SW | ||||||
| 130. | UT101959475 | UMC447408 | WD-131 | 6/24/2020 | 26 0050N 0170W 026 | SW |
| 131. | UT101959476 | UMC447409 | WD-132 | 6/24/2020 | 26 0050N 0170W 026 | SE |
| SW | ||||||
| 132. | UT101959477 | UMC447410 | WD-133 | 6/24/2020 | 26 0050N 0170W 026 | SW |
| 133. | UT101959478 | UMC447411 | WD-134 | 6/24/2020 | 26 0050N 0170W 026 | SE |
| SW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 134. | UT101959479 | UMC447412 | WD-135 | 6/24/2020 | 26 0050N 0170W 026 | SW |
| 135. | UT101959480 | UMC447413 | WD-136 | 6/24/2020 | 26 0050N 0170W 026 | SE |
| SW | ||||||
| 136. | UT101959481 | UMC447414 | WD-137 | 6/24/2020 | 26 0050N 0170W 026 | SE |
| 137. | UT101959482 | UMC447415 | WD-138 | 6/24/2020 | 26 0050N 0170W 026 | SE |
| 138. | UT101959483 | UMC447416 | WD-139 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| NW | ||||||
| 139. | UT101959484 | UMC447417 | WD-140 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| 140. | UT101959843 | UMC447418 | WD-141 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| NW | ||||||
| 141. | UT101959844 | UMC447419 | WD-142 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| 142. | UT101959845 | UMC447420 | WD-143 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| NW | ||||||
| 143. | UT101959846 | UMC447421 | WD-144 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| 144. | UT101959847 | UMC447422 | WD-145 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| NW | ||||||
| 145. | UT101959848 | UMC447423 | WD-146 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| 146. | UT101959849 | UMC447424 | WD-147 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| NW | ||||||
| SE SW |
||||||
| 147. | UT101959850 | UMC447425 | WD-148 | 6/24/2020 | 26 0040N 0170W 011 | NE |
| SE | ||||||
| 148. | UT101959851 | UMC447426 | WD-149 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| SW | ||||||
| 149. | UT101959852 | UMC447427 | WD-150 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| 150. | UT101959853 | UMC447428 | WD-151 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| SW | ||||||
| 151. | UT101959854 | UMC447429 | WD-152 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| 152. | UT101959855 | UMC447430 | WD-153 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| SW | ||||||
| 153. 154. |
UT101959856 UT101959857 |
UMC447431 UMC447432 |
WD-154 WD-155 |
6/24/2020 6/24/2020 |
26 0040N 0170W 011 26 0040N 0170W 011 |
SE SE |
| SW | ||||||
| 155. | UT101959858 | UMC447433 | WD-156 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| 156. | UT101959859 | UMC447434 | WD-157 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| SW | ||||||
| 26 0040N 0170W 014 | NE | |||||
| NW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 157. | UT101959860 | UMC447435 | WD-158 | 6/24/2020 | 26 0040N 0170W 011 | SE |
| 26 0040N 0170W 014 | NE | |||||
| 158. | UT101959861 | UMC447436 | WD-159 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| NW | ||||||
| 159. | UT101959862 | UMC447437 | WD-160 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| 160. | UT101959863 | UMC447438 | WD-161 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| NW | ||||||
| 161. | UT101960222 | UMC447439 | WD-162 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| 162. | UT101960223 | UMC447440 | WD-163 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| NW | ||||||
| 163. | UT101960224 | UMC447441 | WD-164 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| 164. | UT101960225 | UMC447442 | WD-165 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 165. | UT101960226 | UMC447443 | WD-166 | 6/24/2020 | 26 0040N 0170W 014 | NE |
| SE | ||||||
| 166. | UT101960227 | UMC447444 | WD-167 | 6/24/2020 | 26 0040N 0170W 014 | SE |
| SW | ||||||
| 167. | UT101960228 | UMC447445 | WD-168 | 6/24/2020 | 26 0040N 0170W 014 | SE |
| 168. | UT101960229 | UMC447446 | WD-169 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 169. | UT101920401 | UMC447447 | WD-170 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 170. | UT101920402 | UMC447448 | WD-171 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 171. | UT101920403 | UMC447449 | WD-172 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 172. | UT101920404 | UMC447450 | WD-173 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 173. | UT101920405 | UMC447451 | WD-174 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 174. 175. |
UT101920406 UT101920407 |
UMC447452 UMC447453 |
WD-175 WD-176 |
6/24/2020 6/24/2020 |
26 0040N 0170W 001 26 0040N 0170W 001 |
NW NW |
| 176. | UT101920408 | UMC447454 | WD-177 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 177. | UT101920409 | UMC447455 | WD-178 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| 178. | UT101920410 | UMC447456 | WD-179 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| SW | ||||||
| 179. | UT101920411 | UMC447457 | WD-180 | 6/24/2020 | 26 0040N 0170W 001 | NW |
| SW | ||||||
| 180. | UT101920412 | UMC447458 | WD-181 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 181. | UT101920413 | UMC447459 | WD-182 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 182. | UT101920801 | UMC447460 | WD-183 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 183. | UT101920802 | UMC447461 | WD-184 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 184. | UT101920803 | UMC447462 | WD-185 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 185. | UT101920804 | UMC447463 | WD-186 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 186. | UT101920805 | UMC447464 | WD-187 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 187. | UT101920806 | UMC447465 | WD-188 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 188. | UT101920807 | UMC447466 | WD-189 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 26 0040N 0170W 011 | NE | |||||
| 26 0040N 0170W 012 | NW | |||||
| 189. | UT101920808 | UMC447467 | WD-190 | 6/25/2020 | 26 0040N 0170W 001 | SW |
| 26 0040N 0170W 012 | NW | |||||
| 190. | UT101920809 | UMC447468 | WD-191 | 6/25/2020 | 26 0040N 0170W 011 | NE |
| 26 0040N 0170W 012 | NW | |||||
| 191. | UT101920810 | UMC447469 | WD-192 | 6/25/2020 | 26 0040N 0170W 012 | NW |
| 192. | UT101920811 | UMC447470 | WD-193 | 6/25/2020 | 26 0040N 0170W 011 | NE |
| 26 0040N 0170W 012 | NW | |||||
| 193. | UT101920812 | UMC447471 | WD-194 | 6/25/2020 | 26 0040N 0170W 012 | NW |
| 194. | UT101920813 | UMC447472 | WD-195 | 6/25/2020 | 26 0040N 0170W 011 | NE |
| 26 0040N 0170W 012 | NW | |||||
| 195. | UT101920814 | UMC447473 | WD-196 | 6/25/2020 | 26 0040N 0170W 012 | NW |
| 196. | UT101920815 | UMC447474 | WD-197 | 6/25/2020 | 26 0040N 0170W 011 | NE |
| SE | ||||||
| 26 0040N 0170W 012 | NW | |||||
| SW | ||||||
| 197. | UT101920816 | UMC447475 | WD-198 | 6/25/2020 | 26 0040N 0170W 012 | NW |
| SW | ||||||
| 198. | UT101920817 | UMC447476 | WD-199 | 6/25/2020 | 26 0040N 0170W 011 | SE |
| 26 0040N 0170W 012 | SW | |||||
| 199. | UT101920818 | UMC447477 | WD-200 | 6/25/2020 | 26 0040N 0170W 012 | SW |
| 200. | UT101920819 | UMC447478 | WD-201 | 6/25/2020 | 26 0040N 0170W 011 | SE |
| 26 0040N 0170W 012 | SW | |||||
| 201. | UT101920820 | UMC447479 | WD-202 | 6/25/2020 | 26 0040N 0170W 012 | SW |
| 202. | UT101920821 | UMC447480 | WD-203 | 6/25/2020 | 26 0040N 0170W 011 | SE |
| 26 0040N 0170W 012 | SW | |||||
| 203. | UT101957549 | UMC447481 | WD-204 | 6/25/2020 | 26 0040N 0170W 012 | SW |
| 204. | UT101957550 | UMC447482 | WD-205 | 6/25/2020 | 26 0040N 0170W 011 26 0040N 0170W 012 |
SE SW |
| 205. | UT101957551 | UMC447483 | WD-206 | 6/25/2020 | 26 0040N 0170W 012 | SW |
| 206. | UT101957552 | UMC447484 | WD-207 | 6/25/2020 | 26 0040N 0170W 011 | SE |
| 26 0040N 0170W 012 | SW | |||||
| 26 0040N 0170W 013 | NW | |||||
| 26 0040N 0170W 014 | NE |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 207. | UT101957553 | UMC447485 | WD-208 | 6/25/2020 | 26 0040N 0170W 012 | SW |
| 26 0040N 0170W 013 | NW | |||||
| 208. | UT101957554 | UMC447486 | WD-209 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| 26 0040N 0170W 014 | NE | |||||
| 209. | UT101957555 | UMC447487 | WD-210 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| 210. | UT101957556 | UMC447488 | WD-211 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| 26 0040N 0170W 014 | NE | |||||
| 211. | UT101957557 | UMC447489 | WD-212 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| 212. | UT101957558 | UMC447490 | WD-213 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| 26 0040N 0170W 014 | NE | |||||
| 213. | UT101957559 | UMC447491 | WD-214 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| 214. | UT101957560 | UMC447492 | WD-215 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| SW | ||||||
| 26 0040N 0170W 014 | NE | |||||
| SE | ||||||
| 215. | UT101957561 | UMC447493 | WD-216 | 6/25/2020 | 26 0040N 0170W 013 | NW |
| SW | ||||||
| 216. | UT101957562 | UMC447494 | WD-217 | 6/25/2020 | 26 0040N 0170W 013 | SW |
| 26 0040N 0170W 014 | SE | |||||
| 217. | UT101957563 | UMC447495 | WD-218 | 6/25/2020 | 26 0040N 0170W 013 | SW |
| 218. | UT101957564 | UMC447496 | WD-219 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| NW | ||||||
| 219. | UT101957565 | UMC447497 | WD-220 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| 220. | UT101957566 | UMC447498 | WD-221 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| 221. | UT101957567 | UMC447499 | WD-222 | 6/25/2020 | 26 0040N 0170W 001 | NW NE |
| 222. | UT101957568 | UMC447500 | WD-223 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| NW | ||||||
| 223. | UT101957569 | UMC447501 | WD-224 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| 224. | UT101958527 | UMC447502 | WD-225 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| NW | ||||||
| 225. | UT101958528 | UMC447503 | WD-226 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| 226. | UT101958529 | UMC447504 | WD-227 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| NW | ||||||
| 227. | UT101958530 | UMC447505 | WD-228 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| 228. | UT101958531 | UMC447506 | WD-229 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| NW | ||||||
| SE | ||||||
| SW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 229. | UT101958532 | UMC447507 | WD-230 | 6/25/2020 | 26 0040N 0170W 001 | NE |
| SE | ||||||
| 230. | UT101958533 | UMC447508 | WD-231 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| SW | ||||||
| 231. | UT101958534 | UMC447509 | WD-232 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| 232. | UT101958535 | UMC447510 | WD-233 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| SW | ||||||
| 233. | UT101958536 | UMC447511 | WD-234 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| 234. | UT101958537 | UMC447512 | WD-235 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| SW | ||||||
| 235. | UT101958538 | UMC447513 | WD-236 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| 236. | UT101958539 | UMC447514 | WD-237 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| SW | ||||||
| 237. | UT101958540 | UMC447515 | WD-238 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| 238. | UT101958541 | UMC447516 | WD-239 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| SW | ||||||
| 26 0040N 0170W 012 | NE | |||||
| NW | ||||||
| 239. | UT101958542 | UMC447517 | WD-240 | 6/26/2020 | 26 0040N 0170W 001 | SE |
| 240. | UT101958543 | UMC447518 | WD-241 | 6/26/2020 | 26 0040N 0170W 012 26 0040N 0170W 012 |
NE NE |
| NW | ||||||
| 241. | UT101958544 | UMC447519 | WD-242 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| 242. | UT101958545 | UMC447520 | WD-243 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| NW | ||||||
| 243. | UT101958546 | UMC447521 | WD-244 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| 244. | UT101958547 | UMC447522 | WD-245 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| NW | ||||||
| 245. | UT101959029 | UMC447523 | WD-246 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| 246. | UT101959030 | UMC447524 | WD-247 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| NW | ||||||
| SE | ||||||
| SW | ||||||
| 247. | UT101959031 | UMC447525 | WD-248 | 6/26/2020 | 26 0040N 0170W 012 | NE |
| SE | ||||||
| 248. | UT101959032 | UMC447526 | WD-249 | 6/26/2020 | 26 0040N 0160W 018 | NW |
| No. | Serial Number | Legacy Serial Number15 |
Claim Name |
Date Of Location |
Meridian Township Range Section |
Quadrant |
|---|---|---|---|---|---|---|
| 26 0040N 0170W 001 | NE | |||||
| SE | ||||||
| 249. | UT101959033 | UMC447527 | WD-250 | 6/26/2020 | 26 0040N 0160W 018 | NW |
| 250. | UT101959034 | UMC447528 | WD-251 | 6/26/2020 | 26 0040N 0160W 018 | NW |
| 26 0040N 0170W 001 | SE | |||||
| 251. | UT101959035 | UMC447529 | WD-252 | 6/26/2020 | 26 0040N 0160W 018 | NW |
| 252. | UT101959036 | UMC447530 | WD-253 | 6/26/2020 | 26 0040N 0160W 018 | NW |
| SW | ||||||
| 26 0040N 0170W 001 | SE | |||||
| 253. | UT101959037 | UMC447531 | WD-254 | 6/26/2020 | 26 0040N 0160W 018 | NW |
| SW | ||||||
| 254. | UT101959038 | UMC447532 | WD-255 | 6/26/2020 | 26 0040N 0160W 018 | SW |
| 26 0040N 0170W 001 | SE | |||||
| 255. | UT101959039 | UMC447533 | WD-256 | 6/26/2020 | 26 0040N 0160W 018 | SW |
| 256. | UT101959040 | UMC447534 | WD-257 | 6/26/2020 | 26 0040N 0160W 018 | SW |
| 26 0040N 0170W 001 | SE | |||||
| 257. | UT101959041 | UMC447535 | WD-258 | 6/26/2020 | 26 0040N 0160W 018 | SW |
EXHIBIT B
Wolcott Reports
Attached To and Made a Part of That Certain Title Report Prepared for Hawkstone Mining Ltd. Dated August 3, 2021.

