PREDICTIVE DISCOVERY LIMITED — Major Shareholding Notification 2024

Aug 13, 2024

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To: Company Name/SchemeACN/ARSN	Predictive Discovery Limited (ASX: PDI) (PDI)127 171 877
1. Details of substantial holder (1)NameACN/ARSN (if applicable)	Perseus Mining Limited (ASX/TSX: PRU) (Perseus) and each of the entities listed in Annexure A106 808 986

The holder became a substantial holder on 14 August 2024

2. Details of voting power

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

Class of securities (4)	Number ofsecurities	Person's votes (5)	Voting power (6)
ORD (Ordinary Fully Paid)	324,994,903	324,994,903	13.82%

3. Details of relevant interests

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

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Perseus	Relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth)(Corporations Act) as the holder of the shares.	12,645,485 ORD
Perseus	Relevant interest under section 608(8) of the Corporations Act pursuant toShare Sale Agreements with respect to ordinary fully paid shares in PDIbetween Perseus and various sellers (Sellers) dated 14 August 2024 (ShareSale Agreements), copies of which are annexed to this notice as Annexure B.Under the Share Sale Agreements, Perseus is taken to have a relevant interestin the shares in PDI held by the Sellers in anticipation of the share transferbeing completed, at which point in time Perseus will become the registeredholder of the shares and have a relevant interest under section 608(1)(a) of theCorporations Act.	312,349,418 ORD

Note: In addition, Perseus has an economic interest in 81,019,767 ordinary fully paid shares in PDI through cash settled equity swaps which, when combined with the shares in which Perseus has a relevant interest as disclosed above, amount to an aggregate economic interest of 17.27% of PDI. Key terms of the cash settled equity swaps are described in Annexure C. Under the cash settled equity swaps, Perseus does not have a relevant interest in the shares.

4. Details of present registered holders

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

Holder of relevant interest	Registered	Person entitled to be registered as holder (8)	Class and number of securities
	holder of
	securities
Perseus	Perseus	Perseus	12,645,485 ORD
Perseus	The Sellers	Perseus	312,349,418 ORD
	pursuant to the
	Share Sale
	Agreements

5. Consideration

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

Holder of relevant interest	Date ofacquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Perseus	2 April 2024	$663,630	N/A	3,000,000 ORD
Perseus	3 April 2024	$419,300	N/A	1,895,485 ORD
Perseus	31 May 2024	$291,165	N/A	1,527,037 ORD
Perseus	4 June 2024	$277,674	N/A	1,472,963 ORD
Perseus	12 June 2024	$883,583	N/A	4,750,000 ORD
Perseus	14 August2024	N/A – Acquisition of relevant interestby virtue of the Share SaleAgreements, until completion of theproposed share transfer for totalconsideration of $65,593,377.78($0.21 per share)	N/A	312,349,418 ORD

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
See Annexure A	Each entity listed in Annexure A (other than Perseus) is an associate of Perseus by virtue of section
	12(2)(a) of the Corporations Act as the entities are related bodies corporate of Perseus

7. Addresses

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

Name	Address
Perseus	Level 2, 437 Roberts Road, Subiaco WA 6008
Each of the entities listed in Annexure A	See Annexure A

Signature

print name Martijn Bosboom capacity General Counsel and Company Secretary

sign here date 14 August 2024

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of the relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

ANNEXURE A

This is Annexure A of 2 pages (including this page) marked Annexure A mentioned in the accompanying Form 603 (Notice of initial substantial holder) signed by me and dated 14 August 2024:

_____________________________

Name: Martijn Bosboom

Title: General Counsel and Company Secretary

Name	ACN/ARSN	Address
Perseus Mining Limited	106 808 986	Level 2, 437 Roberts Road, Subiaco WA 6008
Subsidiaries of Perseus MiningLimited:
Centash Holdings Pty Ltd	141 361 373	Level 2, 437 Roberts Road, Subiaco WA 6008
Occidental Gold Pty Ltd	074 444 367	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus Ghana Holdings Pty Ltd	166 708 578	Level 2, 437 Roberts Road, Subiaco WA 6008
Sun Gold Resources Ltd	112 572 068	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus ERX Holdings Pty Ltd	009 146 794	Level 2, 437 Roberts Road, Subiaco WA 6008
Slipstream LP Pty Ltd	609 761 686	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus CDI No 1 Pty Ltd	629 842 959	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus CDI No 2 Pty Ltd	629 842 968	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus DS JV Pty Ltd	631 285 633	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus Mali Holdings Pty Ltd	646 340 187	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus Mining Services Pty Ltd	648 849 218	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus Corporate Finance Pty Ltd	648 849 736	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus Sudan Holdings Pty Ltd	659 193 987	Level 2, 437 Roberts Road, Subiaco WA 6008
Occidental Gold SARL		Abidjan Cocody, les Deux Plateaux, rue L125, lot 2139, ilot 186 bis,28 BP 571 Abidjan 28 Côte d'Ivoire
Perseus Mining Côte d'lvoire S.A.		Abidjan Cocody, les Deux Plateaux, rue L125, lot 2139, ilot 186 bis,28 BP 571 Abidjan 28 Côte d'Ivoire
Perex SARL		Abidjan Cocody, les Deux Plateaux, rue L125, lot 2139, ilot 186 bis,28 BP 571 Abidjan 28 Côte d'Ivoire
Perseus Mining Services SARL		Abidjan Cocody, les Deux Plateaux, rue L125, lot 2139, ilot 186 bis,28 BP 571 Abidjan 28 Côte d'Ivoire
Perseus Mining (Ghana) LimitedCompany		4 Chancery Court147A Giffard RoadEast Cantonments,Accra, Ghana
Amara Mining (Côte d'Ivoire) Limited		Collingham House6-12 Gladstone RoadWimbledon, LondonSW19 1QT, United Kingdom
Perseus Côte d'Ivoire Limited		Collingham House6-12 Gladstone RoadWimbledon, LondonSW19 1QT, United Kingdom

Amara Mining Limited		Collingham House6-12 Gladstone RoadWimbledon, LondonSW19 1QT, United Kingdom
Perseus Yaouré SARL		Abidjan Cocody, les Deux Plateaux, rue L125, lot 2139, ilot 186 bis,28 BP 571 Abidjan 28 Côte d'Ivoire
Perseus Canada Limited		89 High Street East Mississauga, Ontario Canada L5G 3E7
Orca Gold Inc		Suite 2600, Three Bentall Centre,595 Burrard StreetVancouver BC V7X 1L3Canada
Roberts Road Insurance CompanyLimited		Heritage Hall, Le Marchant Street, St Peter Port, Guernsey GY14HY
Perseus Ghana Exploration LimitedCompany		4 Chancery Court147A Giffard RoadEast Cantonments,Accra, Ghana
Kojina Resources Company Limited		4 Chancery Court147A Giffard RoadEast Cantonments,Accra, Ghana
Perseus Services DMCC		Office 604, Tiffany Tower, Cluster W, Jumeirah Lake Towers,Dubai, UAE
Perseus Mining Fimbiasso S.A.		Abidjan Cocody, les Deux Plateaux, rue L125, lot 2139, ilot 186 bis,28 BP 571 Abidjan 28 Côte d'Ivoire
Shark (BVI) Inc		Jayla Place, Wickhams Cay 1, Road Town, Tortola, British VirginIslands
Sand Metals Co Limited		Alamarat st. 3 Villa No. 22 Block 9A East Khartoum, Sudan
Meyas Sand Minerals Co Limited		Alamarat st. 3 Villa No. 22 Block 9A East Khartoum, Sudan
Sudan (BVI) Inc		Jayla Place, Wickhams Cay 1, Road Town, Tortola, British VirginIslands
Perseus ORR Holdings Pty Ltd	147 917 299	Level 2, 437 Roberts Road, Subiaco WA 6008
OreCorp Resources Pty Ltd	144 012 395	Level 2, 437 Roberts Road, Subiaco WA 6008
OreCorp Nyanzaga Pty Ltd	647 798 543	Level 2, 437 Roberts Road, Subiaco WA 6008
OreCorp REE Pty Ltd	156 539 061	Level 2, 437 Roberts Road, Subiaco WA 6008
OreCorp International Pty Ltd	147 186 123	Level 2, 437 Roberts Road, Subiaco WA 6008
Perseus Nyanzaga (UK) Limited		Collingham House6-12 Gladstone RoadWimbledon, LondonSW19 1QT, United Kingdom
OreCorp Mining Mauritius Limited		No. 5 President John Kennedy Street 3rd Floor, Rogers House PortLouis Mauritius
OreCorp Tanzania Limited		Mwanza, Nyamagana, Nyamagana, 33101, Capri point Area, Capripoint, 114, W, N/A
Nyanzaga Mining Company Limited		Mwanza, Nyamagana, Nyamagana, 33101, Capri point Area, Capripoint, 114, W, n/a
Sotta Mining Corporation Limited		Mwanza, Nyamagana, Nyamagana, 33101, Capri Point Area,CAPRI POINT, 114, Block "W", X

ANNEXURE B

This is Annexure B of 71 pages (including this page) marked Annexure B mentioned in the accompanying Form 603 (Notice of initial substantial holder) signed by me and dated 14 August 2024:

_____________________________

Name: Martijn Bosboom

Title: General Counsel and Company Secretary

THE ENTITY SPECIFIED IN SCHEDULE 1 (SELLER)

and

PERSEUS MINING LIMITED (BUYER)

SALE AGREEMENT

STEINEPREIS PAGANIN ^

TABLE OF CONTENTS

1	DEFINIT	IONSANDINTERPRETATION
	1.1De1.2In1.3No	fi.1itionns6titetarpreon7BinDnsessasuy
2	SALEAN	DPURCHASEOFSALESHARES.7
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3	COMPLE	IOTN.7
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4	PROFITS	HARE.9
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5	COALL	IOPTN.10
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6	COALLP	IOCCIOTNANELLATN12
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7	WARRAN	STIE.12
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8	CONFIDE	NTIALITY.14
9	COSSTA	NDDUTY.14
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10	GST	.15
n	NOTICE	S.15
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12	ISCMELL	OSANEU.16

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SCHEDULE1-	19SSSSSELLERDETAILANDALEHARE
SCHEDULE2	20CSOCEXERIENTIE
SCHEDULE3	21-CCOOCANELLATINNTIE

THIS AGREEMENT is made the i L{

-<^Cju^

2024

I-

BETWEEN

THE ENTITY SPECIFIED IN SCHEDULE 1 (Seller);

AND

PERSEUS MINING LIMITED (ACN 1 06 808 986) of Level 2, 437 Roberts Road, Subiaco, WesternAustralia (Buyer).

^

RECITALS

A. The Seller has agreed to sell, and the Buyer has agreed to buy, the Sale Shares onthe terms, and subject to the conditions, of this agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

These meanings apply unless the contrary intention appears:

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in section 12 of the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Operating Rules means the operating rules of ASX in force from time to time.

Business Day means a day other than a Saturday, Sunday or public or bankholiday in Perth, Western Australia.

Buyer CGT Declaration means a declaration (in the ATO form NAT 74879-06.2016or any replacement or successor of such form) from the Buyer that either:

• (a) the Buyer is an Australian resident as defined in section 995-1 of the ITAA1997; or
• (b) the Call Option Shares are not indirect Australian real property interests asdefined in section 995-1 of the ITAA 1997,

that covers (at least) the period between the date when the contract for the sale and purchase of the Call Option Shares is entered into under clause 5.4 and thedate when the transfer of the Call Option Shares to the Seller is completed.

Buyer Takeover Bid means a takeover bid under Chapter 6 of the CorporationsAct for Shares, made by the Buyer or an Associate of the Buyer.

Buyer Scheme means:

(a) a scheme of arrangement or compromise proposal under Part 5.1 of the Corporations Act under which Shares are transferred to the Buyer (or an Associate of the Buyer) or are cancelled, such that the Companybecomes a wholly-owned subsidiary of the Buyer or its Associate/s; or

(b) a selective capital reduction under Part 2J of the Corporations Act under which all Shares, other than Shares held by the Buyer (or an Associate of the Buyer), are cancelled.

Call Option has the meaning given in clause 5.1.

Call Option Activation Date means:

• (a) in the case of a Buyer Takeover Bid, the earliest date on which both of the following conditions are satisfied:
  • (i) a Buyer Takeover Bid is made at a Price that exceeds the Purchase Price which is unconditional, or has become unconditional; and
  • (ii) the Buyer has a Relevant Interest in not less than 50.1% of all Shares (determined on a fully diluted basis); or
• (b) in the case of a Buyer Scheme, the date on which the Buyer Scheme at a Price that exceeds the Purchase Price is approved by the court in accordance with section 411 (4)(b) of the Corporations Act.

Call Option Exercise Period means the period commencing on the Call Option Activation Date and ending 5 Business Days thereafter.

Call Option Shares means that number of Shares as is equal to the number of Sale Shares, or such lesser number of Shares as the Buyer beneficially owns at the time of exercise of the Call Option.

Cancellation Fee means an amount payable by the Buyer to the Seller calculated under clause 6.2 in cash equal to the excess of the Price per Share under the Buyer Scheme over the Purchase Price multiplied by the number of Call Option Shares.

Cancellation Notice means a notice from the Buyer to the Seller, substantially in the form set out in Schedule 3.

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

Company means Predictive Discover/ Limited (ACN 127 171 877).

Completion means the completion of the sale and purchase of the Sale Shares in accordance with clause 3.

Completion Date means the date on which Completion occurs.

Corporations Act means the Corporations Act 2001 (Cth).

Encumbrance means:

• (a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power, flawed deposit arrangement or security interest under the Personal Property Securities Ac^2009(Cth);
• (b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or

(c) third party right or interest or any right arising as consequence of theenforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Exercise Notice means an exercise notice in the form set out in Schedule 2.

Expiry Date means 5pm on 31 December 2025.

Government Agency means any government, governmental, semi governmental, administrative, fiscal, judicial or quasi judicial body, department,commission, authority, tribunal, agency or entity.

GST has the same meaning as in the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law means the same as "GST Law" means in the A New Tax System (Goods and Services Tax) Act 1 999 (Cth) or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods andservices tax in Australia and any regulation made under that Act.

Insolvency Event means:

• (a) in relation to a party which is a company, the happening of one or moreof the following events:

  • (i) an order is made, or a resolution is passed for the winding up, dissolution or administration of the party or one of its relatedbodies corporate;
  • (ii) the party institutes any proceedings or arrangements for the liquidation of, or a receiver is appointed to, the party or one of itsrelated bodies corporate;
  • (iii) a receiver, a receiver and manager, administrator or similar officer is appointed over or a distress or execution is levied overthe assets of the party or one of its related bodies corporate;
  • (iv) the party, or one of its related bodies corporate, suspends payment of its debts or is unable to pay its debts as and whenthey fall due;
  • (v) the party, or one of its related bodies corporate, makes or offersto make an arrangement with its creditors or a class of them; or
  • (vi) anything analogous to, or of similar effect to anything described above has occurred in respect of the party under the law of anyrelevant jurisdiction; and
  • (c) in relation to a party which is an individual, the happening of one or moreof the following events:
    • (i) an administrator or person having a similar or analogous function under the law of any jurisdiction has been appointed in respectof the party;

• (ii) the party has entered into or taken steps or proposes to enter into, any arrangement, composition or compromise for the benefit of all or any class of its creditors or members or a moratorium involving any of them;

• (iii) a distress, attachment or execution has been levied or become enforceable against the party or any of its assets;

• (iv) the party is able to pay its debts as and when they fall due;

• (v) the party is taken under applicable laws to be unable to pay its debts, or has stopped or suspended, or threatened to stop or suspend, payment of all or a class of its debts;

• (vi) a sequestration order has been made against the estate of the party or a petition for the making of a sequestration order against the estate of the party has been presented, or the party has presented such a petition against themselves;

• (vii) the party has presented a declaration of intention under section 54A of the Bankruptcy Act ; 966 (Cth); or

• (viii) anything analogous to, or of similar effect to anything described above has occurred in respect of the party under the law of any relevant jurisdiction.