RECORD TITLE EXAMINATION AND MINING PROPERTY REVIEW U.P. AND BURLINGTON LODE CLAIMS, LEMHI COUNTY, IDAHO JANUARY 28, 2020
On behalf of Hawkstone Mining Ltd., Wolcott, LLC, has been engaged to perform a record title examination of the U.P. and Burlington patented lode mining claims, Mineral Survey 1602, ("Subject Claims"), located in the Eureka Mining District, Lemhi County, Idaho. The Area of Interest (AOI), for the purpose of examination of Land Status and current Federal Actions, is defined as Section 17, Township 22 North, Range 21 East, Boise Principal Meridian. The Subject Claims lie entirely within this Section.
OWNERSHIP
(This should not be construed as a guarantee of title)
The entire Area of Interest is National Forest Surface and Minerals with the exception of the patented Subject Claims. After reviewing Master Plats, Historical Indexes, and the LR2000 Case Recordation, it has been confirmed that all National Forest lands within the Area of Interest, that are not already preempted by other valid mining claims, are open to mineral location. Further, that the Subject Claims were located on lands that were open to location at the time of location. All rights, title, and interest to the Subject Claims is vested as follows:
100% Inception Development Inc. 5330 South 900 East, Ste 280 Murray, UT 84117
Subject to the following conditions or notes of interest:
- The Subject Claims were located in the fall of 1892 by D. N. Clark. We did not find record of Proof of Labor (POL) being filed for years 1893 or 1894 and the filings found for 1895-97 were for the U.P. claim alone. The POL filings for 1898-99 were for two claims, the U.P. and Baltimore Lode where no record of the Burlington was found. The 1900 Proof of Labor was properly filed for each claim by Paul Rossier, patentee.
- The Probate Court for Lemhi County ordered the sale of the Subject Claims from the estate of D. N. Clark to Paul Rossier, Book K, Page 236; and this was completed in the Indenture recorded in Book K, Page 226 on November 27, 1900. The Mineral Survey 1602 was filed with payment in the regional Land Office by Mr. Rossier on January 7, 1901 and the patent issued April 4, 1902. On November 25, 1901, William L. Clark, as heir of D. N. Clark, recorded an Amended Certificate of Location for each of the Subject Claims.
- A Deed of County Property dated May 12, 1952 conveyed title in the Subject Claims to J. C. Bennett and D. F. Richards. By 2006, complete ownership of the Subject Claims is with James C. Bennett, Jr. and his wife Sharon B. Bennet. James C. Bennett, Jr. is the son of James C. Bennett. Since only initials are used on the County Deed, it is unclear that the transaction was to the younger Bennett since he used his full name in all other recorded documents. No records of Probate or other transfer were found from the elder James Bennett to the younger.
- A Quitclaim Deed was recorded on February 15, 2013 from Bitterroot-Salmon Conservation Project, LLC to Inception Resources, LLC. Bitterroot-Salmon Conservation Project, LLC is a stranger to title and no other references to them were found in the County records.
ENCUMBRANCES
There were no liens or encumbrances pertaining to the Subject Claims found in the records examined:
Lease Crews • Land Acquisitions • Mining and Oil & Gas Title Examinations • Abstracts • Mapping

RECORDS AND DOCUMENTS EXAMINED
- Offices of Lemhi County, Idaho: The Clerk/Auditor/Recorder Office was visited January 20-24, 2020 and their records were examined for locations, transfers, affidavits, UCC filings, fees, liens, actions, and encumbrances pertaining to the Subject Claims and related parties. The Offices of the Treasurer and Assessor were searched for current owner and tax status.
- Idaho District Courts: The Idaho iCourtPortal website at www.mycourts.idaho.gov was searched January 24, 2020 for any active judgments, liens, or civil actions on the names listed in Exhibit A Court Searches: Parties of Interest. Statewide search returned no active cases.
- BLM Master Title Plats and Historical Indexes: The General Land Office web site at: https://glorecords.blm.gov/default.aspx was searched January 16, 2020 for Master Title Plats, Use Plats, and Historical Indices related to the Area of Interest. All plats and indices were downloaded. These documents were examined for withdrawals, patents and other actions, that could preclude the location of mining claims or affect potential operations.
- BLM Current Land Status: A BLM LR2000 Case Record GeoReport was run on January 16, 2020, for the Area of Interest. That report showed only one current case, IDI-000833, a withdrawal for recreation area that is over 500 feet west of the western corner of the Subject Claims. All lands in the AOI are National Forest and the GeoIndex of Mining Claims only shows four claims in the Southeast quarter of the Section.
- Idaho Secretary of State UCC Search: The Idaho Secretary of State UCC website at: https://sosbiz.idaho.gov/search/ucc was searched on January 28, 2020 for parties in Exhibit A. No relevant records were found.
- United States Courts: Exhibit A names were searched in all Courts using the Pacer Public Access to Court Electronic Records website at https://pcl.uscourts.gov/pcl/index.jsf accessed January 28, 2020. No active cases were found.
SUPPORT DOCUMENTATION
-
- Run Sheet 1-28-2020 including record of books examined and documents copied at the Office of the Clerk/Auditor/Recorder, Lemhi County.
-
- Results of Idaho Courts searches uploaded to the website.
-
- Current Lemhi County Assessor and Treasurer information for Subject Claims.
-
- LR2000 Case Recordation GeoReport and Mining Claim Geographic Index January 16, 2020.
-
- GLO Master Title Plat, Historical Index, and Mineral Survey 1602 Plat.
DISCLAIMER
This examination of public records in Idaho has been prepared for the use and benefit of Hawkstone Mining Ltd. and should not be construed as a formal opinion nor a guarantee of condition of title. This report and supporting documentation should be reviewed by legal counsel. The undersigned assumes no liability as to errors or omissions or validity of any instrument cited herein, nor any conclusions drawn there from.
Respectfully Submitted,
James Goodrich Wolcott LLC
Lease Crews • Land Acquisitions • Mining and Oil & Gas Title Examinations • Abstracts • Mapping

Exhibit A Court Searches: Parties of Interest
Bennett, Craig R Bennett, James C Jr Bennett, Lori L Bennett, Sharon B Bitterroot-Salmon Conservation Project, LLC Hittson, Maryellen Inception Development Inc Inception Resources LLC
Overlook Mining Co Pinto, Anthony M Jr Richards, D F Richards, Gladys D Teton Peaks Council Boy Scouts of America U. P. and Burlington Development LLC U. P. and Burlington Gold Mining & Milling Co

Stephanie Regenold April 6, 2021 Perkins Coie LLP 1120 NW Couch St., 10th floor Portland, OR 97209
Update Record Title Examination, of patented mining claims within the Lone Pine Project, Lemhi County, Idaho
On behalf of Perkins Coie LLP and its client, Hawkstone Nevada Inc., Wolcott, LLC has been engaged to perform an update title report of the U.P. and Burlington Patented Mining Claims (MS 1602) located in Section 17, Township 22 North, Range 21 East, Boise Principal Meridian, in the Eureka Mining District, Lemhi County, Idaho ("Subject Claims").
This report is an update of a report prepared by James Goodrich at Wolcott, LLC, dated January 28, 2020, and is limited to an investigation of changes in the public record since the date of the previous report. The original report of January 28, 2020 remains our guiding document except where changes were found and noted in this report.
OWNERSHIP
(This should not be construed as a guarantee of title)
All rights, title, and interest to the Subject Claims is vested by Corporation Deed dated February 19, 2020, recorded 2/21/2020, at Lemhi County Reception No. 319034, from Inception Resources, LLC, Grantor, to:
Ounces High Exploration Inc., an Idaho Corporation, 100% P.O. Box 1311 Subiaco WA 6904, Australia
Subject to the following conditions or notes of interest:
- By Quitclaim Deed dated 1/16/2013, recorded on 2/15/2013, at Reception No. 292468, Bitterroot-Salmon Conservation Project, LLC quitclaimed all right, title and interest in the Subject Claims to Inception Resources, LLC.
- By Assignment of Interest dated 1/17/2013, recorded 1/28/2013, at Reception No. 292334, Inception Resources, LLC assigned to Bitterroot-Salmon Conservation Project, LLC a three (3%) percent Net Smelter Royalty on metals derived from the Subject Claims.
ENCUMBRANCES
There were no liens or encumbrances pertaining to the Subject Claims found in the records examined except for the Net Smelter Royalty discussed above.

RECORDS AND DOCUMENTS EXAMINED
- Lemhi County Recorder Computer Records current to March 30, 2021: the records were examined for documents pertaining to the chain of title to the Subject Claims. The Grantor/Grantee Index was searched for all parties/entities listed on Exhibit A (see below).
- Lemhi County Treasurer: The Treasurer's Office was visited March 30, 2021 and their computer records were examined for current tax status of the Subject Claims. All real property taxes are fully paid and current. A copy of the tax certificate is included with this report.
- Idaho District Courts: The Idaho iCourtPortal website at www.mycourts.idaho.gov was searched for the same parties/entities noted above on March 30, 2021 for any active judgments, liens, or civil actions. Statewide search returned no active cases.
SUPPORT DOCUMENTATION
-
- Run Sheet and documents copied at the Office of the Clerk and Recorder, Lemhi County.
-
- Results of Idaho Courts searches uploaded to the website.
-
- Current Lemhi County Treasurer tax information for Subject Claims.
-
- GLO Master Title Plat, Historical Index, and Mineral Survey 1602 Plat.
DISCLAIMER
This examination of public records in Idaho has been prepared for the use and benefit of Perkins Coie LLP and its client, Hawkstone Nevada Inc., and should not be construed as a formal opinion nor a guarantee of condition of title. This report and supporting documentation should be reviewed by legal counsel. The undersigned assumes no liability as to errors or omissions or validity of any instrument cited herein, nor any conclusions drawn there from.
Respectfully Submitted,
Robert F. Hoinghaus Wolcott LLC 970-241-7146, ex 307

Exhibit A County Recorder and Court Searches: Parties of Interest
- Bennett, Craig R Bennett, James C Jr Bennett, Lori L Bennett, Sharon B Bitterroot-Salmon Conservation Project, LLC Hittson, Maryellen Inception Development Inc Inception Resources LLC Ounces High Exploration Inc.
- Overlook Mining Co Pinto, Anthony M Jr Richards, D F Richards, Gladys D Teton Peaks Council Boy Scouts of America U.P. and Burlington Lode Claims U.P. and Burlington Development LLC U.P. and Burlington Gold Mining & Milling Co