ITAA 1997 means the Income Tax Assessment Act 1997 (Cth).

Market Participant has the meaning given in the ASX Operating Rules.

Price means:

• (a) in relation to a 100% cash offer (or a 100% cash with a scrip alternative offer), the cash price offered in Australian dollars for the 100% cash offer; or
• (b) in relation to an offer which comprises securities only or which comprises cash and securities:
  • (i) if the securities are quoted for trading on a stock exchange, the volume weighted average price per security (rounded to the nearest one-tenth of a cent) on the primary exchange on which the securities are quoted in the five trading days before the relevant Buyer Takeover Bid or Buyer Scheme is announced; or
  • (ix) in any other case, the value of the security as at the date the relevant Buyer Takeover Bid or Buyer Scheme is announced, as agreed by the parties (acting reasonably) or, in the absence of agreement, as determined by an independent expert agreed by the parties (or, in the absence of agreement, such person nominated by the National President of the Institute of Chartered Accountants); and
  • (x) any applicable cash component of the offer,

in each case expressed in Australian dollars and including the cash value of any Rights to be paid by the Company as part of and conditional upon any such offer. If an element of the Price needs to be converted into Australian dollars that price must be converted into Australian dollarsapplying the WM/Reuters Closing Spot Exchange Rate published at4.00pm London time on the date that the relevant transaction isannounced or entered into (as applicable),

and for the avoidance of doubt is the final price being offered at the time ofexercise of the Call Option (inclusive of any increases in price under a BuyerTakeover Bid or Buyer Scheme that have occurred following that transaction firstbeing announced).

Private Sale has the meaning given to that term in clause 4.1 (a)(ii).

Profit Share Amount means:

(a) the number of Shares sold by the Buyer under the Third Party CoCTransaction and/or the Private Sale (as the case may be);

multiplied by:

(d) 50% of the difference between the Purchase Price and the Third PartyAcquisition Price.

Purchase Consideration has the meaning given to that term in clause 2.2.

Purchase Price means $0.21 per Share.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in Chapter 6 of the Corporations Act.

Rights means all rights attaching to or arising from Shares (including, withoutlimitation, all rights to receive dividends, returns of capital or other distributions andto receive or subscribe for shares, notes, options or other securities or entitlementsdeclared, paid or issued by the Company).

Sale Shares means the number of Shares specified in Schedule 1.

Scheme means:

• (a) a scheme of arrangement proposal under Part 5.1 of the CorporationsAct for some or all of the issued and outstanding Shares; or
• (b) a selective capital reduction under Part 2J of the Corporations Act underwhich all Shares, other than Shares held by one person (or a person andhis or her or its Associates), are cancelled.

Seller CGT Declaration means a declaration (in the ATO form NAT 74879-06.2016or any replacement or successor of such form) from the Seller that either:

• (a) the Seller is an Australian resident as defined in section 995-1 of the ITAA1997; or
• (b) the Sale Shares are not indirect Australian real property interests asdefined in section 995-1 of the ITAA 1997,

that covers the date of Completion.

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

Taxation Administration Act means the Taxation Administration Act 1953 (Cth).

Third Party Acquisition Price means the price per Share sold by the Buyer under the Third Party CoC Transaction and/or the Private Sale (as the case may be) determined using the principles set out in paragraphs (a) and (b) of the definition of "Price".

Third Party CoC Transaction means either:

• (a) a takeover bid under Chapter 6 of the Corporations Act for Shares for some or all of the issued and outstanding Shares; or
• (e) a Scheme,

made by any party other than the Seller, the Buyer or an Associate of the Seller or the Buyer.

1.2 Interpretation

• (a) Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this agreement, except where the context makes it clear that a rule is not intended to apply.

• (b) A reference to:

  • (i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it;
  • (ii) a document (including this agreement) or agreement, or a provision of a document (including this agreement) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
  • (iii) a party to this agreement or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;
  • (iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
  • (v) anything (including a right, obligation or concept) includes each part of it; and
  • (vi) a date or time means that date or time in Perth, Western Australia.

• (c) A singular word includes the plural, and vice versa.

• (d) A word which suggests one gender includes the other gender.

• (e) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

• (f) If an example is given of anything (including a right, obligation orconcept), such as by saying it includes something else, the example doesnot limit the scope of that thing.

• (g) The word agreement includes an undertaking or other bindingarrangement or understanding, whether or not in writing.

• (h) The words subsidiary, holding company and related body corporatehave the same meanings as in the Corporations Act.

• (i) A reference to dollars or $ is to an amount in Australian currency.

• (j) If a period of time dates from a given day or the day of an act or event,it is to be calculated exclusive of that day.

• (k) A day is to be interpreted as the period of time commencing at midnightand ending 24 hours later.

1.3 Non Business Days

If the day on or by which a person must do something under this agreement is nota Business Day:

• (a) if the act involves a payment that is due on demand, the person must doit on or by the next Business Day; and
• (b) in any other case, the person must do it on or by the previous BusinessDay.

2. SALE AND PURCHASE OF SALE SHARES

2.1 Sale and purchase

On Completion, the Seller must sell and the Buyer must buy each Sale Share forthe Purchase Price free from all Encumbrances.

2.2 Consideration

The consideration payable by the Buyer to the Seller for the sale and purchase ofthe Sale Shares is the Purchase Price multiplied by the number of Sale Shores(Purchase Consideration).

2.3 Title, property and Rights

Title to and property in the Sale Shares and Rights associated with them:

• (a) until Completion, remain solely with the Seller; and
• (b) pass to the Buyer with effect from Completion.

3. COMPLETION

3.1 Time and place of Completion

Completion will take place as soon as practicable on the date that is two (2)Business Days following the date of this agreement, or any other time, date andplace agreed by the parties.

3.2 Seller obligations prior to Completion

If the Sale Shares are held on CHESS, the Seller must, if requested by the Buyer prior to Completion, instruct the controlling participant for the Sale Shares on CHESS to arrange for conversion of the holding to issuer sponsored.

3.3 Buyer's obligations at Completion

At Completion, the Buyer must either:

• (a if the Sale Shares are held on CHESS:
  • (i) instruct its Market Participant to execute a "Special Crossing" for the transfer of the Sale Shares from the Seller to the Buyer in accordance with the ASX Operating Rules; and
  • (ii) ensure that its Market Participant is in funds for an amount equal to the Purchase Consideration; or
• (b) if the Sale Shares are, or will be, held on the issuer sponsored sub-register of the Company, pay the Purchase Consideration to the Seller by electronic funds transfer in immediately available funds to an account specified by the Seller to the Buyer not less than 24 hours before Completion.

3.4 Seller's obligations at Completion

At Completion, the Seller must execute and deliver all necessary documents and give all necessary instruments to ensure that all right, title and interest in the Sale Shares passes from the Seller to the Buyer free from all Encumbrances and either:

• (a) if the Sale Shares are held on CHESS, instruct its Market Participant to execute a "Special Crossing" for the transfer of the Sale Shares from the Seller to the Buyer in accordance with the ASX Operating Rules; or
• (b) if the Sale Shares are held on the issuer sponsored sub-register of the Company, deliver to the Buyer a completed share transfer form for the Sale Shares in favour of the Buyer as transferee, duly executed by the registered holder as transferor.

3.5 Simultaneous actions at Completion

The obligations of the parties under clauses 3.3 and 3.4 are interdependent and must be performed, as nearly as possible, simultaneously. If any obligation specified in clause 3.3 or 3.4 is not performed at Completion then, at the election of the party to whom the obligation is owed and without prejudice to any other rights of the parties. Completion is taken not to have occurred and any documents delivered or payment made under this clause 3 must be returned to the party that delivered it or paid it.

3.6 Foreign resident CGT withholding tax

• (a) If the Seller is:
  • (i) a non-resident of Australia, the Seller makes a declaration under subsection 14-225(2) of Schedule 1 of the Taxation Administration Act that the Sale Shares are, and will be, membership interests but not indirect Australian real property interests (as defined

under the ITAA 1997) from the date of this document up to andincluding Completion; or

• (ii) a resident of Australia, the Seller makes a declaration undersubsection 14-225(1) of Schedule 1 of the Taxation AdministrationAct that it is, and will be, an Australian resident (as defined underthe ITAA 1997) from the date of this document up to andincluding Completion.
• (b)If Completion occurs later than six months after the date of thisdocument, the Seller must deliver a copy of the Seller CGT Declaration tothe Buyer at least five (5) Business Days before Completion.
• (c)The Buyer acknowledges that:
  • (i) each of the declarations given by the Seller under clause 3.6[a)and (if applicable) any further declaration under clause 3.6(b] isa declaration for the purposes of section 14-210(3) of Schedule 1to the Taxation Administration Act; and
  • (ii) provided that the Buyer does not, acting reasonably, know thatany such declaration is false, the Buyer will not:
    • (A) withhold any amount under Subdivision 14-D ofSchedule 1 to the Taxation Administration Act from thePurchase Price and any other consideration providedunder this agreement; or
    • (B) pay any amount under Subdivision 14-D of Schedule 1 tothe Taxation Administration Act to the Commissioner ofTaxation, in connection with the Purchase Price and anyother consideration provided under this agreement.

4. PROFIT SHARE

4.1 Agreement to Profit Share

In the event:

• (a) either:
  • (i) a Third Party CoC Transaction is made or announced; or
  • (ii) the Buyer sells or enters into an agreement to sell some or all ofthe Sale Shares to any party other than the Seller or an Associateof the Seller (Private Sale),

on or after the date of this agreement but prior to the Expiry Date; and

• (b) either:

  • (i) in respect of a Third Party CoC Transaction:
    • (A) if the price payable for Shares under the Third Party CoCTransaction (using the principles set out in paragraphs(a) and (b) of the definition of "Price" in clause 1.1) isgreater than the Purchase Price; and

• (B) the Buyer receives the consideration payable for its Shares which are acquired under the Third Party CoC Transaction; or

• (ii) in respect of a Private Sale, the sale price is greater than the Purchase Price (using the principles set out in paragraphs (a) and (b) of the definition of "Price" in clause 1.1), the Private Sale completes and the Buyer receives the consideration payable for its Shares which are acquired under the Private Sale,

(whether or not either (b)(i) or (b)(ii) occurs before or after the Expiry Date),

the Buyer must make a payment to the Seller equal to the Profit Share Amount (provided that, if the Profit Share Amount is $0 or a negative number, no amount is payable).

For the avoidance of doubt, this clause will apply to any Third Party CoC Transaction or Private Sale made, entered into or announced prior to the Expiry Date (including if there is more than one Third Party CoC Transaction or Private Sale).

4.2 Timing for payment of Profit Share Amount

• (a) Subject to clause 4.2(b), the Buyer must pay the Profit Share Amount to the Seller within five (5) Business Days of the date on which the Buyer receives the consideration payable for its Shares which are acquired under the Third Party CoC Transaction and/or Private Sale (as the case may be).
• (b) If any of the consideration in respect of a Third Party CoC Transaction or Private Sale (as the case may be) is payable on deferred terms, payment of the Profit Share Amount is to be deferred in the same proportion and paid by the Buyer to the Seller within five (5) Business Days of the date on which such deferred consideration is actually received by the Buyer.

5. CALL OPTION

5.1 Grant of Call Option

Subject to Completion occurring (and with effect on and from Completion), the Buyer grants the Seller for consideration of $1 an option (Call Option) to purchase the Call Option Shares on the terms set out in this agreement.

5.2 Exercise of Call Option

• (a) The Call Option may only be exercised during the Call Option Exercise Period (and prior to its lapse in accordance with clause 5.3).
• (b) The Seller may exercise the Call Option during the Call Option Exercise Period by delivering a completed and executed Exercise Notice to the Buyer.
• (c) The Seller may only exercise the Call Option once and in respect of all of the Call Option Shares.

5.3 Lapse of Call Option

• (a) If the Call Option Activation Date has not occurred on or before the Expir/Date, the Call Option automatically lapses at that time.
• (b) If, prior to completion of the sale and purchase of the Call Option Shares in accordance with clause 5.5, ASIC, a court of competent jurisdiction or the Takeovers Panel consents to or orders the withdrawal of the Buyer Takeover Bid or the Buyer Scheme applicable to the Exercise Notice, that Exercise Notice is deemed to be withdrawn by the Seller and the Seller may give another Exercise Notice if entitled to do so in accordance with clause 5.2. Any Exercise Notice withdrawn will be of no further force oreffect for the purposes of this clause 5.

5.4 Parties bound

If the Seller delivers an Exercise Notice under clause 5.2fb) then each of the Seller, as purchaser, and the Buyer, as seller, is immediately bound under a contract for the sale and purchase of the Call Option Shares for the amount described inclause 5.5fb) (iii).

5.5 Completion of Call Option purchase

If the Seller exercises the Call Option in accordance with clause 5.2:

• (a) completion of the sale and purchase of the relevant Call Option Shares will take place at 10.00am on the date that is 5 Business Days after the date on which the Call Option is exercised at the offices of Steinepreis Paganin in Perth, or such other time and place as the Seller and the Buyermay agree;

• (b) on completion of the sale and purchase of the Call Option Shares pursuant to the exercise of the Call Option:

  • (i) the Buyer must transfer or procure the transfer of the Call OptionShares to the Seller or to its order;
  • (ii) the Buyer must execute and deliver all necessary documents and give all necessary instruments to ensure that all right, title and interest in the Call Option Shares passes from the Buyer to theSeller (or to its order) free from all Encumbrances; and
  • (iii) the Seller must pay the Purchase Price for each Call Option Share to the Buyer in immediately available funds and take all steps necessary to give effect to its obligations and undertakings setout in the relevant Exercise Notice;

• (c) within two Business Days from the date when the Seller delivers to the Buyer the completed and executed Exercise Notice in accordance with clause 5.2(b], the Buyer must deliver to the Seller the Buyer CGTDeclaration; and

• (d) the Seller acknowledges and agrees that, provided that the Seller does not, acting reasonably, know that the Buyer CGT Declaration is false, theSeller will not:

• (i) withhold any amount under Subdivision 14-D of Schedule 1 to the Taxation Administration Act from the consideration paid to the Buyer for the Call Option Shares; or

• (ii) pay any amount under Subdivision 14-D of Schedule 1 to the Taxation Administration Act to the Commissioner of Taxation, in connection with the consideration paid to the Buyer for the Call Option Shares.

6. CALL OPTION CANCELLATION

6.1 Call Option Cancellation

If the Call Option is exercised following a Buyer Scheme, then the Buyer may cancel the Exercise Notice by giving the Seller a Cancellation Notice at any time prior to the completion of the sale and purchase of the relevant Call Option Shares in accordance with clause 5.5.

6.2 Cancellation of the Call Option

• (a) If the Buyer delivers a Cancellation Notice to the Seller, then the Buyer must pay to the Seller any Cancellation Fee that may be payable by electronic funds transfer in immediately available funds to an account specified by the Buyer, within 3 Business Days of the deliver/ of the Cancellation Notice by the Buyer.
• (b) If a Cancellation Notice is given, the contract formed under clause 5.4 shall terminate.

7. WARRANTIES

7.1 Seller warranties

To the extent the Seller is a company, the Seller represents and warrants to the Buyer that:

• (a) it is a corporation validly existing under the laws of the place of its incorporation;

• (b) it is not subject to any Insolvency Event;

• (c) it has full and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;

• (d) this agreement constitutes a full and binding legal obligation upon it;

• (e) this agreement does not conflict with or result in the breach of or default under any provision of its constituent documents or any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation to which it is a party or is subject or by which it is bound;

• (f) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject to its terms;

• (g) the Sale Shares are free from all Encumbrances and there is no agreement to give or create any Encumbrance over the Sale Shares; and

• (h) the execution, deliver/ and performance of this agreement:

  • (i) complies with its constituent documents; and
  • (ii) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into andperforming its obligations under this agreement.