Stephanie Regenold April 6, 2021 Perkins Coie LLP 1120 NW Couch St., 10th floor Portland, OR 97209
Record Title Examination, Land Status and Mining Claim Review Lone Pine Project, Lemhi County, Idaho
On behalf of Perkins Coie LLP and its client, Hawkstone Nevada Inc., Wolcott, LLC has been engaged to perform a record title, land status and mining claim review of certain 250 claims and 18 new unpatented mining claims listed in Exhibit "A" ("Subject Claims").
SCOPE OF EXAMINATION
This examination includes a review of the title to the Subject Claims in the records of the Bureau of Land Management ("BLM"), Lemhi County Recorder ("Lemhi County"), and the status of the Subject Claims regarding proper filing and location. In this examination we relied solely on the BLM Geographic Index to reveal any possible third-party claims or phantom claims that would be in conflict and senior to the Subject Claims.
AREA OF INTEREST
For purposes of this report, the Area of Interest ("AOI") is defined as any Section that touches a Subject Claim as follows: T22N, R21E, Sec.: 3, 4, 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 28, 29 & 30. T21N, R20E, Sec.: 13 & 24.
LAND STATUS
After reviewing Master Title Plats, Historical Indexes, MLRS Mining claim reports and the LR2000 Case Recordation, it has been confirmed that all Federal Mineral lands within the AOI are open to mineral location. Further, the Subject Claims were located on lands that were open to location at the time the Subject Claims were located.
MINING CLAIM STATUS
The dates of location and recording/filed stamps on the location certificates, as is reflected in the Lead File Tabs of Exhibit "A," show all the Subject Claims were timely filed/recorded where appropriate at the BLM and County.
As is reflected in the BLM Lead File Serial Number tabs in Exhibit "A," the annual payments/filings, due on or before September 1 of each year at the BLM, show to be timely filed and paid each year for all the Subject Claims.
The maintenance filings for the 2020-2021 mining year were due by September 1, 2020. Documentation for this filing was not found in the lead file IMC2303025 for the LP 1-75 Subject Claims. The BLM was contacted and provided a receipt for \$12,375 (12375/165 =75) which lists "Ounces High Exploration Inc" and "IMC230325," but the BLM reported they found no other documentation.
Lone Pine Project Title Report, Wolcott, LLC, April 5, 2021
OWNERSHIP
(All 250 and 18 new Subject Claims) Ounces High Exploration Inc. 100%
ENCUMBRANCES
COMMENTS
The following issues were noted:
• Eighteen new claims LP EXT2-251 through LP EXT2-268) were found of record in the County and have been included in this examination. These claims are listed in LR2000/MLRS and their status is "Filed." The BLM confirmed they have been filed, but they could not release any documentation until the claims had been adjudicated.
RECORDS AND DOCUMENTS EXAMINED
- BLM Lead Files current to March 24, 2021: Full copies of the two lead files for the Subject Claims, ordered from the BLM, were examined.
- BLM LR2000 Geographical Index to Mining Claims, run date March 29, 2021: This index was run for the Sections within the AOI with the query set to return all active and pending claims. No Claims were found in conflict.
- Lemhi County Recorder Grantor/Grantee Index current to March 30, 2021: The indices and corresponding documents in the online portal for the office of the Lemhi County Recorder were examined for documents pertaining to the chains of title to the Subject Claims.
- Lemhi County Recorder Location Certificates have been copied for all the Subject Claims, including the new A claim map was not found of record.
- BLM Serial Register Pages: for the Subject Claims were downloaded and examined.
- The BLM Master Title Plats, Supplemental Plats, and Historical Indices, current to March 30, 2021: These plats and indices were downloaded and examined for the land status within the AOI.
-
The BLM LR2000 Case Recordation Geographic Report, run date March 29, 2021: This index was run for all types of active case files within the AOI. Copies of Serial Register Pages for the case files were downloaded and are enclosed.
-
The Seventh District Court, Lemhi County, Idaho current to March 30, 2021: A request was made to the office of the Clerk of Court to run the name: "Ounces High Exploration Inc." and "Gavin Harrison" No actions or judgements were found.
- Idaho Secretary of State UCC Search requested March 30, 2021: An online search was requested from the Idaho Secretary of State for the following names: "Ounces High Exploration Inc." and "Gavin Harrison." No results were found.
EXHIBITS
Exhibit "A" consists of an Excel workbook with the following tabs:
- Subject Claims This first tab lists all the claims that were examined in this report.
- Lead Files This tab shows all the lead files for the Subject Claims and the dates the full copies were ordered and received.
- Run Sheets This tab is a chain of title listing all County documents found pertaining to the Subject Claims for Lemhi County.
- Record Title by Lead File This tab lists all pertinent data for each claim along with the Record Owner at each agency as confirmed in our research of the BLM and County records.
- Geographic Index Report This tab contains a copy of the Geographic Index Report used in this examination covering all Sections in the AOI.
- CR Reports W Land A BLM Case Recordation Report for the Sections in the AOI, including all case types with the type of case added in blue.
- District Court and UCC Searches Search results First District Court for Lemhi County, ID, and Idaho Secretary of State UCC searches.
- Tax Unpatented Mining Claims not taxed in Lemhi County, Idaho.
- Lead Files The next two tabs show in chronological order our review of pertinent documents in the BLM Lead files for the Subject Claims and pertinent documents from the County Records (yellow).
SUPPORTING DOCUMENTATION
Exhibit "A" is included with the email of this report. The following documents utilized with this examination were obtained, are being made available for download and are being maintained on the project site on the Wolcott servers.
- All documents obtained from Lemhi County, including title documents, mining claim location certificates, mining claims maps and County composite maps
- All Master Title and Supplemental Plats and Historical Indexes for the AOI Township.
- Copies of Serial Register Pages for all lead files for the Subject Claims.
- Copies of the Serial Register Pages for the Case Recordation Reports.
Disclaimer
This examination of public records in Nevada has been prepared for the use and benefit of Perkins Coie LLP and its client, Hawkstone Nevada Inc., and should not be construed as a formal opinion nor a guarantee of condition of title. This report and supporting documentation should be reviewed by legal counsel. The undersigned assumes no liability as to errors or omissions or validity of any instrument cited herein, nor any conclusions drawn there from.
Sincerely,
John B. Wolcott, CPL 970-241-7146, ex 307 [email protected]

Stephanie Regenold April 6, 2021 Perkins Coie LLP 1120 NW Couch St., 10th floor Portland, OR 97209
Record Title Examination, Land Status and Mining Claim Review Western Desert Project, Box Elder County, Utah
On behalf of Perkins Coie LLP and its client, Hawkstone Nevada Inc., Wolcott, LLC has been engaged to perform a record title, land status and mining claim review of the 258 unpatented mining claims listed in Exhibit "A" ("Subject Claims").
SCOPE OF EXAMINATION
This examination includes a review of the title to the Subject Claims in the records of the Bureau of Land Management ("BLM"), Box Elder County Recorder ("County"), and the status of the Subject Claims regarding proper filing and location. In this examination we relied solely on the BLM Geographic Index to reveal any possible third-party claims or phantom claims that would be in conflict and senior to the Subject Claims.
AREA OF INTEREST
For purposes of this report, the Area of Interest ("AOI") is defined as any Section that touches a Subject Claim as follows: T4N, R17W, Section 1, 2, 3, 10, 11, 12, 13, 14, 15, 16, 21, 22, T5N, R17W, Sec.: 26, 34, 35, 36, and T4N, R16W, Section 18
LAND STATUS
After reviewing Master Title Plats, Historical Indexes, MLRS Mining claim reports and the LR2000 Case Recordation, it has been confirmed that all Federal Mineral lands within the AOI are open to mineral location. Further, the Subject Claims were located on lands that were open to location at the time the Subject Claims were located.
MINING CLAIM STATUS
The dates of location and recording/filed stamps on the location certificates, as is reflected in the Lead File Tabs of Exhibit "A," show all the Subject Claims were timely filed/recorded where appropriate at the BLM and County.
As is reflected in the BLM Lead File Serial Number tabs in Exhibit "A," the annual payments/filings, due on or before September 1 of each year at the BLM, show to be timely filed and paid each year for all the Subject Claims.
OWNERSHIP
(All 258 Subject Claims) Roughead Resources Inc. 100%
ENCUMBRANCES
There were no liens or encumbrances pertaining to the Subject Claims found in the records examined.
COMMENTS
The following issues were noted:
• The WD-031 thru WD-258 claims were located in the name of "Roughhead Resources Inc," the remaining claims, WD-001 thru WD-030 were located in the name of "Roughead Resources Inc."
RECORDS AND DOCUMENTS EXAMINED
- BLM Lead Files current to March 22, 2021: Full copies of the two lead files for the Subject Claims, ordered from the BLM, were examined.
- BLM LR2000 Geographical Index to Mining Claims, run date March 29, 2021: This index was run for the Sections within the AOI with the query set to return all active and pending claims. No Claims were found in conflict.
- Box Elder County Recorder Grantor/Grantee Index current to March 12, 2021: The indices and corresponding documents in the online portal for the office of the Box Elder County Recorder were examined under variations of "Roughead" and the "WD" claim names for documents pertaining to the chains of title to the Subject Claims.
- Box Elder County Recorder Location Certificates have been copied. No Mining Claim maps were found of record.
- BLM Serial Register Pages: for the Subject Claims were downloaded and examined.
- The BLM Master Title Plats, Supplemental Plats, and Historical Indices, current to March 30, 2021: These plats and indices were downloaded and examined for the land status within the AOI.
-
The BLM LR2000 Case Recordation Geographic Report, run date March 29, 2021: This index was run for all types of active case files within the AOI. Copies of Serial Register Pages for the case files were downloaded and are enclosed.
-
The First District Court, Box Elder County, Utah current to March 30, 2021: A request was made to the office of the Clerk of Court to run the name: "Roughead Resources Inc." No actions or judgements were found.
- Utah Secretary of State UCC Search requested March 30, 2021: An online search was requested from the Utah Secretary of State for the following names: "Roughead Resources Inc. and Roughhead Resources Inc." and no results were found.
EXHIBITS
Exhibit "A" consists of an Excel workbook with the following tabs:
- Subject Claims This first tab lists all the claims that were examined in this report.
- Lead Files This tab shows all the lead files for the Subject Claims and the dates the full copies were ordered and received.
- Run Sheets This tab is a chain of title listing all County documents found pertaining to the Subject Claims.
- Record Title By Lead File This tab lists all pertinent data for each claim along with the record owner at each agency as confirmed in our research of the BLM and County records.
- Geographic Index Report This tab contains a copy of the Geographic Index Report used in this examination covering all Sections in the AOI.
- CR Reports W Land A BLM Case Recordation Report for the Sections in the AOI, including all case types with the type of case added in blue.
- District Court and UCC Searches Search results First District Court for Box Elder County, UT and Utah Secretary of State UCC searches.
- Tax Unpatented Mining Claims not taxed in Box Elder County, Utah.
- Lead Files The next two tabs show in chronological order our review of pertinent documents in the BLM Lead files for the Subject Claims and pertinent documents from the County Records (yellow).
SUPPORTING DOCUMENTATION
Exhibit "A" is included with the email of this report. The following documents utilized with this examination were obtained, are being made available for download and are being maintained on the project site on the Wolcott servers:
• All documents obtained from Box Elder County, including title documents, mining claim location certificates, mining claims maps.
- All Master Title and Supplemental Plats and Historical Indexes for the AOI Township.
- Copies of Serial Register Pages for all lead files for the Subject Claims.
- Copies of the Serial Register Pages for the Case Recordation Reports.
Disclaimer
This examination of public records in Utah has been prepared for the use and benefit of Perkins Coie LLP and its client, Hawkstone Nevada Inc., and should not be construed as a formal opinion nor a guarantee of condition of title. This report and supporting documentation should be reviewed by legal counsel. The undersigned assumes no liability as to errors or omissions or validity of any instrument cited herein, nor any conclusions drawn there from.
Sincerely,
John B. Wolcott, CPL 970-241-7146, ex 307 [email protected]
EXHIBIT C
Corporate Documents
Attached To and Made a Part of That Certain Title Report Prepared for Hawkstone Mining Ltd. Dated August 3, 2021.

STATE OF IDAHO
Lawerence Denney I Secretary of State Business Office 450 North 4th Street PO Box 83720 Boise, ID 83720
| Request Type: Certified Copies of Business | ||||
|---|---|---|---|---|
| Request #: 4353153 | Issuance Date: | 07/19/2021 | ||
| Receipt #: 519741 | Copies Requested: | 1 |
I, Lawerence Denney, Secretary of State of the State of Idaho, do hereby certify that Ounces High Exploration Inc., File # 3650012 was formed or qualified to do business in the State of Idaho on 10/17/2019. Ounces High Exploration Inc. has a home jurisdiction of Idaho and is currently in an Active-Good Standing status.
The attached documents are true and correct copies and were filed in this office on the date(s) indicated , below.
Lawer nce Denney
Idaho Secretary of State
Processed By: Business Division
The attached document(s) was/were filed in this office on the date(s) indicated below:
| Reference # | Date Flied | Filing Description |
|---|---|---|
| B0379-7337 | 10/17/2019 | Initial Filing |
| B0571-6389 | 01/21/2021 | Application for Reinstatement |
Phone': 208-334-2301 * Email: [email protected] ° Website: sosbiz.idaho.gov Page 1 of 1


STATE OF IDAHO Office of-the-secretary_ofstaterla.werencabenney ARTICLES OF INCORPORATION (GENERAL BUSINESS CORPORATION) Idaho Secretary of State PO Box 83720 Boise, ID 83720-0080 (208) 334-2301 Ruing Fee: \$100.00- Make Checks Payable to Secretary of State descriptions below)
For Office Use Only
-FILED-
File #: 0003650012
Date Filed: 10/17/2019 7:39:00 AM
| Expedited (+\$40; filing fee \$140) |
|---|
| General Business Corporation |
| Ounces High Exploration Inc. |
| If this corporation is a Benefit Corporation, insurance Company or |
| . when filed with the Secretary of State. |
| , The number of shares the corporation is authorized to issue: 1,000 |
| 3500 WASHINGTON AVE STE 200 HOUSTON, TX 77007-5945 |
| CORPORATE CREATIONS NETWORK INC |
| Commercial Registered Agent |
| Physical Address 950W BANNOCK ST #1100 |
| BOISE, ID 83702 |
| Mailing Address |
| 950W BANNOCK ST #1100 BOISE, ID 83702 |
| incorporator Address |
| 11380 PROSPERITY FARMS ROAD, #221E PALM BEACH GARDENS, FL 33410 |
| Director Address |
| 3500 WASHINGTON AVE |
| S'TE 200 |
| HOUSTON, TX 77007-5945 |
| 3500 WASHINGTON AVE STE 200 |
| Select one: Standard, Expedited or Same Day Service (see |
•
|--|--|
The Articles of Incorporation must be signed by at least on incorporator.
| Corporate Creations International Inc. - Incorporator, By: Joseph Panholzer, Special StoreTaP019 | |
|---|---|
| Sign Here | Date |
8EEL.-6 LOS

Filing Fee: \$30.00

| STATE OF IDAHO |
|---|
| Office of the secretaT of i.ztate,.LaWerence 'bedney_ |
| REINSTATEMENT ANNUAL REPORT |
| Idaho Secretary of State |
| Boise, ID 83720-0080 |
For Office Use Only
-FILED-
File #: 0004140089
Date Filed: 1/21/2021 9:10:51 AM
| Reinstatement Annual Report Form | ||
|---|---|---|
| Select one: Standard, Expedited or Same Day Service (see descriptions below) |
Standard (filing fee \$30) | |
| Current Entity Name | Ounces High Exploration Inc. | |
| The file number of this entity on the records of the Idaho Secretary 0003650012 of State Is: |
||
| Organized under the laws of: | IDAHO | |
| Entity Type: | General Business Corporation (D) | |
| Entity Subtype: | ||
| Corporation Subtype | General Business Corporation | |
| Corporation Name: | ||
| Corporation name | Ounces High Exploration Inc. | |
| The registered agent on record lm Registered Agent • |
CORPORATE CREATIONS NETWORK INC Commercial Registered Agent Physical Address |
|
| 950 W BANNOCK ST #1100 BOISE, ID 83702 |
||
| Mailing Address | ||
| • | 950 W BANNOCK ST #1100 BOISE, 10 83702 |
|
| • Agent or Address Change? |
||
| The mailing address of the corporation Is: 3500 WASHINGTON AVE STE 200 HOUSTON, TX 77007-5945 |
||
| Corporate Officers and Directors: | ||
| Name. | Title | Address |
| + Paul Lloyd | Director | 3500 WASHINGTON AVE STE 200 HOUSTON, TX 77007-5945 |
| - Gavin Harrison |
Director | 3500 WASHINGTON AVE |
| • | STE 209 HOUSTON, TX 77007-5945 |
|
| The Application for Reinstatement must be signed by at least one governor. Job Title: - |
Director | |
| Paul Lloyd | 01/21/2021 | |
| Sign Here | Date | |
| Lawerence Denney Secretary of State Business Office 450 North 4th Street PO Box 83720 Boise, ID 83720 |
|||
|---|---|---|---|
| July 16, 2021 | |||
| Request Type: Certificate of Existence/Filing |
Issuance Date: | 07/16/2021 | |
| Request #: 0004351617 |
Copies Requested: 0 |
||
| Receipt #: 000519100 |
|||
| Regarding: Ounces High Exploration Inc. |
|||
| Filing Type: General Business Corporation (D) |
File # : | 3650012 | |
| Formation/Qualification Date: 10/17/2019 |
|||
| Status: Active-Good Standing |
Formation Locale: | IDAHO | |
| Duration Term: Perpetual |
Inactive Date: |
Certificate of Existence
I, Lawerence Denney, Secretary of State of the State of Idaho, do hereby certify that effective as of the issuance date noted above
Ounces High Exploration Inc.
is a Corporation duly incorporated under the law of this State with a date of incorporation and duration as given above.
Lawerence Denney
Idaho Secretary of State
Processed By: Business Division Verification #: 013480627