To the extent the Seller is an individual, the Seller represents and warrants to theBuyer that:

• (a) it is not subject to any Insolvency Event;
• (i) it has full and lawful authority to execute and deliver this agreement andto perform or cause to be performed its obligations under this agreement;
• (]) this agreement constitutes a full and binding legal obligation upon it;
• (k) this agreement does not conflict with or result in the breach of or default under any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation to which it is a party or issubject or by which it is bound;
• (I) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject toits terms;
• (m) the Sale Shares are free from all Encumbrances and there is noagreement to give or create any Encumbrance over the Sale Shares; and
• (n) the execution, delivery and performance of this agreement does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing its obligations under thisagreement.

7.2 Buyer warranties

The Buyer represents and warrants to the Seller that:

• (a) it is a corporation validly existing under the laws of the place of itsincorporation;

• (b) it is not subject to any Insolvency Event;

• (c) it has full and lawful authority to execute and deliver this agreement andto perform or cause to be performed its obligations under this agreement;

• (d) this agreement constitutes a full and binding legal obligation upon it;

• (e) this agreement does not conflict with or result in the breach of or default under any provision of its constituent documents or any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment,law or regulation to which it is a party or is subject or by which it is bound;

• (f) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject to its terms; and

• (g) the execution, deliver/ and performance of this agreement:

  • (i) complies with its constituent documents; and
  • (ii) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing its obligations under this agreement.

7.3 Repetition of representations and warranties

The representations and warranties given in this clause 6 are regarded as repeated at Completion with regard to the facts and circumstances then subsisting.

7.4 Seller indemnity

The Seller indemnifies the Buyer and must hold the Buyer harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Buyer as a result of the breach of any of the representations or warranties in clause 7.1 and from and against all actions, proceedings, claims or demands made against the Buyer as a result of any such breach.

7.5 Buyer indemnity

The Buyer indemnifies the Seller and must hold the Seller harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Seller as a result of the breach of any of the representations or warranties in clause 7.2 and from and against all actions, proceedings, claims or demands made against the Seller as a result of any such breach.

8. CONFIDENTIALITY

Prior to the publication of a copy of this agreement by the Buyer pursuant to the requirements of s671B of the Corporations Act, a party may not disclose the provisions of this agreement or the terms of sale of the Sale Shares to any person except:

• (a) as a media announcement in a form agreed between the Buyer and the Seller;
• (b) with the prior written consent of the other party; or
• (c) as required by an applicable law, legal process, any order or rule of any government agency, the rules of a recognised stock exchange.

9. COSTS AND DUTY

9.1 Costs and expenses

Each party must pay its own costs in relation to the preparation, execution, and deliver/ of this agreement, unless expressly provided otherwise in this agreement.

9.2 Duty

The Buyer agrees to pay all duty (including fines and penalties) chargeable,payable or assessed in relation to this agreement and any document entered intoor signed under this agreement.

10. GST(a)(b)(c)(d)(e)(f)Terms defined in the GST Act have the same meaning when used in thisclause or in the definition of "GST Amount" unless expressly statedotherwise.Unless expressly stated otherwise, any sum payable or amount used in thecalculation of a sum payable under this agreement has beendetermined without regard to GST and must be increased on account ofany GST payable under this clause.If any GST is payable on any taxable supply made under this agreementto the recipient by the supplier (Supplier), the recipient must pay the GSTAmount to the Supplier on the earlier of:(i) the time of making payment of any monetary consideration onwhich the GST is calculated; or(ii) the issue of an invoice relating to the taxable supply.The recipient must pay the GST Amount in the same manner as makingpayment of any monetary consideration on which the GST is calculated.The Supplier must provide as a precondition for payment by the recipientof the GST Amount, a tax invoice or a document that the Commissionerwill treat as a tax invoice.The amount recoverable on account of GST under this clause by theSupplier will include any fines, penalties, interest and other chargesincurred as a consequence of late payment or other default by therecipient under this clause.If either party is required to pay, reimburse or indemnify the other for thewhole or any part of any cost, expense, loss, liability or other amount thatthe other party has incurred or will incur in connection with thisagreement, the amount must be reduced by the amount for which theother party (or representative member if this is not the other party) canclaim an input tax credit, partial input tax credit, or other like offset.

11. NOTICES

11.1 Notices in writing

Each notice authorised or required to be given to a party shall be in legible writingand in English addressed to the party's address set out in clause 11.2 (or such otheraddress nominated in accordance with clause 11.3).

11.2 Initial address of parties

A person's address and email are those set out below, or as the person notifies thesender:

Address:	Lel 2RobRd, Subia, WA, Aalia, 437rts6008trveeoacous
Eil:ma
Aiottnten:

Address:	GndFlo10-11PrkPlarouor,aceLondSW1A1LPon,UK
Eil:ma
Aiottnten:

11.3 Change of Address

Each party may from time to time change its address or email by giving notice pursuant to clause 11.1 to the other party.

11.4 Receipt of notice

Any notice given pursuant to this agreement will be conclusively deemed to have been received:

• (a) in the case of personal deliver/, on the actual day of deliver/; or
• (b) if sent by e-mail, when a deliver/ confirmation report is received by the sender which records the time that the e-mail was delivered to the addressee's e-mail address (unless the sender receives a deliver/ failure notification indicating that the e-mail has not been delivered to the addressee),

but if the deliver/ or receipt is on a day that is not a Business Day or is after 5:00 pm (addressee's time) it is regarded as received at 9:00 am on the following Business Day.

12. MISCELLANEOUS

12.1 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent or approval in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.

12.2 Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later unless this agreement expressly states otherwise.

12.3 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this agreement.

12.4 Remedies cumulative

The rights and remedies provided in this agreement are in addition to other rightsand remedies given by law independently of this agreement.

12.5 Governing law

This agreement shall be governed by and construed in accordance with the lawfrom time to time in the State of Western Australia and the parties agree to submitto the non-exclusive jurisdiction of the courts of Western Australia and the courtswhich hear appeals therefrom.

12.6 Giving effect to this agreement

Each party must do anything (including execute any document) and must ensurethat its employees and agents do anything (including execute any document),that any other party may reasonably require to give full effect to this agreement.

12.7 Waiver of rights

A right may only be waived in writing, executed by the party giving the waiver,and:

• (a) no other conduct of a party (including a failure to exercise, or delay inexercising, the right) operates as a waiver of the right or otherwiseprevents the exercise of the right;
• (b) a waiver of a right on one or more occasions does not operate as awaiver of that right if it arises again; and
• (c) the exercise of a right does not prevent any further exercise of that rightor of any other right.

12.8 Survival

• (a) No term of this agreement merges on completion of any transactioncontemplated by this agreement.
• (b) Clauses 8, 9, 11 and 12 survive expir/ or termination of this agreementtogether with any other term which by its nature is intended to do so.

12.9 Operation of indemnities

• (a) Each indemnity in this agreement survives the expiry or termination of thisagreement.
• (b) A party may recover a payment under an indemnity in this agreementbefore it makes the payment in respect of which the indemnity is given.

12.10 Method of payment

Unless otherwise specified in this agreement, if a party is required to pay anamount under this agreement, it must pay the amount on the due date forpayment by direct deposit of immediately available funds to a bank account, thedetails of which are notified by the payee at least one Business Day before thedue date for payment.

12.11 Enforceability, withholding and entire agrement

• (a) Each party must pay any all payments required under this agreement and any related document free of any restriction or condition and without any withholding or deduction (unless and only if required by law).
• (b) If a provision of, or an obligation of a party under, this agreement is contrary to any law or an express order or declaration made by a Government Agency, then if the provision or obligation can be read down or severed to comply with the same, the provision or obligation must be read down or severed to the minimum extent to ensure its enforceability and as is necessary to comply with that law, policy or declaration.
• (c) This agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

12.12 Amendment

This agreement can only be amended or replaced by another document executed by the parties.

12.13 Assignment

A party may only assign, declare a trust over or otherwise deal with its rights under this agreement with the written consent of the other party.

12.14 Time is of the essence

Time shall be of the essence in this agreement in all respects.

12.15 Counterparts

This agreement may be executed in any number of counterparts (including by way of email) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

12.16 Attorneys

Each person who executes this agreement on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

SCHEDULE 1 - SELLER DETAILS AND SALE SHARES

NAME	Cital Dl Limitedap
GISIORETRATNOAUTHRITYENTITYID	353846
SSSALEHARE	225,349,418

SCHEDULE 2 - EXERCISE NOTICE

[f'nserf date]

This Deed Poll is made by: [insert] (Seller)

In favour of: [insert] (Buyer)

Call Option granted under sale agreement dated [insert] between the Buyer and the Seller (Sale Agreement)

In accordance with clause 5.2 of the Sale Agreement, the Seller exercises the Call Option in respect of the Call Option Shares.

Capitalised terms used in this notice have the same meaning as is given to those terms in the Sa/e Agreement, unless otherwise defined herein.

[The Seller undertakes to the Buyer to accept (and not under any circumstances withdraw the acceptance of) the offer contemplated by the [Buyer Takeover Bfd]' (Buyer Takeover Bid) immediately following the completion of the sale and purchase of the Call Option Shares pursuant to the Seller's exercise of the Call Option. The Seller irrevocably authorises the Buyer (or its nominee) and appoints the Buyer (or its nominee) as attorney to sign all documents, give all instructions and perform all actions as the Buyer deems necessary in order to give effect to the acceptance by the Seller of the Buyer's or its Associate's Buyer Takeover Bid and to enable the registration of the transfer of the Call Option Shares to the offerer pursuant to the terms of the Buyer Takeover Bid. The Seller agrees to deliver to the Buyer (or its nominee) on demand such powers of attorney, instruments of transfer and other documents as the Buyer (or its nominee) may require.] [De/ete if Call Option Exercise Period is triggered by a Buyer Scheme]

This deed poll is enforceable by the Buyer against the Seller notwithstanding that the Buyer has not executed this deed poll.

Executed as a deed poll.

IInsert summary details of Buyer Takeover Bid to which the notice relates.

SCHEDULE 3 - CANCELLATION NOTICI

[insert date]

To: [insert] (Seller)

Cancellation Notice granted under sale agreement dated [insert] between the Buyer andthe Seller (Sale Agreement)

In accordance with clause 6.2 of the Sale Agreement, the Buyer gives notice that it wishesto exercise its right to cancel the Call Option in respect of the Call Option Shares.

Capitafised terms used f'n this notice have the same meanf'ng as is given to those terms inthe Sate Agreement untess otherwise defined herein.

The Buyer agrees to pay to the Seller any Cancellation Fee in accordance with clause6.2fa) of the Sale Agreement.

The Call Option shall lapse upon receipt by the Seller of the payment or payments requiredby the Seller under clause 6.2(a] of the Sale Agreement.

EXECUTED by PERSEUS MINING LIMITEDACN 106 808 986

in accordance with section 1 27 of theCorporations Act 2001 (Cth) :

Signature of director

Signature secretary*of

director/company

Name of director

Name of director/company secretar/*

*please delete as applicable

EXECUTED by the parties as an agreement.

EXECUTED by PERSEUS MINING LIMITED ACN 106 808 986

in accordance with section 127 of the Corporations Act 2001 (Cth) :

^^y.

Signc(tj/re of director

^?^/^<^ZC(^^

Name of director

*please delete as applicable

Signature secretary* of d it-eetop/eom pa ny

Martijn Bosboom Company Secretary

Name of-eKrector/company secretary*

EXECUTED by CAPITAL Dl LIMITED REGISTRATION AUTHORITY ENTITY ID: 353846

in accordance with its constituent documents and place of incorporation:

Director

Name of Director

				EXECUTED by the parties as an agreement.
--	--	--	--	-------------------------------------------------

THE ENTITY SPECIFIED IN SCHEDULE 1 (SELLER)

and

PERSEUS MINING LIMITED (BUYER)

SALE AGREEMENT

STEINEPREIS PAGANIN i^

TABLE OF CONTENTS

1	DEFINIT	IONSANDINTERPRETATION1
	1.1Def1.2In1.3No	initi1ons.5tiotetarpren6BinDnusessays
2	SALEA	NDPURCHASEOFSALESHARES..A
	2.1SaC2.2o2.3Titl	lendha6apurcse6idtionseran.6ndRightrte, propeasy
3	COMPL	IOETN6
	3.1T3.2Se3.3B3.4SeS3.53.6Fo	6fCimndlaletioeapceoompn6llebligiorioCletioatr tronspoompn,C.6r'sbligatiotletiouyeonsaompnller'sbligioCletio.6attonsaompnC.7imulioletiotacttneousansaompn.7igsideCGTithholdinnttarenrewgx
4	PROFIT	SHARE.7
	4.1AgT4.2	S7Pfithat treemenorore.8iminfofPfitShaAnttgrpaymeororemoun,.
5	CALLO	PTION8
	5.1GE5.2xe5.3LaP5.4C5.5o	.8fCllOiontptraoanisofCall Oio.8ptrcenofCllOio.8ptpsean9iebdrtasoun.9letioofCllOiohaptmpnanprcseu
6	CAOLL	IOCANCOPTNELLATIN9
	C6.16.2Ca	9OClliollatiptananceon9llatiofthCllOioptncenoean,
7	WARRA	NTIES10
	.1S7B7.27.3ReS7.4e7.5Buy	lleie,10nterarrasw.10ientuyerwarrastitioofiondientatntpenrepresensaarras.wlleindenityrmindenityerm
8	CONFID	.11ENTIALITY
9	COSTS	ANDDUTY.11
	9.19.2	.11Cndtsosaexpenses..11Duty.
10	GST	12
11	NOTICES
	11.111.211.311.4	.12Nicinritinoteswgf p12Initialddtiearessoars.13ChaofAddngeress.13Reif nicptotecoe.
12	13ISCEOUSMELLAN
	D12.112.2P12.3N12.4RG12.512.6G	13isioinisinrightetcrnexercgs..13ial eisinofightrtaxercgrs.13liabilitfolooyrss.13edieulivatemscume13inlaoverngw13ivineffethiscttntgoagreeme

12.7W	.1fivrihtaer ogs	3
S12.8	1/ivalun.;.	4
12.9O	1tioofindenitieperanms.	4
12.10	1Mhodofetntpayme	4
12.11	1Enfbilitithholdindtirt.orceay,wganeneagremen	4
12.12A	1dmt.menen	4
A12.13	1itssgnmen	4
12.14	1Timisf theeoessence	4
C12.15	.1ntrtsouerpa	4
12.16A	1ttorneys.	4
SC-SHEDULE1EL	,1SSSS.LERDETAILANDALEHARE	5
SCHEDULEEX2-	.1ERCISENOTICE.	6
SCHEDULECA3-	1NCELLATIONNOTICE.	7

^

BETWEEN

THE ENTITY SPECIFIED IN SCHEDULE 1 (Seller);

AND

PERSEUS MINING LIMITED (ACN 1 06 808 986)of Level 2, 437 Roberts Road, Subiaco, Western Australia(Buyer).

RECITALS

A. The Seller has agreed to sell, and the Buyer has agreed to buy, the Sale Shares on theterms, and subject to the conditions, of this agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

These meanings apply unless the contrary intention appears:

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in section 12 of the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Operating Rules means the operating rules of ASX in force from time to time.

Business Day means a day other than a Saturday, Sunday or public or bank holiday inPerth, Western Australia.

Buyer CGT Declaration means a declaration (in the ATO form NAT 74879-06.2016 or anyreplacement or successor of such form) from the Buyer that either:

• (a)the Buyer is an Australian resident as defined in section 995-1 of the ITAA 1 997;or
• (b) the Call Option Shares are not indirect Australian real property interests asdefined in section 995-1 of the ITAA 1997,

that covers (at least) the period between the date when the contract for the sale andpurchase of the Call Option Shares is entered into under clause 5.4 and the date when thetransfer of the Call Option Shares to the Seller is completed.

Buyer Takeover Bid means a takeover bid under Chapter 6 of the Corporations Act forShares, made by the Buyer or an Associate of the Buyer.

Buyer Scheme means:

• (a) a scheme of arrangement or compromise proposal under Part 5.1 of theCorporations Act under which Shares are transferred to the Buyer (or anAssociate of the Buyer) or are cancelled, such that the Company becomes awholly-owned subsidiary of the Buyer or its Associate/s; or
• (b) a selective capital reduction under Part 2J of the Corporations Act under whichall Shares, other than Shares held by the Buyer (or an Associate of the Buyer), arecancelled.

Call Option has the meaning given in clause 5.1.

Call Option Activation Date means:

• (a) in the case of a Buyer Takeover Bid, the earliest date on which both of thefollowing conditions are satisfied:

  • (i) a Buyer Takeover Bid is made at a Price that exceeds the Purchase Pricewhich is unconditional, or has become unconditional; and

• (ii) the Buyer has a Relevant Interest in not less than 50.1% of all Shares (determined on a fully diluted basis); or

• (b) in the case of a Buyer Scheme, the date on which the Buyer Scheme at a Price that exceeds the Purchase Price is approved by the court in accordance with section 411(4) (b) of the Corporations Act.

Call Option Exercise Period means the period commencing on the Call Option Activation Date and ending 5 Business Days thereafter.

Call Option Shares means that number of Shares as is equal to the number of Sale Shares, or such lesser number of Shares as the Buyer beneficially owns at the time of exercise of the Call Option.

Cancellation Fee means an amount payable by the Buyer to the Seller calculated under clause 6.2 in cash equal to the excess of the Price per Share under the Buyer Scheme over the Purchase Price multiplied by the number of Call Option Shares.

Cancellation Notice means a notice from the Buyer to the Seller, substantially in the form set out in Schedule 3.

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

Company means Predictive Discover/ Limited (ACN 127 171 877).

Completion means the completion of the sale and purchase of the Sale Shares in accordance with clause 3.

Completion Date means the date on which Completion occurs.

Corporations Act means the Corporations Act 2001 (Cth).

Encumbrance means:

• (a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power, flawed deposit arrangement or security interest under the Personal Property Securities Act 2009 (Cth);
• (b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or
• (c) third party right or interest or any right arising as consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Exercise Notice means an exercise notice in the form set out in Schedule 2.

Expiry Date means 5pm on 31 December 2025.

Government Agency means any government, governmental, semi-governmental, administrative, fiscal, judicial or quasi judicial body, department, commission, authority, tribunal, agency or entity.

GST has the same meaning as in the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law means the same as "GST Law" means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Insolvency Event means:

• (a) in relation to a party which is a company, the happening of one or more of the following events:

  • (i) an order is made, or a resolution is passed for the winding up, dissolution or administration of the party or one of its related bodies corporate;

• (ii) the party institutes any proceedings or arrangements for the liquidationof, or a receiver is appointed to, the party or one of its related bodiescorporate;

• (iii) a receiver, a receiver and manager, administrator or similar officer isappointed over or a distress or execution is levied over the assets of theparty or one of its related bodies corporate;

• (iv) the party, or one of its related bodies corporate, suspends payment ofits debts or is unable to pay its debts as and when they fall due;

• (v) the party, or one of its related bodies corporate, makes or offers tomake an arrangement with its creditors or a class of them; or

• (vi) anything analogous to, or of similar effect to anything described abovehas occurred in respect of the party under the law of any relevantjurisdiction; and

• (b) in relation to a party which is an individual, the happening of one or more of thefollowing events:

  • (i) an administrator or person having a similar or analogous function underthe law of any jurisdiction has been appointed in respect of the party;
  • (ii) the party has entered into or taken steps or proposes to enter into, anyarrangement, composition or compromise for the benefit of all or anyclass of its creditors or members or a moratorium involving any of them;
  • (iii) a distress, attachment or execution has been levied or becomeenforceable against the party or any of its assets;
  • (iv) the party is able to pay its debts as and when they fall due;
  • (v) the party is taken under applicable laws to be unable to pay its debts,or has stopped or suspended, or threatened to stop or suspend,payment of all or a class of its debts;
  • (vi) a sequestration order has been made against the estate of the party ora petition for the making of a sequestration order against the estate ofthe party has been presented, or the party has presented such apetition against themselves;
  • (vii) the party has presented a declaration of intention under section 54A ofthe Bankruptcy Act 1966 (Cth); or
  • (viii) anything analogous to, or of similar effect to anything described abovehas occurred in respect of the party under the law of any relevantjurisdiction.

ITAA 1997 means the fncome Tax Assessment Act 1997 (Cth).

Market Participant has the meaning given in the ASX Operating Rules.

Price means:

• (a) in relation to a 100% cash offer (or a 100% cash with a scrip alternative offer), thecash price offered in Australian dollars for the 100% cash offer; or
• (b) in relation to an offer which comprises securities only or which comprises cashand securities:
  • (i) if the securities are quoted for trading on a stock exchange, the volumeweighted average price per security (rounded to the nearest one-tenthof a cent) on the primary exchange on which the securities are quotedin the five trading days before the relevant Buyer Takeover Bid or BuyerScheme is announced; or
  • (ii) in any other case, the value of the security as at the date the relevantBuyer Takeover Bid or Buyer Scheme is announced, as agreed by the

parties (acting reasonably) or, in the absence of agreement, as determined by an independent expert agreed by the parties (or, in the absence of agreement, such person nominated by the National President of the Institute of Chartered Accountants); and

(iii) any applicable cash component of the offer,

in each case expressed in Australian dollars and including the cash value of any Rights to be paid by the Company as part of and conditional upon any such offer. If an element of the Price needs to be converted into Australian dollars that price must be converted into Australian dollars applying the WM/Reuters Closing Spot Exchange Rate published at 4.00pm London time on the date that the relevant transaction is announced or entered into (as applicable),

and for the avoidance of doubt is the final price being offered at the time of exercise of the Call Option (inclusive of any increases in price under a Buyer Takeover Bid or Buyer Scheme that have occurred following that transaction first being announced).

Private Sale has the meaning given to that term in clause 4.1 (a) (ii).

Profit Share Amount means:

(a) the number of Shares sold by the Buyer under the Third Party CoC Transaction and/or the Private Sale (as the case may be);

multiplied by:

(b) 50% of the difference between the Purchase Price and the Third Party Acquisition Price.

Purchase Consideration has the meaning given to that term in clause 2.2.

Purchase Price means $0.21 per Share.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in Chapter 6 of the Corporations Act.

Rights means all rights attaching to or arising from Shares (including, without limitation, all rights to receive dividends, returns of capital or other distributions and to receive or subscribe for shares, notes, options or other securities or entitlements declared, paid or issued by the Company).

Sale Shares means the number of Shares specified in Schedule 1.

Scheme means:

• (a) a scheme of arrangement proposal under Part 5.1 of the Corporations Act for some or all of the issued and outstanding Shares; or
• (b) a selective capital reduction under Part 2J of the Corporations Act under which all Shares, other than Shares held by one person (or a person and his or her or its Associates), are cancelled.

Seller CGT Declaration means a declaration (in the ATO form NAT 74879-06.2016 or any replacement or successor of such form) from the Seller that either:

• (a) the Seller is an Australian resident as defined in section 995-1 of the ITAA 1997;or
• (b) the Sale Shares are not indirect Australian real property interests as defined in section 995-1 of the ITAA 1997,

that covers the date of Completion.

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

Taxation Administration Act means the Taxation Administration Act 1953 (Cth).

Third Party Acquisition Price means the price per Share sold by the Buyer under the ThirdParty CoC Transaction and/or the Private Sale (as the case may be) determined using theprinciples set out in paragraphs (a) and (b) of the definition of "Price".

Third Party CoC Transaction means either:

• (a) a takeover bid under Chapter 6 of the Corporations Act for Shares for some or allof the issued and outstanding Shares; or
• (b)a Scheme,

made by any party other than the Seller, the Buyer or an Associate of the Seller or theBuyer.

1.2Interpretation

• (a)Headings are for convenience only, and do not affect interpretation. Thefollowing rules also apply in interpreting this agreement, except where thecontext makes it clear that a rule is not intended to apply.
• (b)A reference to:
  • (i)a legislative provision or legislation (including subordinate legislation) isto that provision or legislation as amended, re-enacted or replaced,and includes any subordinate legislation issued under it;
  • (ii)a document (including this agreement) or agreement, or a provision ofa document (including this agreement) or agreement, is to thatdocument, agreement or provision as amended, supplemented,replaced or novated;
  • (iii)a party to this agreement or to any other document or agreementincludes a successor in title, permitted substitute or a permitted assignof that party;
  • (iv)a person includes any type of entity or body of persons, whether or notit is incorporated or has a separate legal identity, and any executor,administrator or successor in law of the person;
  • (V)anything (including a right, obligation or concept) includes each partof it; and
  • (vi)a date or time means that date or time in Perth, Western Australia.
• (c)A singular word includes the plural, and vice versa.
• (d)A word which suggests one gender includes the other gender.
• (e)If a word or phrase is defined, any other grammatical form of that word or phrasehas a corresponding meaning.
• (f)If an example is given of anything (including a right, obligation or concept), suchas by saying it includes something else, the example does not limit the scope ofthat thing.
• (9)The word agreement includes an undertaking or other binding arrangement orunderstanding, whether or not in writing.
• (h)The words subsidiary, holding company and related body corporate have thesame meanings as in the Corporations Act.
• (i)A reference to dollars or $ is to an amount in Australian currency.
• (j)If a period of time dates from a given day or the day of an act or event, it is tobe calculated exclusive of that day.
• (k)A day is to be interpreted as the period of time commencing at midnight andending 24 hours later.

1.3 Non Business Days

If the day on or by which a person must do something under this agreement is not a Business Day:

• (a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and
• (b) in any other case, the person must do it on or by the previous Business Day.

2. SALE AND PURCHASE OF SALE SHARES

2.1 Sale and purchase

On Completion, the Seller must sell and the Buyer must buy each Sale Share for the Purchase Price free from all Encumbrances.

2.2 Consideration

The consideration payable by the Buyer to the Seller for the sale and purchase of the Sale Shares is the Purchase Price multiplied by the number of Sale Shares (Purchase Consideration).

2.3 Title, property and Rights

Title to and property in the Sale Shares and Rights associated with them:

• (a) until Completion, remain solely with the Seller; and
• (b) pass to the Buyer with effect from Completion.

3. COMPLETION

3.1 Time and place of Completion

Completion will take place as soon as practicable on the date that is two (2) Business Days following the date of this agreement, or any other time, date and place agreed by the parties.

3.2 Seller obligations prior to Completion

If the Sale Shares are held on CHESS, the Seller must, if requested by the Buyer prior to Completion, instruct the controlling participant for the Sale Shares on CHESS to arrange for conversion of the holding to issuer sponsored.

3.3 Buyer's obligations at Completion

At Completion, the Buyer must either:

• (a) if the Sale Shares are held on CHESS:
  • (i) instruct its Market Participant to execute a "Special Crossing" for the transfer of the Sale Shares from the Seller to the Buyer in accordance with the ASX Operating Rules; and
  • (ii) ensure that its Market Participant is in funds for an amount equal to the Purchase Consideration; or
• (b) if the Sale Shares are, or will be, held on the issuer sponsored sub-register of the Company, pay the Purchase Consideration to the Seller by electronic funds transfer in immediately available funds to an account specified by the Seller to the Buyer not less than 24 hours before Completion.

3.4 Seller's obligations at Completion

At Completion, the Seller must execute and deliver all necessary documents and give all necessary instruments to ensure that all right, title and interest in the Sale Shares passes from the Seller to the Buyer free from all Encumbrances and either:

• (a) if the Sale Shares are held on CHESS, instruct its Market Participant to execute a"Special Crossing" for the transfer of the Sale Shares from the Seller to the Buyerin accordance with the ASX Operating Rules; or
• (b) if the Sale Shares are held on the issuer sponsored sub-register of the Company,deliver to the Buyer a completed share transfer form for the Sale Shares in favourof the Buyer as transferee, duly executed by the registered holder as transferor.

3.5Simultaneous actions at Completion

The obligations of the parties under clauses 3.3 and 3.4 are interdependent and must beperformed, as nearly as possible, simultaneously. If any obligation specified in clause 3.3or 3.4 is not performed at Completion then, at the election of the party to whom theobligation is owed and without prejudice to any other rights of the parties. Completion istaken not to have occurred and any documents delivered or payment made under thisclause 3 must be returned to the party that delivered it or paid it.

3.6Foreign resident CGT withholding tax

• (a) If the Seller is:
  • (i) a non-resident of Australia, the Seller makes a declaration undersubsection 14-225(2) of Schedule 1 of the Taxation Administration Actthat the Sale Shares are, and will be, membership interests but notindirect Australian real property interests (as defined under the ITAA1997) from the date of this document up to and includingCompletion; or
  • (ii) a resident of Australia, the Seller makes a declaration under subsection14-225( 1) of Schedule 1 of the Taxation Administration Act that it is, andwill be, an Australian resident (as defined under the ITAA 1997) from thedate of this document up to and including Completion.
• (b) If Completion occurs later than six months after the date of this document, theSeller must deliver a copy of the Seller CGT Declaration to the Buyer at least five(5) Business Days before Completion.
• (c) The Buyer acknowledges that:
  • (i) each of the declarations given by the Seller under clause 3.6fa) and (ifapplicable) any further declaration under clause 3.6fb) is a declarationfor the purposes of section 14-210(3) of Schedule 1 to the TaxationAdministration Act; and
  • (ii) provided that the Buyer does not, acting reasonably, know that anysuch declaration is false, the Buyer will not:
    • (A) withhold any amount under Subdivision 14-D of Schedule 1 tothe Taxation Administration Act from the Purchase Price andany other consideration provided under this agreement; or
    • (B) pay any amount under Subdivision 14-D of Schedule 1 to theTaxation Administration Act to the Commissioner of Taxation,in connection with the Purchase Price and any otherconsideration provided under this agreement.

4. PROFIT SHARE

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on or after the date of this agreement but prior to the Expiry Date; and

• (b) either:
  • (i) in respect of a Third Party CoC Transaction:
    • (A) if the price payable for Shares under the Third Party CoC Transaction (using the principles set out in paragraphs (a) and (b) of the definition of "Price" in clause 1.1) is greater than the Purchase Price; and
    • (B) the Buyer receives the consideration payable for its Shares which are acquired under the Third Party CoC Transaction; or
  • (ii) in respect of a Private Sale, the sale price is greater than the Purchase Price (using the principles set out in paragraphs (a) and (b) of the definition of "Price" in clause 1.1), the Private Sale completes and the Buyer receives the consideration payable for its Shares which are acquired under the Private Sale,

(whether or not either (b)(i) or (b)(ii) occurs before or after the Expir/ Date),

the Buyer must make a payment to the Seller equal to the Profit Share Amount (provided that, if the Profit Share Amount is $0 or a negative number, no amount is payable).

For the avoidance of doubt, this clause will apply to any Third Party CoC Transaction or Private Sale made, entered into or announced prior to the Expiry Date (including if there is more than one Third Party CoC Transaction or Private Sale).