STATE OF IDAHO

| ∥Document Number | IDescription | Number of Pages |
|---|---|---|
| 20200900523 | Initial List - $09/09/2020$ | |
| 20200900521 | Articles of Incorporation-For-Profit - 09/09/2020 | . . |


| Please indicate the entity type (check only one): | ||||
|---|---|---|---|---|
| M | Corporation | |||
| This corporation is publicly traded, the Central Index Key number is: | Filed in the Office of Barbara K. Cegarste |
Business Number E9005222020-0 Filing Number 20200900523 Filed On |
||
| Nonprofit Corporation (see nonprofit sections below) | Secretary of State State Of Nevada |
09/09/2020 05:26:41 AM Number of Pages 2 |
||
| Limited-Liability Company | ||||
| Limited Partnership | ||||
| Limited-Liability Partnership | ||||
| Limited-Liability Limited Partnership (if formed at the same time as the Limited Partnership) | ||||
| Business Trust | ||||
| Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page. | ||||
| CHECK ONLY IF APPLICABLE Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity 006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number |
||||
| For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is \$200.00. Those claiming and exemption under 501(c) designation must indicate by checking box below. Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee. Exemption Code 002 |
||||
| For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C \$501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit \$200.00 for the state business license. Unit-owners' Association Religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. \$501(c) |
||||
| For nonprofit entities formed under NRS Chapter 82 and 80:Charitable Solicitation Information - check applicable box | ||||
| Does the Organization intend to solicit charitable or tax deductible contributions? | ||||
| No - no additional form is required | ||||
| Yes - the Charitable Solicitation Registration Statement is required. The Organization claims exemption pursuant to NRS 82A 210 - the Exemption From Charitable Solicitation Registration Statement is required |
||||

| CORPORATION, INDICATE THE DIRECTOR: | |||||
|---|---|---|---|---|---|
| Gavin Harrison | USA | ||||
| Name | Country | ||||
| 3500 Washington Ave Ste 200 | Houston | 77007 ТX |
|||
| Address | City | State Zip/Postal Code | |||
| CORPORATION, INDICATE THE DIRECTOR: | |||||
| Paul Lloyd | USA | ||||
| Name | Country | ||||
| 3500 Washington Ave Ste 200 | Houston | 77007 ТX |
|||
| Address | City | Zip/Postal Code State |
| 09/09/2 |
|---|

| TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGH LIGHT | |||||
|---|---|---|---|---|---|
| 1. Name of Entity: (If foreign, name in home jurisdiction) |
Hawkstone Nevada Inc. | ||||
| 2. Registered Agent for Service |
Commercial Registered Agent (name only below) |
Noncommercial Registered Agent (name and address below) |
Office or position with Entity (title and address below) |
||
| of Process: (Check only one box) |
CORPORATE CREATIONS NETWORK INC. | ||||
| Name of Registered Agent OR Title of Office or Position with Entity | |||||
| 8275 SOUTH EASTERN AVENUE #200 | Las Vegas | Nevada 89123 | |||
| Street Address | City | Zip Code | |||
| Mailing Address (If different from street address) | City | Nevada | Zip Code | ||
| 2a. Certificate of Acceptance of Appointment of Registered Agent: |
I hereby accept appointment as Registered Agent for the above named Entity. If the registered agent is unable to sign the Articles of Incorporation, submit a separate signed Registered Agent Acceptance form. X Joseph Panholzer, Special Secretary Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity |
Date | 09/09/2020 | ||
| 3. Governing Board: (NRS 78A, close corporation only, check one box; if yes, complete article 4 below) |
This corporation is a close corporation operating with a board of directors | Yes OR Y No | |||
| 4. Names and | 1) Gavin Harrison | ||||
| Addresses of the | Name | ||||
| Board of Directors/ | 3500 Washington Ave Ste 200 | Houston | TX | 77007 | |
| Trustees or | Address Paul Lloyd 2) |
City | Zip Code State |
||
| Stockholders | Name | ||||
| (NRS 78: Board of Directors/ Trustees is required. |
3500 Washington Ave Ste 200 | Houston | TX | 77007 | |
| NRS 78a: Required if the Close Corporation is governed by a board of directors. |
Address | City | Zip Code State |
||
| NRS 89: Required to have the Original stockholders and directors. A certificate from the regulatory board must be submitted showing that each individual is licensed at the time of filing. See instructions) |
|||||
| 5. Jurisdiction of Incorporation: (NRS |
5a. Jurisdiction of incorporation: | 5b. I declare this entity is in good standing in the jurisdiction of its incorporation. |
| 6. Benefit Corporation: (For NRS 78, NRS 78A, and NRS 89, optional. See instructions.) |
By selecting "Yes" you are indicating that the corporation is organized as a benefit corporation pursuant to NRS Chapter 78B with a purpose of creating a general or specific public benefit. The purpose for which the benefit corporation is created must be disclosed in the below purpose field. |
Yes | ||
|---|---|---|---|---|
| 7. Purpose/Profession to be practiced: (Required for NRS 80, NRS 89 and any entity selecting Benefit Corporation. See instructions.) |
Mining | |||
| 8. Authorized Shares: (Number of shares corporation is authorized to issue) |
Number of common shares with Par value: 1000.0 Number of preferred shares with Par value: 0 Number of shares with no par value: n If more than one class or series of stock is authorized, please attach the information on an additional sheet of paper. |
Par value: \$ 0.01 Par value: $$ 0$ |
||
| 9. Name and Signature of: Officer making the statement or Authorized Signer for NRS 80. Name, Address and Signature of the Incorporator for NRS 78, 78A, and 89. NRS 89 - Each Organizer/ Incorporator must be a licensed professional. |
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. Paul Lloyd Name 3500 Washington Ave Ste 200 Address X Paul Lloyd |
Houston City |
United States Country TX State (attach additional page if necessary) |
77007 Zip/Postal Code |
| AN INITIAL LIST OF OFFICERS MUST ACCOMPANY THIS FILING Please include any required or optional information in space below: |
||||
| (attach additional page(s) if necessary) | ||||



Utah Department of Commerce Division of Corporations & Commercial Code 160 East 300 South, 2nd Floor, S.M. Box 146705 Salt Lake City, UT 84114-6705 Phone: (801) 530-4849 Toll Free: (877)526-3994 Utah Residents Fax: (801) 530-6438 Web Site: http://www.commerce.utah.gov
Registration Number: 11515230-0142 Business Name: ROUGHEAD RESOURCES 1:1•TC. Registered Date: OCTOBER 25, 2019
July 21, 2021
CERTIFIED COPY OF ARTICLES OF INCORPORATION
THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE ("DIVISION") HEREBY CERTIFIES THAT THE ATTACHED IS TRUE, CORRECT, AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION (NO AMENDMENTS OR MERGERS ON FILE) OF
ROUGHEAD RESOURCES INC.
AS APPEARS OF RECORD IN THE OFFICE OF THE DIVISION.

4Lekatth.
Leigh Veillette Director Division of Corporations and Commercial Code
Div. of Professional Licensing (801)530-6628
(801)530-6747 (801)530-6651 (801)530-6600 (801)530-6601
Real Estate Public Utilities Securities Consumer Protection
| State of Utah | Department of Commerce | Division of Corporations & Commercial Code | This form cannot be hand writighount paid. | \$628.00 | ||
|---|---|---|---|---|---|---|
| Articles of Incorporation (Profit) | RECEIVED | |||||
| Important: Read instructions before completing form | Non-Refundable Processing Fee: 570.00 | OCT 25 2019 | ||||
| 1. Name of Corporation: | Roughead Resources Inc. | |||||
| 2 Purpose: | Mining | Utah Div. of Corp. & Comm. Code | ||||
| 3. Shares: | Турс | Common | Number of Shares: | 1000 | ||
| Турс: | Number of Shares: | |||||
| Corporate Creations Network Inc. | 4. Who/What is the name of the Registered Agent (Individual or Business Entity or Commercial Registered Agent)?: The address must be listed if you have a non-commercial registered agent. What is a commercial registered agent? |
|||||
| Address of the Registered Agent: City: |
Utah Street Address Required, PO Boxes can be listed after the Street Address | State UT | Zip: | |||
| Corporate Creations International Inc. | ||||||
| 5. Name, Signature and | Name | |||||
| Address of Incorporator (uttach additional page if there |
11380 Prosperity Farms Road, #221E, Palm Beach Gardens, FL 33410 | |||||
| is marce dans. I incorporator). | Address Signature: |
By: Joseph Panholzer, Special Secretary | City | State Date: 10/25/2019 |
Zip | |
| 6. Principal Address: | 3500 Washington Avenue, Ste 200, Houston, TX 77007 | |||||
| Address | City | State | Zip | |||
| Please list the officers and directors of the corporation. Must have at least 1 officer and 1 director within the 1" year of the corporation. | ||||||
| Director | ||||||
| Paul Lloyd Name 3500 Washington Avenue, Ste 200, Houston, TX 77007 |
Position(s) | |||||
| Address | City | State | Záp | |||
| Director | ||||||
| Gavin Harrison Name 3500 Washington Avenue, Ste 200, Houston, TX 77007 |
Pasitane(i) | |||||
| Address | City | State Select or type in position |
Tip | |||
| Name | Punithom(s) | |||||
| Address | City | State | Zip | |||
| Select or type in position | ||||||
| Pusition(s) | ||||||
| City | Siman | Zip | ||||
| Under GRAMA [63G-2-201], all registration information maintained by the Division is classified as public record. For confidentiality parposes, | ||||||
| Namu Address |
you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity. Optional Inclusion of Ownership Information: This information is not required. |
|||||
| Is this a female owned business? | No Yes |
If yes, please specify: Select/Type the race of the owner here |
| SHEEL OF LIBER Department of Commerca and approved on this 251h day of DCA This Cortificate thereof |
Division of Corporations and Commercial Code I hensby cartified that the foregoing has been filed 20 16 In this office of this Division and heraby issued |
|---|---|
ate""1, ,r rector
01,14