4.2 Timing for payment of Profit Share Amount

• (a) Subject to clause 4.2fb), the Buyer must pay the Profit Share Amount to the Seller within five (5) Business Days of the date on which the Buyer receives the consideration payable for its Shares which are acquired under the Third Party CoC Transaction and/or Private Sale (as the case may be).
• (b) If any of the consideration in respect of a Third Party CoC Transaction or Private Sale (as the case may be) is payable on deferred terms, payment of the Profit Share Amount is to be deferred in the same proportion and paid by the Buyer to the Seller within five (5) Business Days of the date on which such deferred consideration is actually received by the Buyer.

5. CALL OPTION

5.1 Grant of Call Option

Subject to Completion occurring (and with effect on and from Completion), the Buyer grants the Seller for consideration of $1 an option (Call Option) to purchase the Call Option Shares on the terms set out in this agreement.

5.2 Exercise of Call Option

• (a) The Call Option may only be exercised during the Call Option Exercise Period (and prior to its lapse in accordance with clause 5.3).
• (b) The Seller may exercise the Call Option during the Call Option Exercise Period by delivering a completed and executed Exercise Notice to the Buyer.
• (c) The Seller may only exercise the Call Option once and in respect of all of the Call Option Shares.

5.3 Lapse of Call Option

• (a) If the Call Option Activation Date has not occurred on or before the Expir/ Date, the Call Option automatically lapses at that time.
• (b) If, prior to completion of the sale and purchase of the Call Option Shares in accordance with clause 5.5, ASIC, a court of competent jurisdiction or the Takeovers Panel consents to or orders the withdrawal of the Buyer Takeover Bid

or the Buyer Scheme applicable to the Exercise Notice, that Exercise Notice isdeemed to be withdrawn by the Seller and the Seller may give another ExerciseNotice if entitled to do so in accordance with clause 5.2. Any Exercise Noticewithdrawn will be of no further force or effect for the purposes of this clause 5.

5.4 Parties bound

If the Seller delivers an Exercise Notice under clause 5.2fb) then each of the Seller, aspurchaser, and the Buyer, as seller, is immediately bound under a contract for the sale andpurchase of the Call Option Shares for the amount described in clause 5.5(b)(iii).

5.5 Completion of Call Option purchase

If the Seller exercises the Call Option in accordance with clause 5.2:

• (a) completion of the sale and purchase of the relevant Call Option Shares will takeplace at 10.00am on the date that is 5 Business Days after the date on which theCall Option is exercised at the offices of Steinepreis Paganin in Perth, or such othertime and place as the Seller and the Buyer may agree;
• (b) on completion of the sale and purchase of the Call Option Shares pursuant tothe exercise of the Call Option:
  • (i) the Buyer must transfer or procure the transfer of the Call Option Sharesto the Seller or to its order;
  • (ii) the Buyer must execute and deliver all necessary documents and giveall necessary instruments to ensure that all right, title and interest in theCall Option Shares passes from the Buyer to the Seller (or to its order)free from all Encumbrances; and
  • (iii) the Seller must pay the Purchase Price for each Call Option Share to theBuyer in immediately available funds and take all steps necessary togive effect to its obligations and undertakings set out in the relevantExercise Notice;
• (c) within two Business Days from the date when the Seller delivers to the Buyer thecompleted and executed Exercise Notice in accordance with clause 5.2(b), theBuyer must deliver to the Seller the Buyer CGT Declaration; and
• (d) the Seller acknowledges and agrees that, provided that the Seller does not,acting reasonably, know that the Buyer CGT Declaration is false, the Seller willnot:
  • (i) withhold any amount under Subdivision 14-D of Schedule 1 to theTaxation Administration Act from the consideration paid to the Buyer forthe Call Option Shares; or
  • (ii) pay any amount under Subdivision 14-D of Schedule 1 to the TaxationAdministration Act to the Commissioner of Taxation, in connection withthe consideration paid to the Buyer for the Call Option Shares.

6. CALL OPTION CANCELLATION

6.1 Call Option Cancellation

If the Call Option is exercised following a Buyer Scheme, then the Buyer may cancel theExercise Notice by giving the Seller a Cancellation Notice at any time prior to thecompletion of the sale and purchase of the relevant Call Option Shares in accordancewith clause 5.5.

6.2 Cancellation of the Call Option

(a) If the Buyer delivers a Cancellation Notice to the Seller, then the Buyer must payto the Seller any Cancellation Fee that may be payable by electronic fundstransfer in immediately available funds to an account specified by the Buyer,within 3 Business Days of the deliver/ of the Cancellation Notice by the Buyer.

(b) If a Cancellation Notice is given, the contract formed under clause 5.4 shall terminate.

7. WARRANTIES

7.1 Seller warranties

To the extent the Seller is a company, the Seller represents and warrants to the Buyer that:

• (a) it is a corporation validly existing under the laws of the place of its incorporation;
• (b) it is not subject to any Insolvency Event;
• (c) it has full and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
• (d) this agreement constitutes a full and binding legal obligation upon it;
• (e) this agreement does not conflict with or result in the breach of or default under any provision of its constituent documents or any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation to which it is a party or is subject or by which it is bound;
• (f) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject to its terms;
• (g) the Sale Shares are free from all Encumbrances and there is no agreement to give or create any Encumbrance over the Sale Shares; and
• (h) the execution, deliver/ and performance of this agreement:
  • (i) complies with its constituent documents; and
  • (ii) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing its obligations under this agreement.

To the extent the Seller is an individual, the Seller represents and warrants to the Buyer that:

• (a) it is not subject to any Insolvency Event;
• (b) it has full and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
• (c) this agreement constitutes a full and binding legal obligation upon it;
• (d) this agreement does not conflict with or result in the breach of or default under any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation to which it is a party or is subject or by which it is bound;
• (e) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject to its terms;
• (f) the Sale Shares are free from all Encumbrances and there is no agreement to give or create any Encumbrance over the Sale Shares; and
• (g) the execution, deliver/ and performance of this agreement does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing its obligations under this agreement.

7.2 Buyer warranties

The Buyer represents and warrants to the Seller that:

• (a) it is a corporation validly existing under the laws of the place of its incorporation;

• (b) it is not subject to any Insolvency Event;

• (c) it has full and lawful authority to execute and deliver this agreement and toperform or cause to be performed its obligations under this agreement;

• (d) this agreement constitutes a full and binding legal obligation upon it;

• (e) this agreement does not conflict with or result in the breach of or default under any provision of its constituent documents or any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation towhich it is a party or is subject or by which it is bound;

• (f) it has obtained all authorisations and approvals necessary for it lawfully to enterinto and perform its obligations under this agreement subject to its terms: and

• (g) the execution, deliver/ and performance of this agreement:

  • (i) complies with its constituent documents; and
  • (ii) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing itsobligations under this agreement.

7.3 Repetition of representations and warranties

The representations and warranties given in this clause 6 are regarded as repeated atCompletion with regard to the facts and circumstances then subsisting.

7.4 Seller indemnity

The Seller indemnifies the Buyer and must hold the Buyer harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Buyer as a result of the breach of any of the representations or warranties in clause 7.1 and from and against all actions, proceedings, claims or demands made against the Buyeras a result of any such breach.

7.5 Buyer indemnity

The Buyer indemnifies the Seller and must hold the Seller harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Seller as a result of the breach of any of the representations or warranties in clause 7.2 and from and against all actions, proceedings, claims or demands made against the Selleras a result of any such breach.

8. CONFIDENTIALITY

Prior to the publication of a copy of this agreement by the Buyer pursuant to the requirements of s671 B of the Corporations Act, a party may not disclose the provisions ofthis agreement or the terms of sale of the Sale Shares to any person except:

• (a) as a media announcement in a form agreed between the Buyer and the Seller;
• (b) with the prior written consent of the other party; or
• (c) as required by an applicable law, legal process, any order or rule of anygovernment agency, the rules of a recognised stock exchange.

9. COSTS AND DUTY

9.1 Costs and expenses

Each party must pay its own costs in relation to the preparation, execution, and deliveryof this agreement, unless expressly provided otherwise in this agreement.

9.2 Duty

The Buyer agrees to pay all duty (including fines and penalties) chargeable, payable or assessed in relation to this agreement and any document entered into or signed under thisagreement.

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	(f)	Ifeithisuideibuindenifthher fthholetytooterparreqrepay, rmrseormeoreorywoflo, liabilitthhahethrtt,nttt ttyanypaanycosexpense,ssyoroeramouoerparhainedillinr itioiththistht bt,ntescurror wcunconnecnwagreemeneamoumusdudbthfohichheth(ivbeifntttyntatreceyeamour woerparorrepreseememr)thisishethclaiindirtialindiotttyt tt,t tt,noerparcanmanpuaxcrepapuaxcreffsthlikeetoroero

11. NOTICES

11.1 Notices in writing

Each notice authorised or required to be given to a party shall be in legible writing and in English addressed to the party's address set out in clause 11.2 (or such other address nominated in accordance with clause 11.3).

11.2 Initial address of parties

A person's address and email are those set out below, or as the person notifies the sender:

Address:	Lel 2, 437RobRd,Subia, WA6008, Aliatstraveeroacous
Eil:ma
Aiottnten:

Address:
Eil:ma
Aiottnten:

11.3 Change of Address

Each party may from time to time change its address or email by giving notice pursuantto clause 11.1 to the other party.

11.4 Receipt of notice

Any notice given pursuant to this agreement will be conclusively deemed to have beenreceived:

• (a) in the case of personal deliver/, on the actual day of deliver/; or
• (b) if sent by e-mail, when a deliver/ confirmation report is received by the sender which records the time that the e-mail was delivered to the addressee's e-mailaddress (unless the sender receives a deliver/ failure notification indicating thatthe e-mail has not been delivered to the addressee),

but if the deliver/ or receipt is on a day that is not a Business Day or is after 5:00 pm(addressee's time) it is regarded as received at 9:00 am on the following Business Day.

12. MISCELLANEOUS

12.1 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent or approval in any way it considers appropriate (including by imposing conditions), unless this agreement expresslystates otherwise.

12.2 Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party may stillexercise it later unless this agreement expressly states otherwise.

12.3 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure toexercise, or delay in exercising a right or remedy under this agreement.

12.4 Remedies cumulative

The rights and remedies provided in this agreement are in addition to other rights andremedies given by law independently of this agreement.

12.5 Governing law

This agreement shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the parties agree to submit to the non exclusive jurisdiction of the courts of Western Australia and the courts which hear appealstherefrom.

12.6 Giving effect to this agreement

Each party must do anything (including execute any document) and must ensure that its employees and agents do anything (including execute any document), that any otherparty may reasonably require to give full effect to this agreement.

12.7 Waiver of rights

A right may only be waived in writing, executed by the party giving the waiver, and:

• (a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise ofthe right;
• (b) a waiver of a right on one or more occasions does not operate as a waiver ofthat right if it arises again; and
• (c) the exercise of a right does not prevent any further exercise of that right or of anyother right.

12.8 Survival

• (a) No term of this agreement merges on completion of any transaction contemplated by this agreement.
• (b) Clauses 8, 9, 11 and 12 survive expir/ or termination of this agreement together with any other term which by its nature is intended to do so.

12.9 Operation of indemnities

• (a) Each indemnity in this agreement survives the expiry or termination of this agreement.
• (b) A party may recover a payment under an indemnity in this agreement before it makes the payment in respect of which the indemnity is given.

12.10 Method of payment

Unless otherwise specified in this agreement, if a party is required to pay an amount under this agreement, it must pay the amount on the due date for payment by direct deposit of immediately available funds to a bank account, the details of which are notified by the payee at least one Business Day before the due date for payment.

12.11 Enforceability, withholding and entire agrement

• (a) Each party must pay any all payments required under this agreement and any related document free of any restriction or condition and without any withholding or deduction (unless and only if required by law).
• (b) If a provision of, or an obligation of a party under, this agreement is contrary to any law or an express order or declaration made by a Government Agency, then if the provision or obligation can be read down or severed to comply with the same, the provision or obligation must be read down or severed to the minimum extent to ensure its enforceability and as is necessary to comply with that law, policy or declaration.
• (c) This agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

12.12 Amendment

This agreement can only be amended or replaced by another document executed by the parties.

12.13 Assignment

A party may only assign, declare a trust over or otherwise deal with its rights under this agreement with the written consent of the other party.

12.14 Time is of the essence

Time shall be of the essence in this agreement in all respects.

12.15 Counterparts

This agreement may be executed in any number of counterparts (including by way of email) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

12.16 Attorneys

Each person who executes this agreement on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

SCHEDULE 1 - SELLER DETAILS AND SALE SHARES

NAME	BPM Investments Limited
COMPANIES REGISTRYNUMBER	3094327
SALE SHARES	28,000,000

SCHEDULE 2 - EXERCISE NOTICE

[insert date]

This Deed Poll is made by: [insert] (Seller)

In favour of: [insert] (Buyer)

Call Option granted under sale agreement dated [insert] between the Buyer and the Seller (Sale Agreement)

In accordance with clause 5.2 of the Sale Agreement, the Seller exercises the Call Option in respect of the Call Option Shares.

Capitalised terms used in this notice have the same meaning as is given to those terms in the Sale Agreement, unless otherwise defined herein.

[The Seller undertakes to the Buyer to accept (and not under any circumstances withdraw the acceptance of) the offer contemplated by the [Buyer Takeover Bid]' (Buyer Takeover Bid) immediately following the completion of the sale and purchase of the Call Option Shares pursuant to the Seller's exercise of the Call Option. The Seller irrevocably authorises the Buyer (or its nominee) and appoints the Buyer (or its nominee) as attorney to sign all documents, give all instructions and perform all actions as the Buyer deems necessary in order to give effect to the acceptance by the Seller of the Buyer's or its Associate's Buyer Takeover Bid and to enable the registration of the transfer of the Call Option Shares to the offerer pursuant to the terms of the Buyer Takeover Bid. The Seller agrees to deliver to the Buyer (or its nominee) on demand such powers of attorney, instruments of transfer and other documents as the Buyer (or its nominee) may require.] [De/ete if Call Option Exercise Period is triggered by a Buyer Scheme]

This deed poll is enforceable by the Buyer against the Seller notwithstanding that the Buyer has not executed this deed poll.

Executed as a deed poll.

IInsert summary details of Buyer Takeover Bid to which the notice relates.

5964-0 )/3496270_3 16

SCHEDULE 3 - CANCELLATION NOTIC

[inserf date]

To: [insert] (Seller)

Cancellation Notice granted under sale agreement dated [insert] between the Buyer and the Seller(Sale Agreement)

In accordance with clause 6.2 of the Sale Agreement the Buyer gives notice that it wishes toexercise its right to cancel the Call Option in respect of the Call Option Shares.

Capitalised terms used in this notice have the same meaning as is given to those terms in the SaleAgreement, untess otherwise defined herein.

The Buyer agrees to pay to the Seller any Cancellation Fee in accordance with clause 6.2fa) of theSale Agreement.

The Call Option shall lapse upon receipt by the Seller of the payment or payments required by theSeller under clause 6.2fa) of the Sale Agreement.

)

EXECUTED by PERSEUS MINING LIMITEDACN 106 808 986

in accordance with section 1 27 of theCorporations Act 200 ] (Cth) :

Signature of director

Signature of director/company secretary*

Name of director

Name of director/company secretary*

*please delete as applicable

EXECUTED by the parties as an agreement.

)

EXECUTED by PERSEUS MINING LIMITED ACN 106808986

in accordance with section 1 27 of the Corporations Act 200; (Cth):

OA^<r^-^

SicA/iature of director

(^.Uff^^^^- ^

Name of director

*please delete as applicable

Signature of dfree+er/company secretary* Martijn Bosboom Company Secretary

Name of cfreCTor/company secretary*

EXECUTED by BPM INVESTMENTS LIMITED COMPANIES REGISTRY NUMBER: 3094327 in accordance with its constituent documents and place of incorporation:

Director

Director/Secretar/

EXECUTED by PERSEUS MINING LIMITED
ACN 106 808 986
in accordance with section 127 of the
Corporations Act 2001 (Cth):

THE ENTITY SPECIFIED IN SCHEDULE 1 (SELLER)

and

PERSEUS MINING LIMITED (BUYER)

SALE AGREEMENT

STEINEPREIS PAGANIN i?