Utah Department of Commerce
Division of Corporations & Commercial Code 160 East 300 South, 2nd Floor, PO Box 146705 Salt Lake City, UT 84114-6705 Service Center: (801) 530-4849 Toll Free: (877) 526-3994 Utah Residents Fax: (801) 530-6438 Web Site: http://www.commerce.utah.gov
07/16/2021 11515230-014207162021-630698
CERTIFICATE OF EXISTENCE
Registration Number: 11515230-0142 Registered Date: October 25, 2019 Status: Current
Business Name: ROUGHEAD RESOURCES INC. Entity Type: Corporation - Domestic - Profit
The Division of Corporations and Commercial Code of the State of Utah, custodian of the records of business registrations, certifies that the business entity on this certificate is authorized to transact business and was duly registered under the laws of the State of Utah. The Division also certifies that this entity has paid all fees and penalties owed to this state; its most recent annual report has been filed by the Division (unless Delinquent); and, that Articles of Dissolution have not been filed.

Leigh Veillette Director Division of Corporations and Commercial Code
EXHIBIT D
CT Lien and Litigation Reports
Attached To and Made a Part of That Certain Title Report Prepared for Hawkstone Mining Ltd. Dated August 3, 2021.
EXHIBIT D-1
CT Lien and Litigation Reports for Ounces High Exploration Inc.

Exhibit D-1: Ounces High Exploration Inc. Lien and Litigation Search
REBEKAH TWAY
Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Target Name: OUNCES HIGH EXPLORATION INC
Jurisdiction: Secretary of State, Idaho
Search Type: UCC Lien Searched Through: 06/30/2021 Results: No Records Found Searched: 5 Years
Search Type: Federal Tax Lien Searched Through: 06/30/2021 Results: No Records Found Searched: 10 Years
Results: No Records Found Searched: 5 Years
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Search Type: State Tax Lien Searched Through: 06/30/2021
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: OUNCES HIGH EXPLORATION INC
Jurisdiction: Ada County, Idaho
| Search Type: Fixture Filings | Searched Through: 06/06/2021 | ||
|---|---|---|---|
| Results: | No Records Found | Searched: 5 Years | |
| Office: Recorder | |||
| Search Type: Federal Tax Lien | Searched Through: 06/06/2021 | ||
| Results: | No Records Found | Searched: 10 Years | |
| Office: Recorder | |||
| Search Type: State Tax Lien | Searched Through: 06/06/2021 | ||
| Results: | No Records Found | Searched: 5 Years | |
| Office: Recorder | |||
| Search Type: Judgment Lien | Searched Through: 06/06/2021 | ||
| Results: | No Records Found | Searched: 5 Years | |
| Office: Recorder | |||
| Comments: | This report reflects search results for UCC Financing Statement Liens only and is not indicative of a search for fixture filings embedded in a record of mortgage. For an Open Mortgage search, please contact your representative. |
||
| Search Type: Litigation - Searched as Defendant | Searched Through: 07/13/2021 | ||
| Results: | No Records Found | Searched: 10 Years | |
| Office: District Court | |||
| Comments: | Note: This search includes pending suits and judgments found in the civil court index. |
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: OUNCES HIGH EXPLORATION INC
Jurisdiction: U.S. District Court, Idaho District
| Search Type: Federal Litigation - Searched as Defendant | Searched Through: 07/12/2021 | |
|---|---|---|
| Results: | No Records Found | Searched: 10 Years |
Office: District Court of Idaho
Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: OUNCES HIGH EXPLORATION INC
Jurisdiction: U.S. Bankruptcy Court, Idaho District
Search Type: Bankruptcy - Searched as Petitioner Searched Through: 07/12/2021 Results: No Records Found Searched: 10 Years
Office: Bankruptcy Court of Idaho
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: OUNCES HIGH EXPLORATION INC
Jurisdiction: Harris County, Texas
Search Type: Litigation - Searched as Defendant Searched Through: 07/12/2021 Results: No Records Found Searched: 10 Years
Office: District Court
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: OUNCES HIGH EXPLORATION INC
Jurisdiction: U.S. District Court, Texas Southern District
| Search Type: Federal Litigation - Searched as Defendant | Searched Through: 07/12/2021 | |||
|---|---|---|---|---|
| Results: | No Records Found | Searched: 10 Years |
Office: Southern District
Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]
EXHIBIT D-2
CT Lien and Litigation Reports for Hawkstone Nevada Inc.

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: HAWKSTONE NEVADA INC
Jurisdiction: Secretary of State, Nevada
Search Type: UCC Lien Searched Through: 06/30/2021 Results: No Records Found Searched: 5 Years
Results: No Records Found Searched: 10 Years
Search Type: Federal Tax Lien Searched Through: 06/30/2021
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

Exhibit D-2: Hawkstone Nevada Inc. Lien and Litigation Search
REBEKAH TWAY
Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Target Name: HAWKSTONE NEVADA INC
Jurisdiction: Clark County, Nevada
Search Type: Fixture Filings Searched Through: 07/13/2021 Results: No Records Found Searched: 5 Years Office: Recorder Search Type: Federal Tax Lien Searched Through: 07/13/2021 Results: No Records Found Searched: 10 Years Office: Recorder Search Type: State Tax Lien Searched Through: 07/13/2021 Results: No Records Found Searched: 5 Years Office: Recorder Search Type: Judgment Lien Searched Through: 07/13/2021 Results: No Records Found Searched: 5 Years Office: Recorder Comments: This report reflects search results for UCC Financing Statement Liens only and is not indicative of a search for fixture filings embedded in a record of mortgage. For an Open Mortgage search, please contact your representative. Search Type: Litigation - Searched as Defendant Searched Through: 07/13/2021 Results: No Records Found Searched: 10 Years Office: District Court Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected] This report contains information compiled from sources which CT Corporation considers reliable but does not control. The information provided is not a certified record of the applicable jurisdiction unless otherwise indicated. CT Corporation does not (i) warrant or guarantee the accuracy, completion or timeliness of the information provided or (ii) accept any liability for delays, errors or omissions in the information provided. CT Corporation is not an insurer with regard to this information or these services. Under no circumstances shall CT Corporation be liable for any loss of underlying collateral or loss (or decreased priority) of security interest in connection with this information or these services. Any categorization of search results is provided for convenience only and is not to be construed as a legal opinion concerning the status of filings .
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: HAWKSTONE NEVADA INC
Jurisdiction: U.S. District Court, Nevada District
| Search Type: Federal Litigation - Searched as Defendant | Searched Through: 07/12/2021 | |
|---|---|---|
| Results: | No Records Found | Searched: 10 Years |
Office: District Court of Nevada
Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: HAWKSTONE NEVADA INC
Jurisdiction: U.S. Bankruptcy Court, Nevada District
Search Type: Bankruptcy - Searched as Petitioner Searched Through: 07/12/2021 Results: No Records Found Searched: 10 Years
Office: Bankruptcy Court of Nevada
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: HAWKSTONE NEVADA INC
Jurisdiction: Harris County, Texas
Search Type: Litigation - Searched as Defendant Searched Through: 07/12/2021 Results: No Records Found Searched: 10 Years
Office: District Court
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: HAWKSTONE NEVADA INC
Jurisdiction: U.S. District Court, Texas Southern District
| Search Type: Federal Litigation - Searched as Defendant | Searched Through: 07/12/2021 | |
|---|---|---|
| Results: | No Records Found | Searched: 10 Years |
Office: Southern District
Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]
EXHIBIT D-3
CT Lien and Litigation Reports for Roughead Resources Inc