TABLE OF CONTENTS

1	DEFINITI	ONSOANDINTERPRETATIN.1
	1.1D1.2InN1.3	.1fiitioennsti.5tetarpreonBinD.6onusessays
2	SALEA	NDPURCHASEOFSALESHARES.6
	2.1SaC2.22.3Titl	lendha.6aprcseuidti.6onseraonndRight.6rte, propeasy
3	COMPL	IOETN.6
	T3.1S3.2e3.3B3.4Se3.5S3.6Fo	imndlafCletio.6eapceoompnllebligiorioCletio.6atr tronspoompnCr'sbligioletio.6attuyeonsaompnller'sbligioCletio,6attonsaompnimulioCletio.7tacttneousansaompn,igsideCGTithholdin.7nttarenregwx
4	PROFIT	SHARE.,7
	4.1AgTim4.2	SPfitha.7nttreemeororeinfofPfitShaA.8ntt.grpaymeororemoun
5	CALLO	PTION
	5.1G5.2Exe5.3Lap	.8fCllOiontptraoanofCOisllio.8ptrcean.8f Call Oioptseon.
	P5.45.5C	iebd.9rtasonu.9letiofCllOiohaptompnoanpurcse
6	CALLO	PTIONCANCELLATION9
	C6.1aC6.2a	.9OClliollatioptnancen.9llatioofheCllOiotptncenan
7	WARRA	NTIES10
	Sel7.1B7.2uy.3R7e.4Sel77.5Buy	letie10r warrans.tie10erwarrans..11titioofiondientatntpenrepresensawarras.leindeni.11tyrm.11indenityerm
8	CONFID	ENTIALITY,11
9	COSTS	ANDDUTY.11
	9.19.2	Cnd11tsosaexpenses11Duty
10	GST	.12
11	NOTICES,1
	11.111.211.311.4	.12Nicinritinoteswg.f p.12Initialddtiearessoars.CofhaAdd.13ngeressReiftic.13pteconoe
12	ISCM	EOUSELLAN13
	D12.112.2PN12.312.4RG12.5G12.6	isioinisinright.13etcrnexercgs.13ial eisinofightrtaxercgrs.liabilitfolo.13oyrss.13dielativemescumueinla.13overngw13effeivincttthisntgoagreeme

12.7W	13ivofihtaerrgs
S12.8	14vilurva
O12.9	.14tioofindenitieperanms
12.10	14Mhodofett.paymen
12.11	14Enfbilitithholdinndirenttorceagaeagremeny,w
12.12A	.14dmt.menen
A12.13	14itssgnmen
12.14T	.14imisf theeoessence
12.15	.14Cntrtsouerpa
12.16A	14ttorneys.
SCSEHEDULE1-	LSSSHES.15LLERDETAIANDALEAR
SCHEDULE- EX2	,16ERCISENOTICE.
SCHEDULE3CA-	17NCELLATIONNOTICE.

THIS AGREEMENT is made the

BETWEEN

THE ENTITY SPECIFIED IN SCHEDULE 1 (Seller):

AND

PERSEUS MINING LIMITED (ACN 1 06 808 986) of Level 2, 437 Roberts Road, Subiaco, Western Australia(Buyer).

RECITALS

A. The Seller has agreed to sell, and the Buyer has agreed to buy, the Sale Shares on theterms, and subject to the conditions, of this agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

These meanings apply unless the contrary intention appears:

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in section 12 of the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Operating Rules means the operating rules of ASX in force from time to time.

Business Day means a day other than a Saturday, Sunday or public or bank holiday inPerth, Western Australia.

Buyer CGT Declaration means a declaration (in the ATO form NAT 74879-06.2016 or anyreplacement or successor of such form) from the Buyer that either:

• (a) the Buyer is an Australian resident as defined in section 995-1 of the ITAA 1997:or
• (b) the Call Option Shares are not indirect Australian real property interests asdefined in section 995-1 of the ITAA 1997,

that covers (at least) the period between the date when the contract for the sale and purchase of the Call Option Shares is entered into under clause 5.4 and the date when thetransfer of the Call Option Shares to the Seller is completed.

Buyer Takeover Bid means a takeover bid under Chapter 6 of the Corporations Act forShares, made by the Buyer or an Associate of the Buyer.

Buyer Scheme means:

• (a) a scheme of arrangement or compromise proposal under Part 5.1 of the Corporations Act under which Shares are transferred to the Buyer (or an Associate of the Buyer) or are cancelled, such that the Company becomes awholly-owned subsidiary of the Buyer or its Associate/s; or
• (b) a selective capital reduction under Part 2J of the Corporations Act under which all Shares, other than Shares held by the Buyer (or an Associate of the Buyer), arecancelled.

Call Option has the meaning given in clause 5.1.

Call Option Activation Date means:

• (a) in the case of a Buyer Takeover Bid, the earliest date on which both of thefollowing conditions are satisfied:

  • (i) a Buyer Takeover Bid is made at a Price that exceeds the Purchase Pricewhich is unconditional, or has become unconditional; and

• (ii) the Buyer has a Relevant Interest in not less than 50.1% of all Shares (determined on a fully diluted basis); or

• (b) in the case of a Buyer Scheme, the date on which the Buyer Scheme at a Price that exceeds the Purchase Price is approved by the court in accordance with section 411 (4)(b) of the Corporations Act.

Call Option Exercise Period means the period commencing on the Call Option Activation Date and ending 5 Business Days thereafter.

Call Option Shares means that number of Shares as is equal to the number of Sale Shares, or such lesser number of Shares as the Buyer beneficially owns at the time of exercise of the Call Option.

Cancellation Fee means an amount payable by the Buyer to the Seller calculated under clause 6.2 in cash equal to the excess of the Price per Share under the Buyer Scheme over the Purchase Price multiplied by the number of Call Option Shares.

Cancellation Notice means a notice from the Buyer to the Seller, substantially in the form set out in Schedule 3.

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

Company means Predictive Discover/ Limited (ACN 127 171 877).

Completion means the completion of the sale and purchase of the Sale Shares in accordance with clause 3.

Completion Date means the date on which Completion occurs.

Corporations Act means the Corporations Act 2001 (Cth).

Encumbrance means:

• (a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power, flawed deposit arrangement or security interest under the Personal Property Securities Act 2009 (Cth);
• (b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or
• (c) third party right or interest or any right arising as consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Exercise Notice means an exercise notice in the form set out in Schedule 2.

Expiry Date means 5pm on 31 December 2025.

Government Agency means any government, governmental, semi-governmental, administrative, fiscal, judicial or quasi judicial body, department, commission, authority, tribunal, agency or entity.

GST has the same meaning as in the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST taw means the same as "GST Law" means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Insolvency Event means:

• (a) in relation to a party which is a company, the happening of one or more of the following events:

  • (i) an order is made, or a resolution is passed for the winding up, dissolution or administration of the party or one of its related bodies corporate;

• (ii) the party institutes any proceedings or arrangements for the liquidation of, or a receiver is appointed to, the party or one of its related bodiescorporate;

• (iii) a receiver, a receiver and manager, administrator or similar officer is appointed over or a distress or execution is levied over the assets of theparty or one of its related bodies corporate;

• (iv) the party, or one of its related bodies corporate, suspends payment ofits debts or is unable to pay its debts as and when they fall due;

• (v) the party, or one of its related bodies corporate, makes or offers tomake an arrangement with its creditors or a class of them; or

• (vi) anything analogous to, or of similar effect to anything described above has occurred in respect of the party under the law of any relevantjurisdiction; and

• (b) in relation to a party which is an individual, the happening of one or more of thefollowing events:

  • (i) an administrator or person having a similar or analogous function underthe law of any jurisdiction has been appointed in respect of the party;
  • (ii) the party has entered into or taken steps or proposes to enter into, any arrangement composition or compromise for the benefit of all or anyclass of its creditors or members or a moratorium involving any of them;
  • (iii) a distress, attachment or execution has been levied or becomeenforceable against the party or any of its assets;
  • (iv) the party is able to pay its debts as and when they fall due;
  • (v) the party is taken under applicable laws to be unable to pay its debts, or has stopped or suspended, or threatened to stop or suspend,payment of all or a class of its debts;
  • (vi) a sequestration order has been made against the estate of the party or a petition for the making of a sequestration order against the estate of the party has been presented, or the party has presented such apetition against themselves;
  • (vii) the party has presented a declaration of intention under section 54A ofthe Bankruptcy Act )966 (Cth); or
  • (viii) anything analogous to, or of similar effect to anything described above has occurred in respect of the party under the law of any relevantjurisdiction.

ITAA 1997 means the Income Tax Assessment Act 1997 (Cth).

Market Participant has the meaning given in the ASX Operating Rules.

Price means:

• (a) in relation to a 100% cash offer (or a 100% cash with a scrip alternative offer), thecash price offered in Australian dollars for the 100% cash offer; or
• (b) in relation to an offer which comprises securities only or which comprises cashand securities:
  • (i) if the securities are quoted for trading on a stock exchange, the volume weighted average price per security (rounded to the nearest one-tenth of a cent) on the primary exchange on which the securities are quoted in the five trading days before the relevant Buyer Takeover Bid or BuyerScheme is announced; or
  • (ii) in any other case, the value of the security as at the date the relevantBuyer Takeover Bid or Buyer Scheme is announced, as agreed by the

parties (acting reasonably) or, in the absence of agreement, as determined by an independent expert agreed by the parties (or, in the absence of agreement, such person nominated by the National President of the Institute of Chartered Accountants); and

(iii) any applicable cash component of the offer,

in each case expressed in Australian dollars and including the cash value of any Rights to be paid by the Company as part of and conditional upon any such offer. If an element of the Price needs to be converted into Australian dollars that price must be converted into Australian dollars applying the WM/Reuters Closing Spot Exchange Rate published at 4.00pm London time on the date that the relevant transaction is announced or entered into (as applicable),

and for the avoidance of doubt is the final price being offered at the time of exercise of the Call Option (inclusive of any increases in price under a Buyer Takeover Bid or Buyer Scheme that have occurred following that transaction first being announced).

Private Sale has the meaning given to that term in clause 4.1 (a)(ii).

Profit Share Amount means:

(a) the number of Shares sold by the Buyer under the Third Party CoC Transaction and/orthe Private Sale (as the case may be);

multiplied by:

(b) 50% of the difference between the Purchase Price and the Third Party Acquisition Price.

Purchase Consideration has the meaning given to that term in clause 2.2.

Purchase Price means $0.21 per Share.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in Chapter 6 of the Corporations Act.

Rights means all rights attaching to or arising from Shares (including, without limitation, all rights to receive dividends, returns of capital or other distributions and to receive or subscribe for shares, notes, options or other securities or entitlements declared, paid or issued by the Company).

Sale Shares means the number of Shares specified in Schedule 1.

Scheme means:

• (a) a scheme of arrangement proposal under Part 5.1 of the Corporations Act for some or all of the issued and outstanding Shares; or
• (b) a selective capital reduction under Part 2J of the Corporations Act under which all Shares, other than Shares held by one person (or a person and his or her or its Associates), are cancelled.

Seller CGT Declaration means a declaration (in the ATO form NAT 74879-06.2016 or any replacement or successor of such form) from the Seller that either:

• (a) the Seller is an Australian resident as defined in section 995-1 of the ITAA 1997; or
• (b) the Sale Shares are not indirect Australian real property interests as defined in section 995-1 of the ITAA 1997,

that covers the date of Completion.

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

Taxation Administration Act means the Taxation Administration Act 1953 (Cth).

Third Party Acquisition Price means the price per Share sold by the Buyer under the ThirdParty CoC Transaction and/or the Private Sale (as the case may be) determined using theprinciples set out in paragraphs (a) and (b) of the definition of "Price".

Third Party CoC Transaction means either:

• (a) a takeover bid under Chapter 6 of the Corporations Act for Shares for some or allof the issued and outstanding Shares; or
• (b)a Scheme,

made by any party other than the Seller, the Buyer or an Associate of the Seller or theBuyer.

1.2Interpretation

• (a)Headings are for convenience only, and do not affect interpretation. Thefollowing rules also apply in interpreting this agreement, except where thecontext makes it clear that a rule is not intended to apply.
• (b)A reference to:
  • (i)a legislative provision or legislation (including subordinate legislation) isto that provision or legislation as amended, re-enacted or replaced,and includes any subordinate legislation issued under it;
  • (ii)a document (including this agreement) or agreement, or a provision ofa document (including this agreement) or agreement, is to thatdocument, agreement or provision as amended, supplemented,replaced or novated;
  • (iii)a party to this agreement or to any other document or agreementincludes a successor in title, permitted substitute or a permitted assignof that party;
  • (iv)a person includes any type of entity or body of persons, whether or notit is incorporated or has a separate legal identity, and any executor,administrator or successor in law of the person;
  • (V)anything (including a right, obligation or concept) includes each partof it; and
  • (vi)a date or time means that date or time in Perth, Western Australia.
• (c)A singular word includes the plural, and vice versa.
• (d)A word which suggests one gender includes the other gender.
• (e)If a word or phrase is defined, any other grammatical form of that word or phrasehas a corresponding meaning.
• (f)If an example is given of anything (including a right, obligation or concept), suchas by saying it includes something else, the example does not limit the scope ofthat thing.
• (9)The word agreement includes an undertaking or other binding arrangement orunderstanding, whether or not in writing.
• (h)The words subsidiary, holding company and related body corporate have thesame meanings as in the Corporations Act.
• (i)A reference to dollars or $ is to an amount in Australian currency.
• (i)If a period of time dates from a given day or the day of an act or event, it is tobe calculated exclusive of that day.
• (k)A day is to be interpreted as the period of time commencing at midnight andending 24 hours later.

1.3 Non Business Days

If the day on or by which a person must do something under this agreement is not a Business Day:

• (a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and
• (b) in any other case, the person must do it on or by the previous Business Day.

2. SALE AND PURCHASE OF SALE SHARES

2.1 Sale and purchase

On Completion, the Seller must sell and the Buyer must buy each Sale Share for the Purchase Price free from all Encumbrances.

2.2 Consideration

The consideration payable by the Buyer to the Seller for the sale and purchase of the Sale Shares is the Purchase Price multiplied by the number of Sale Shares (Purchase Consideration).

2.3 Title, property and Rights

Title to and property in the Sale Shares and Rights associated with them:

• (a) until Completion, remain solely with the Seller; and
• (b) pass to the Buyer with effect from Completion.

3. COMPLETION

3.1 Time and place of Completion

Completion will take place as soon as practicable on the date that is two (2) Business Days following the date of this agreement, or any other time, date and place agreed by the parties.

3.2 Seller obligations prior to Completion

If the Sale Shares are held on CHESS, the Seller must, if requested by the Buyer prior to Completion, instruct the controlling participant for the Sale Shares on CHESS to arrange for conversion of the holding to issuer sponsored.

3.3 Buyer's obligations at Completion

At Completion, the Buyer must either:

• (a) if the Sale Shares are held on CHESS:
  • (i) instruct its Market Participant to execute a "Special Crossing" for the transfer of the Sale Shares from the Seller to the Buyer in accordance with the ASX Operating Rules; and
  • (ii) ensure that its Market Participant is in funds for an amount equal to the Purchase Consideration; or
• (b) if the Sale Shares are, or will be, held on the issuer sponsored sub-register of the Company, pay the Purchase Consideration to the Seller by electronic funds transfer in immediately available funds to an account specified by the Seller to the Buyer not less than 24 hours before Completion.

3.4 Seller's obligations at Completion

At Completion, the Seller must execute and deliver all necessary documents and give all necessary instruments to ensure that all right, title and interest in the Sale Shares passes from the Seller to the Buyer free from all Encumbrances and either:

• (a) if the Sale Shares are held on CHESS, instruct its Market Participant to execute a"Special Crossing" for the transfer of the Sale Shares from the Seller to the Buyerin accordance with the ASX Operating Rules; or
• (b) if the Sale Shares are held on the issuer sponsored sub-register of the Company,deliver to the Buyer a completed share transfer form for the Sale Shares in favourof the Buyer as transferee, duly executed by the registered holder as transferor.

3.5Simultaneous actions at Completion

The obligations of the parties under clauses 3.3 and 3.4 are interdependent and must beperformed, as nearly as possible, simultaneously. If any obligation specified in clause 3.3or 3.4 is not performed at Completion then, at the election of the party to whom theobligation is owed and without prejudice to any other rights of the parties. Completion istaken not to have occurred and any documents delivered or payment made under thisclause 3 must be returned to the party that delivered it or paid it.

3.6Foreign resident CGT withholding tax

• (a) If the Seller is:
  • (i) a non-resident of Australia, the Seller makes a declaration undersubsection 14-225(2) of Schedule 1 of the Taxation Administration Actthat the Sale Shares are, and will be, membership interests but notindirect Australian real property interests (as defined under the ITAA1997) from the date of this document up to and includingCompletion; or
  • (ii) a resident of Australia, the Seller makes a declaration under subsection14-225(1) of Schedule 1 of the Taxation Administration Act that it is, andwill be, an Australian resident (as defined under the ITAA 1997) from thedate of this document up to and including Completion.
• (b) If Completion occurs later than six months after the date of this document, theSeller must deliver a copy of the Seller CGT Declaration to the Buyer at least five(5) Business Days before Completion.
• (c) The Buyer acknowledges that:
  • (i) each of the declarations given by the Seller under clause 3.6[a) and (ifapplicable) any further declaration under clause 3.6fb) is a declarationfor the purposes of section 14-210(3) of Schedule 1 to the TaxationAdministration Act; and
  • (ii) provided that the Buyer does not, acting reasonably, know that anysuch declaration is false, the Buyer will not:
    • (A) withhold any amount under Subdivision 14-D of Schedule 1 tothe Taxation Administration Act from the Purchase Price andany other consideration provided under this agreement; or
    • (B) pay any amount under Subdivision 14-D of Schedule 1 to theTaxation Administration Act to the Commissioner of Taxation,in connection with the Purchase Price and any otherconsideration provided under this agreement.

4. PROFIT SHARE

4.1 Agreement to Profit Share

In	het	nteve:

• (a) either:
  • (i) a Third Party CoC Transaction is made or announced; or
  • (ii) the Buyer sells or enters into an agreement to sell some or all of the SaleShares to any party other than the Seller or an Associate of the Seller(Private Sale),

on or after the date of this agreement but prior to the Expir/ Date; and

• (b) either:
  • (i) in respect of a Third Party CoC Transaction:
    • (A) if the price payable for Shares under the Third Party CoC Transaction (using the principles set out in paragraphs (a) and (b) of the definition of "Price" in clause 1.1) is greater than the Purchase Price; and
      • (B) the Buyer receives the consideration payable for its Shares which are acquired under the Third Party CoC Transaction; or
  • (ii) in respect of a Private Sale, the sale price is greater than the Purchase Price (using the principles set out in paragraphs (a) and (b) of the definition of "Price" in clause 1.1), the Private Sale completes and the Buyer receives the consideration payable for its Shares which are acquired under the Private Sale,

(whether or not either (b) (i) or (b) (ii) occurs before or after the Expiry Date),

the Buyer must make a payment to the Seller equal to the Profit Share Amount (provided that, if the Profit Share Amount is $0 or a negative number, no amount is payable).

For the avoidance of doubt, this clause will apply to any Third Party CoC Transaction or Private Sale made, entered into or announced prior to the Expir/ Date (including if there is more than one Third Party CoC Transaction or Private Sale).

4.2 Timing for payment of Profit Share Amount

• (a) Subject to clause 4.2fb), the Buyer must pay the Profit Share Amount to the Seller within five (5) Business Days of the date on which the Buyer receives the consideration payable for its Shares which are acquired under the Third Party CoC Transaction and/or Private Sale (as the case may be).
• (b) If any of the consideration in respect of a Third Party CoC Transaction or Private Sale (as the case may be) is payable on deferred terms, payment of the Profit Share Amount is to be deferred in the same proportion and paid by the Buyer to the Seller within five (5) Business Days of the date on which such deferred consideration is actually received by the Buyer.

5. CALL OPTION

5.1 Grant of Call Option

Subject to Completion occurring (and with effect on and from Completion), the Buyer grants the Seller for consideration of $1 an option (Call Option) to purchase the Call Option Shares on the terms set out in this agreement.

5.2 Exercise of Call Option

• (a) The Call Option may only be exercised during the Call Option Exercise Period (and prior to its lapse in accordance with clause 5.3).
• (b) The Seller may exercise the Call Option during the Call Option Exercise Period by delivering a completed and executed Exercise Notice to the Buyer.
• (c) The Seller may only exercise the Call Option once and in respect of all of the Call Option Shares.

5.3 Lapse of Call Option

• (a) If the Call Option Activation Date has not occurred on or before the Expir/ Date, the Call Option automatically lapses at that time.
• (b) If, prior to completion of the sale and purchase of the Call Option Shares in accordance with clause 5.5, ASIC, a court of competent jurisdiction or the

Takeovers Panel consents to or orders the withdrawal of the Buyer Takeover Bidor the Buyer Scheme applicable to the Exercise Notice, that Exercise Notice isdeemed to be withdrawn by the Seller and the Seller may give another ExerciseNotice if entitled to do so in accordance with clause 5.2. Any Exercise Noticewithdrawn will be of no further force or effect for the purposes of this clause 5.

5.4 Parties bound

If the Seller delivers an Exercise Notice under clause 5.2fb) then each of the Seller, aspurchaser, and the Buyer, as seller, is immediately bound under a contract for the sale andpurchase of the Call Option Shares for the amount described in clause 5.5fb) (iii).

5.5 Completion of Call Option purchase

If the Seller exercises the Call Option in accordance with clause 5.2:

• (a) completion of the sale and purchase of the relevant Call Option Shares will takeplace at 10.00am on the date that is 5 Business Days after the date on which theCall Option is exercised at the offices of Steinepreis Paganin in Perth, or such othertime and place as the Seller and the Buyer may agree;
• (b) on completion of the sale and purchase of the Call Option Shares pursuant tothe exercise of the Call Option:
  • (i) the Buyer must transfer or procure the transfer of the Call Option Sharesto the Seller or to its order;
  • (ii) the Buyer must execute and deliver all necessary documents and giveall necessary instruments to ensure that all right, title and interest in theCall Option Shares passes from the Buyer to the Seller (or to its order)free from all Encumbrances; and
  • (iii) the Seller must pay the Purchase Price for each Call Option Share to theBuyer in immediately available funds and take all steps necessary togive effect to its obligations and undertakings set out in the relevantExercise Notice;
• (c) within two Business Days from the date when the Seller delivers to the Buyer thecompleted and executed Exercise Notice in accordance with clause 5.2fb), -theBuyer must deliver to the Seller the Buyer CGT Declaration; and
• (d) the Seller acknowledges and agrees that, provided that the Seller does not,acting reasonably, know that the Buyer CGT Declaration is false, the Seller willnot:
  • (i) withhold any amount under Subdivision 14-D of Schedule 1 to theTaxation Administration Act from the consideration paid to the Buyer forthe Call Option Shares; or
  • (ii) pay any amount under Subdivision 14-D of Schedule 1 to the TaxationAdministration Act to the Commissioner of Taxation, in connection withthe consideration paid to the Buyer for the Call Option Shares.

6. CALL OPTION CANCELLATION

6.1 Call Option Cancellation

If the Call Option is exercised following a Buyer Scheme, then the Buyer may cancel theExercise Notice by giving the Seller a Cancellation Notice at any time prior to thecompletion of the sale and purchase of the relevant Call Option Shares in accordancewith clause 5.5.

6.2 Cancellation of the Call Option

(a) If the Buyer delivers a Cancellation Notice to the Seller, then the Buyer must payto the Seller any Cancellation Fee that may be payable by electronic fundstransfer in immediately available funds to an account specified by the Buyer,within 3 Business Days of the deliver/ of the Cancellation Notice by the Buyer.

(b) If a Cancellation Notice is given, the contract formed under clause 5.4 shall terminate.

7. WARRANTIES

7.1 Seller warranties

To the extent the Seller is a company, the Seller represents and warrants to the Buyer that:

• (a) it is a corporation validly existing under the laws of the place of its incorporation;
• (b) it is not subject to any Insolvency Event;
• (c) it has full and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
• (d) this agreement constitutes a full and binding legal obligation upon it;
• (e) this agreement does not conflict with or result in the breach of or default under any provision of its constituent documents or any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation to which it is a party or is subject or by which it is bound;
• (f) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject to its terms;
• (g) the Sale Shares are free from all Encumbrances and there is no agreement to give or create any Encumbrance over the Sale Shares; and
• (h) the execution, deliver/ and performance of this agreement:
  • (i) complies with its constituent documents; and
  • (ii) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing its obligations under this agreement.

To the extent the Seller is an individual, the Seller represents and warrants to the Buyer that:

• (a) it is not subject to any Insolvency Event;
• (b) it has full and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
• (c) this agreement constitutes a full and binding legal obligation upon it;
• (d) this agreement does not conflict with or result in the breach of or default under any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation to which it is a party or is subject or by which it is bound;
• (e) it has obtained all authorisations and approvals necessary for it lawfully to enter into and perform its obligations under this agreement subject to its terms;
• (f) the Sale Shares are free from all Encumbrances and there is no agreement to give or create any Encumbrance over the Sale Shares; and
• (g) the execution, deliver/ and performance of this agreement does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing its obligations under this agreement.

7.2 Buyer warranties

The Buyer represents and warrants to the Seller that:

• (a) it is a corporation validly existing under the laws of the place of its incorporation;

• (b) it is not subject to any Insolvency Event;

• (c) it has full and lawful authority to execute and deliver this agreement and toperform or cause to be performed its obligations under this agreement;

• (d) this agreement constitutes a full and binding legal obligation upon it;

• (e) this agreement does not conflict with or result in the breach of or default under any provision of its constituent documents or any material term or provision of any agreement, deed, writ, order, injunction, rule, judgment, law or regulation towhich it is a party or is subject or by which it is bound;

• (f) it has obtained all authorisations and approvals necessary for it lawfully to enterinto and perform its obligations under this agreement subject to its terms; and

• (g) the execution, deliver/ and performance of this agreement:

  • (i) complies with its constituent documents; and
  • (ii) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or encumbrance, by which it is bound that would prevent it from entering into and performing itsobligations under this agreement.

7.3 Repetition of representations and warranties

The representations and warranties given in this clause 6 are regarded as repeated atCompletion with regard to the facts and circumstances then subsisting.

7.4 Seller indemnity

The Seller indemnifies the Buyer and must hold the Buyer harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Buyer as a result of the breach of any of the representations or warranties in clause 7.1 and from and against all actions, proceedings, claims or demands made against the Buyeras a result of any such breach.

7.5 Buyer indemnity

The Buyer indemnifies the Seller and must hold the Seller harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly incurred or suffered by the Seller as a result of the breach of any of the representations or warranties in clause 7.2 and from and against all actions, proceedings, claims or demands made against the Selleras a result of any such breach.

8. CONFIDENTIALITY

Prior to the publication of a copy of this agreement by the Buyer pursuant to the requirements of s671 B of the Corporations Act, a party may not disclose the provisions ofthis agreement or the terms of sale of the Sale Shares to any person except:

• (a) as a media announcement in a form agreed between the Buyer and the Seller;
• (b) with the prior written consent of the other party; or
• (c) as required by an applicable law, legal process, any order or rule of anygovernment agency, the rules of a recognised stock exchange.

9. COSTS AND DUTY

9.1 Costs and expenses

Each party must pay its own costs in relation to the preparation, execution, and deliver/of this agreement, unless expressly provided otherwise in this agreement.

9.2 Duty

The Buyer agrees to pay all duty (including fines and penalties) chargeable, payable or assessed in relation to this agreement and any document entered into or signed under thisagreement.

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11. NOTICES

11.1 Notices in writing

Each notice authorised or required to be given to a party shall be in legible writing and in English addressed to the party's address set out in clause 11.2 (or such other address nominated in accordance with clause 11.3).

11.2 Initial address of parties

A person's address and email are those set out below, or as the person notifies the sender:

Address:	SLel 2, 437RobRd,ubia, WA6008, Aliatstraveeroacous
Eil:ma
Aiottnten:

Address:
Eil:ma	j
Aiottnten:

11.3 Change of Address

Each party may from time to time change its address or email by giving notice pursuantto clause 11.1 to the other party.

11.4 Receipt of notice

Any notice given pursuant to this agreement will be conclusively deemed to have beenreceived:

• (a) in the case of personal delivery, on the actual day of deliver/: or
• (b) if sent by e-mail, when a deliver/ confirmation report is received by the sender which records the time that the e-mail was delivered to the addressee's e-mail address (unless the sender receives a deliver/ failure notification indicating thatthe e-mail has not been delivered to the addressee),

but if the deliver/ or receipt is on a day that is not a Business Day or is after 5:00 pm(addressee's time) it is regarded as received at 9:00 am on the following Business Day.

12. MISCELLANEOUS

12.1 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent or approval in any way it considers appropriate (including by imposing conditions), unless this agreement expresslystates otherwise.

12.2 Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party may stillexercise it later unless this agreement expressly states otherwise.

12.3 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure toexercise, or delay in exercising a right or remedy under this agreement.

12.4 Remedies cumulative

The rights and remedies provided in this agreement are in addition to other rights andremedies given by law independently of this agreement.

12.5 Governing law

This agreement shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the parties agree to submit to the non exclusive jurisdiction of the courts of Western Australia and the courts which hear appealstherefrom.

12.6 Giving effect to this agreement

Each party must do anything (including execute any document) and must ensure that its employees and agents do anything (including execute any document), that any otherparty may reasonably require to give full effect to this agreement.

12.7 Waiver of rights

A right may only be waived in writing, executed by the party giving the waiver, and:

• (a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise ofthe right;
• (b) a waiver of a right on one or more occasions does not operate as a waiver ofthat right if it arises again; and
• (c) the exercise of a right does not prevent any further exercise of that right or of anyother right.

12.8 Survival

• (a) No term of this agreement merges on completion of any transaction contemplated by this agreement.
• (b) Clauses 8, 9, 11 and 1 2 survive expir/ or termination of this agreement together with any other term which by its nature is intended to do so.

12.9 Operation of indemnities

• (a) Each indemnity in this agreement sur/ives the expiry or termination of this agreement.
• (b) A party may recover a payment under an indemnity in this agreement before it makes the payment in respect of which the indemnity is given.

12.10 Method of payment

Unless otherwise specified in this agreement, if a party is required to pay an amount under this agreement, it must pay the amount on the due date for payment by direct deposit of immediately available funds to a bank account, the details of which are notified by the payee at least one Business Day before the due date for payment.

12.11 Enforceability, withholding and entire agrement

• (a) Each party must pay any all payments required under this agreement and any related document free of any restriction or condition and without any withholding or deduction (unless and only if required by law).
• (b) If a provision of, or an obligation of a party under, this agreement is contrary to any law or an express order or declaration made by a Government Agency, then if the provision or obligation can be read down or severed to comply with the same, the provision or obligation must be read down or severed to the minimum extent to ensure its enforceability and as is necessary to comply with that law, policy or declaration.
• (c) This agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

12.12 Amendment

This agreement can only be amended or replaced by another document executed by the parties.