Exhibit D-3: Roughead Resources Inc. Lien and Litigation Search
REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: ROUGHEAD RESOURCES INC
Jurisdiction: Division of Corporations & Commercial Code, Utah
Results: No Records Found /See Attached Certified Search Searched: 5 Years
Search Type: UCC Lien Searched Through: 07/13/2021
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]


REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: ROUGHEAD RESOURCES INC
Jurisdiction: Salt Lake County, Utah
| Search Type: Fixture Filings | Searched Through: 07/09/2021 | ||
|---|---|---|---|
| Results: | No Records Found | Searched: 5 Years | |
| Office: Recorder | |||
| Search Type: Federal Tax Lien | Searched Through: 07/09/2021 | ||
| Results: | No Records Found | Searched: 10 Years | |
| Office: Recorder | |||
| Search Type: State Tax Lien | Searched Through: 07/09/2021 | ||
| Results: | No Records Found | Searched: 10 Years | |
| Office: District Court | |||
| Search Type: Judgment Lien | Searched Through: 07/09/2021 | ||
| Results: | No Records Found | Searched: 8 Years | |
| Office: Recorder | |||
| Comments: | This report reflects search results for UCC Financing Statement Liens only and is not indicative of a search for fixture filings embedded in a record of mortgage. For an Open Mortgage search, please contact your representative. |
||
| Search Type: Litigation - Searched as Defendant | Searched Through: 07/09/2021 | ||
| Results: | No Records Found | Searched: 10 Years | |
| Office: District Court | |||
| Comments: | Note: This search includes pending suits and judgments found in the civil court index. |
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: ROUGHEAD RESOURCES INC
Jurisdiction: U.S. District Court, Utah District
| Search Type: Federal Litigation - Searched as Defendant | Searched Through: 07/12/2021 | |
|---|---|---|
| Results: | No Records Found | Searched: 10 Years |
Office: District Court of Utah
Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: ROUGHEAD RESOURCES INC
Jurisdiction: U.S. Bankruptcy Court, Utah District
Search Type: Bankruptcy - Searched as Petitioner Searched Through: 07/12/2021 Results: No Records Found Searched: 10 Years
Office: Bankruptcy Court of Utah
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: ROUGHEAD RESOURCES INC
Jurisdiction: Harris County, Texas
Search Type: Litigation - Searched as Defendant Searched Through: 07/12/2021 Results: No Records Found Searched: 10 Years
Office: District Court
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]

REBEKAH TWAY Perkins Coie LLP 1111 W. Jefferson St., Suite 5 Boise, ID 83702-5391
Date: 07/16/2021 Order #: 81443136 Customer #: 502930 Reference 1: 137161.0002 Reference 2: --
Target Name: ROUGHEAD RESOURCES INC
Jurisdiction: U.S. District Court, Texas Southern District
| Search Type: Federal Litigation - Searched as Defendant | Searched Through: 07/12/2021 | |
|---|---|---|
| Results: | No Records Found | Searched: 10 Years |
Office: Southern District
Comments: Note: This search includes pending suits and judgments found in the civil court index.
TREVOR HARRIS UCC Team 2 208 S. LaSalle Street Suite 814 Chicago, IL 60604 3124163740 [email protected]
EXHIBIT E
Lemhi Title Company Lot Book
Attached To and Made a Part of That Certain Title Report Prepared for Hawkstone Mining Ltd. Dated August 3, 2021.

| Parcel ID Number: RP99000007020CA | ||||||
|---|---|---|---|---|---|---|
| Owner Information | Legal Description | |||||
| OUNCES HIGH EXPLORATION INC | ||||||
| PO BOX 1311 | Tax Code: 40000 Zip: 0 |
|||||
| SUBIACO WA 6904 AUSTRALIA | ||||||
| U P & BURLINGTON LODE | ||||||
| SURVEY 1602 | ||||||
| EUREKA MINING DISTRICT | ||||||
| Category Information | ||||||
| Category | Quantity | Unit | Value | |||
| 9 - MINERAL | 41.114 | AC | 1028 | |||
| Property Information | Tax Information | |||||
| Tax Year: 2016 | Tax Year: 2017 | Tax Year: 2018 | Tax Year: 2019 | Tax Year: 2020 | ||
| Bill #: 10291 | Bill #: 10285 | Bill #: 10284 | Bill #: 10298 | Bill #: 10327 | ||
| Market: 1028 | Market: 1028 | Market: 1028 | Market: 1028 | Market: 1028 | ||
| C.B.: 0.00 | C.B.: 0.00 | C.B.: 0.00 | C.B.: 0.00 | C.B.: 0.00 | ||
| H.O.:0 | H.O.:0 | H.O.:0 | H.O.:0 | H.O.:0 | ||
| Special: 28.76 | Special: 28.76 | Special: 28.76 | Special: 30.00 | Special: 30.00 | ||
| Tax: 33.96 | Tax: 33.64 | Tax: 33.44 | Tax: 34.58 | Tax: 34.68 | ||
| First Half: | First Half: | First Half: | First Half: | First Half: | ||
| $ 0\rangle$ | Cost: 0.00 | Cost: 0.00 | Cost: 0.00 | Cost: 0.00 | Cost: 0.00 | |
| Interest: 0.00 | Interest: 0.00 | Interest: 0.00 | Interest: 0.00 | Interest: 0.00 | ||
| No Property Information Found | Penalty: 0.00 | Penalty: 0.00 | Penalty: 0.00 | Penalty: 0.00 | Penalty: 0.00 | |
| Paid: 16.98 | Paid: 16.82 | Paid: 16.72 | Paid: 17.29 | Paid: 17.34 | ||
| Cancelled: 0.00 Cancelled: 0.00 Cancelled: 0.00 Cancelled: 0.00 Cancelled: 0.00 | ||||||
| Second Half: | Second Half: | Second Half: | Second Half: | Second Half: | ||
| Cost: 0.00 | Cost: 0.00 | Cost: 0.00 | Cost: 0.00 | Cost: 0.00 | ||
| Interest: 0.00 | Interest: 0.00 | Interest: 0.00 | Interest: 0.00 | Interest: 0.00 | ||
| Penalty: 0.00 | Penalty: 0.00 | Penalty: 0.00 | Penalty: 0.00 | Penalty: 0.00 | ||
| Paid: 16.98 | Paid: 16.82 | Paid: 16.72 | Paid: 17.29 | Paid: 17.34 | ||
| Cancelled: 0.00 Cancelled: 0.00 Cancelled: 0.00 Cancelled: 0.00 Cancelled: 0.00 |
| Tax Payment History | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year/TypeDateHalfBatch/Tran#Tax PenaltyInterest TotalRemark | Payor | User | PUP | ||||||||
| 2016 Payment |
$10-$ 20- 2016 |
1610010 - 678 |
16.980.00 | 0.00 | 16.98 TAR49,868.31 | INCEPTION DEVELOPMENT, MARYANN INC |
|||||
| 2016 Payment |
$10-$ $20 -$ 2016 |
$1610010 -$ 678 |
16.980.00 | 0.00 | 16.98 TAR49,868.31 | INCEPTION DEVELOPMENT, MARYANN INC |
|||||
| 2017 Payment |
$12-$ 14- 2017 |
1750220 - 80 16.82 0.00 | $ 0.00\rangle$ | 16.82 CK1517=33.64 | INCEPTION DEVELOPMENT, VICKIE INC |
||||||
| 2017 Payment |
$12 -$ $14-$ 2017 |
1750220 - 80 16.82 0.00 | 0.00 | 16.82 CK1517=33.64 | INCEPTION DEVELOPMENT, VICKIE INC |

Proxy Form


| the contract of the contract of the contract of the contract of the contract of the contract of the contract of | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolutions | For | Against | Abstain | |
|---|---|---|---|---|
| Change of Company Name | ||||
| 2. | Approval for an equal reduction of capital & in-specie distribution | |||
| 3. | Approval of disposal of an interest in assets | |||
| $\mathcal{A}.$ | Issue of Diablo Performance Rights to related party - Mr Paul Lloyd | |||
| 5. | Issue of Diablo Performance Rights to related party - Mr Greg Smith | |||
| 6. | Issue of Diablo Performance Rights to related party - Mr Barnaby Egerton-Warburton |
| 4. | Issue of Diablo Performance Rights to related party - Mr Paul Lloyd | HWK |
|---|---|---|
| 5. | Issue of Diablo Performance Rights to related party - Mr Greg Smith | |
| 6. | Issue of Diablo Performance Rights to related party - Mr Barnaby Egerton-Warburton | |
| Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 - Signatures and contact details |
||
| Individual or Securityholder 1 Securityholder 2 Securityholder 3 |
||
| Sole Director and Sole Company Secretary Director / Company Secretary Director |
||
| Contact Name: | ||
| Email Address: | ||
| Contact Daytime Telephone Date (DD/MM/YY) By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible). |
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