12.13 Assignment

A party may only assign, declare a trust over or otherwise deal with its rights under this agreement with the written consent of the other party.

12.14 Time is of the essence

Time shall be of the essence in this agreement in all respects.

12.15 Counterparts

This agreement may be executed in any number of counterparts (including by way of email) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

12.16 Attorneys

Each person who executes this agreement on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

SCHEDULE 1 - SELLER DETAILS AND SALE SHARES

	JaiePhilliBotompyn
	N/A
SALESHARES	59,000,000

SCHEDULE 2 - EXERCISE NOTICI

[insert date]

This Deed Poll is made by: [insert] (Seller)

In favour of: [insert] (Buyer)

Call Option granted under sale agreement dated [insert] between the Buyer and the Seller (Sale Agreement)

In accordance with clause 5.2 of the Sale Agreement, the Seller exercises the Call Option in respect of the Call Option Shares.

Capitalised terms used in this notice have the same meaning as is given to those terms in the Sale Agreement unless otherwise defined herein.

[The Seller undertakes to the Buyer to accept (and not under any circumstances withdraw the acceptance of) the offer contemplated by the [Buyer Takeover Bid]' (Buyer Takeover Bid) immediately following the completion of the sale and purchase of the Call Option Shares pursuant to the Seller's exercise of the Call Option. The Seller irrevocably authorises the Buyer (or its nominee) and appoints the Buyer (or its nominee) as attorney to sign all documents, give all instructions and perform all actions as the Buyer deems necessary in order to give effect to the acceptance by the Seller of the Buyer's or its Associate's Buyer Takeover Bid and to enable the registration of the transfer of the Call Option Shares to the offerer pursuant to the terms of the Buyer Takeover Bid. The Seller agrees to deliver to the Buyer (or its nominee) on demand such powers of attorney, instruments of transfer and other documents as the Buyer (or its nominee) may require.] [Delete if Call Option Exercise Period ('s triggered by a Buyer Scheme]

This deed poll is enforceable by the Buyer against the Seller notwithstanding that the Buyer has not executed this deed poll.

Executed as a deed poll.

)Insert summary details of Buyer Takeover Bid to which the notice relates.

5964-01/3496273_3 16

SCHEDULE 3 - CANCELLATION NOTICE

[insert date]

To: [insert] (Seller)

Cancellation Notice granted under sale agreement dated [insert] between the Buyer and the Seller(Sale Agreement)

In accordance with clause 6.2 of the Sale Agreement, the Buyer gives notice that it wishes toexercise its right to cancel the Call Option in respect of the Call Option Shares.

Capitalised terms used in this notice have the same meaning as is given to those terms in the SaleAgreement, unless otherwise defined herein.

The Buyer agrees to pay to the Seller any Cancellation Fee in accordance with clause 6.2fa) of theSale Agreement.

The Call Option shall lapse upon receipt by the Seller of the payment or payments required by theSeller under clause 6.2fa) of the Sale Agreement.

EXECUTED by PERSEUS MINING LIMITED )ACN 106 808 986 )

in accordance with section 1 27 of the )Corporations Act 2001 (Cth) : )

Signature of director

Signature of director/company secretary*

Name of director

*please delete as applicable

Name of director/company secretary*

EXECUTED by the parties as an agreement.

EXECUTED by PERSEUS MINING LIMITED AC N 106808986

in accordance with section 1 27 of the Corporations Act 2001 (Cth):

^&zA

Signjyture of director

.'-^7^ ^.[^(AA^LC ^

Name of director

•please delete as applicable

Signature of<tircc4w/company secretary* ^ianijn Bosboom^ •nmpany Secretary •r~l

Name of difectOTTcompany secretary*

SIGNED by JAMIE PHILLIP BOYTON in the presence of:

Signature of witness Signature

)

Name of witness

EXECUTED by PERSEUS MINING LIMITEDACN 106 808 986in accordance with section 127 of theCorporations Act 2001 (Cth):
Signature of director	Signature of director/company secretary*
Name of director*please delete as applicable	Name of director/company secretary*
SIGNED by JAMIE PHILLIP BOYTON in thepresence of:
Signature of witness	Signature

ANNEXURE C

This is Annexure C of 8 pages (including this page) marked Annexure C mentioned in the accompanying Form 603 (Notice of initial substantial holder) signed by me and dated 14 August 2024:

_____________________________

Name: Martijn Bosboom

Title: General Counsel and Company Secretary

Identity of the taker:	Perseus Corporate Finance Pty Ltd ACN 648 849 736
Relevant security:	Ordinary fully paid shares in Predictive Discovery Limited ACN 127 171 877
Price:	Refer to table below
Number of securities to which the derivativerelates:	81,019,767
Entry date:	Refer to table below
Type of derivative:	Cash-settled equity swap
Long equity derivative positions held by the	Relevant interest in 324,994,903 shares
taker and its associates, its relevantinterests and its associates' relevantinterests:	Economic interest in 81,019,767 shares under the cash settled equity swaps
	Total long position (relevant interest plus economic interest): 406,014,670 shares
	Further details are set out in the Form 603 (Notice of initial substantial holder) towhich this Annexure C is attached
Identity of the associates of the taker:	As set out in Annexure A of the Form 603 (Notice of initial substantial holder) towhich this Annexure C is attached
Short equity derivative positions that offsetphysical positions:	None

Key terms of the cash settled equity swaps

Date of change	Increase or decrease ofswap interest	Consideration	Class and number ofsecurities
11-Sep-23	Increase	$104,971	529,086 ordinary fully paidshares
12-Sep-23	Increase	$72,806	360,067 ordinary fully paidshares
13-Sep-23	Increase	$157,741	757,277 ordinary fully paidshares
14-Sep-23	Increase	$89,108	397,447 ordinary fully paidshares
15-Sep-23	Increase	$184,316	827,272 ordinary fully paidshares
18-Sep-23	Increase	$123,528	554,185 ordinary fully paidshares
19-Sep-23	Increase	$105,734	474,568 ordinary fully paidshares
20-Sep-23	Increase	$ 314,540	1,442,182 ordinary fully paidshares
21-Sep-23	Increase	$168,075	756,415 ordinary fully paidshares
22-Sep-23	Increase	$ 230,351	1,078,420 ordinary fully paidshares
25-Sep-23	Increase	$ 3,723	17,363 ordinary fully paidshares
26-Sep-23	Increase	$ 135,412	650,396 ordinary fully paidshares
27-Sep-23	Increase	$ 24,540	121,427 ordinary fully paidshares
28-Sep-23	Increase	$ 53,090	266,251 ordinary fully paidshares
29-Sep-23	Increase	$ 188,765	978,056 ordinary fully paidshares
2-Oct-23	Increase	$ 119,225	623,238 ordinary fully paidshares
3-Oct-23	Increase	$74,413	378,883 ordinary fully paidshares
4-Oct-23	Increase	$ 206,850	1,081,854 ordinary fully paidshares

603 GUIDE page 9/1 13 March 2000

5-Oct-23	Increase	$ 90,622	447,295 ordinary fully paidshares
6-Oct-23	Increase	$76,219	377,136 ordinary fully paidshares
9-Oct-23	Increase	$84,353	420,924 ordinary fully paidshares
10-Oct-23	Increase	$94,236	465,133 ordinary fully paidshares
11-Oct-23	Increase	$ 105,950	524,245 ordinary fully paidshares
12-Oct-23	Increase	$ 105,440	522,240 ordinary fully paidshares
13-Oct-23	Increase	$ 167,254	855,080 ordinary fully paidshares
16-Oct-23	Increase	$185,315	916,040 ordinary fully paidshares
17-Oct-23	Increase	$131,683	638,307 ordinary fully paidshares
18-Oct-23	Increase	$ 137,931	644,840 ordinary fully paidshares
19-Oct-23	Increase	$ 17,720	82,267 ordinary fully paidshares
20-Oct-23	Increase	$75,813	331,352 ordinary fully paidshares
23-Oct-23	Increase	$ 11,073	48,144 ordinary fully paidshares
24-Oct-23	Increase	$ 137,162	598,440 ordinary fully paidshares
25-Oct-23	Increase	$ 94,238	413,689 ordinary fully paidshares
26-Oct-23	Increase	$ 148,234	662,645 ordinary fully paidshares
27-Oct-23	Increase	$ 196,984	857,571 ordinary fully paidshares
30-Oct-23	Increase	$6,723	29,268 ordinary fully paidshares
1-Nov-23	Increase	$ 140,912	613,459 ordinary fully paidshares
2-Nov-23	Increase	$127,676	558,513 ordinary fully paidshares
3-Nov-23	Increase	$ 96,921	425,093 ordinary fully paidshares

6-Nov-23	Increase	$ 33,331	145,613 ordinary fully paidshares
7-Nov-23	Increase	$168,049	735,446 ordinary fully paidshares
8-Nov-23	Increase	$ 295,400	1,328,236 ordinary fully paidshares
9-Nov-23	Increase	$ 342,855	1,610,406 ordinary fully paidshares
10-Nov-23	Increase	$ 56,106	268,449 ordinary fully paidshares
13-Nov-23	Increase	$ 167,728	815,400 ordinary fully paidshares
14-Nov-23	Increase	$ 262,174	1,271,454 ordinary fully paidshares
15-Nov-23	Increase	$126,482	579,660 ordinary fully paidshares
16-Nov-23	Increase	$ 314,852	1,407,473 ordinary fully paidshares
17-Nov-23	Increase	$301,089	1,369,209 ordinary fully paidshares
20-Nov-23	Increase	$ 186,697	842,878 ordinary fully paidshares
21-Nov-23	Increase	$ 131,329	577,777 ordinary fully paidshares
23-Nov-23	Increase	$ 5,942	25,833 ordinary fully paidshares
24-Nov-23	Increase	$ 30,647	133,247 ordinary fully paidshares
27-Nov-23	Increase	$ 93,174	407,231 ordinary fully paidshares
28-Nov-23	Increase	$ 78,692	342,140 ordinary fully paidshares
1-Dec-23	Increase	$ 214,502	939,152 ordinary fully paidshares
4-Dec-23	Increase	$ 15,939	69,300 ordinary fully paidshares
5-Dec-23	Increase	$ 97,500	429,328 ordinary fully paidshares
6-Dec-23	Increase	$ 37,421	163,410 ordinary fully paidshares
7-Dec-23	Increase	$ 148,864	656,948 ordinary fully paidshares

8-Dec-23	Increase	$ 131,433	576,968 ordinary fully paidshares
11-Dec-23	Increase	$ 154,101	684,284 ordinary fully paidshares
12-Dec-23	Increase	$ 101,490	451,668 ordinary fully paidshares
13-Dec-23	Increase	$ 79,797	352,462 ordinary fully paidshares
14-Dec-23	Increase	$ 195,141	855,882 ordinary fully paidshares
15-Dec-23	Increase	$ 311,178	1,422,855 ordinary fully paidshares
18-Dec-23	Increase	$ 48,545	223,710 ordinary fully paidshares
19-Dec-23	Increase	$ 87,315	401,450 ordinary fully paidshares
20-Dec-23	Increase	$ 304,874	1,388,948 ordinary fully paidshares
21-Dec-23	Increase	$ 136,731	657,047 ordinary fully paidshares
18-Jan-24	Increase	$ 43,457	226,812 ordinary fully paidshares
19-Jan-24	Increase	$116,407	583,203 ordinary fully paidshares
22-Jan-24	Increase	$ 134,914	697,950 ordinary fully paidshares
23-Jan-24	Increase	$ 54,250	288,413 ordinary fully paidshares
24-Jan-24	Increase	$ 117,923	594,370 ordinary fully paidshares
25-Jan-24	Increase	$ 109,935	554,946 ordinary fully paidshares
29-Jan-24	Increase	$ 11,844	59,218 ordinary fully paidshares
30-Jan-24	Increase	$ 55,762	281,483 ordinary fully paidshares
31-Jan-24	Increase	$101,765	509,591 ordinary fully paidshares
1-Feb-24	Increase	$ 97,735	490,145 ordinary fully paidshares
5-Feb-24	Increase	$ 33,333	166,666 ordinary fully paidshares

6-Feb-24	Increase	$ 28,310	141,549 ordinary fully paidshares
7-Feb-24	Increase	$ 24,223	121,176 ordinary fully paidshares
8-Feb-24	Increase	$ 29,108	145,539 ordinary fully paidshares
9-Feb-24	Increase	$ 64,927	329,916 ordinary fully paidshares
12-Feb-24	Increase	$ 26,543	134,669 ordinary fully paidshares
13-Feb-24	Increase	$ 32,959	166,797 ordinary fully paidshares
14-Feb-24	Increase	$ 10,593	52,965 ordinary fully paidshares
15-Feb-24	Increase	$ 111,476	557,658 ordinary fully paidshares
16-Feb-24	Increase	$97,787	491,391 ordinary fully paidshares
19-Feb-24	Increase	$ 82,253	414,793 ordinary fully paidshares
20-Feb-24	Increase	$ 13,412	67,671 ordinary fully paidshares
21-Feb-24	Increase	$176,515	898,754 ordinary fully paidshares
22-Feb-24	Increase	$ 108,889	572,796 ordinary fully paidshares
23-Feb-24	Increase	$ 179,275	998,192 ordinary fully paidshares
26-Feb-24	Increase	$ 71,085	398,457 ordinary fully paidshares
27-Feb-24	Increase	$67,370	385,630 ordinary fully paidshares
28-Feb-24	Increase	$ 132,944	756,656 ordinary fully paidshares
29-Feb-24	Increase	$ 118,277	629,466 ordinary fully paidshares
1-Mar-24	Increase	$ 44,835	237,097 ordinary fully paidshares
4-Mar-24	Increase	$ 56,400	283,704 ordinary fully paidshares
18-Mar-24	Increase	$ 64,513	294,179 ordinary fully paidshares

603 GUIDE page 13/1 13 March 2000

19-Mar-24	Increase	$30,617	139,994 ordinary fully paidshares
20-Mar-24	Increase	$ 78,639	359,577 ordinary fully paidshares
22-Mar-24	Increase	$ 124,206	564,571 ordinary fully paidshares
25-Mar-24	Increase	$ 46,259	210,749 ordinary fully paidshares
26-Mar-24	Increase	$ 107,134	488,972 ordinary fully paidshares
27-Mar-24	Increase	$ 117,829	540,250 ordinary fully paidshares
28-Mar-24	Increase	$ 136,079	620,233 ordinary fully paidshares
2-Apr-24	Increase	$ 104,904	477,487 ordinary fully paidshares
3-Apr-24	Increase	$ 69,815	317,339 ordinary fully paidshares
4-Apr-24	Increase	$ 9,928	45,271 ordinary fully paidshares
15-Apr-24	Increase	$ 152,199	692,441 ordinary fully paidshares
18-Apr-24	Increase	$48,095	218,614 ordinary fully paidshares
23-Apr-24	Increase	$333,322	1,559,035 ordinary fully paidshares
24-Apr-24	Increase	$ 183,185	848,473 ordinary fully paidshares
26-Apr-24	Increase	$ 176,928	807,890 ordinary fully paidshares
29-Apr-24	Increase	$67,875	312,069 ordinary fully paidshares
6-May-24	Increase	$ 115,849	586,579 ordinary fully paidshares
7-May-24	Increase	$ 226,623	1,152,127 ordinary fully paidshares
8-May-24	Increase	$ 65,114	330,529 ordinary fully paidshares
9-May-24	Increase	$ 106,557	534,656 ordinary fully paidshares
10-May-24	Increase	$120,166	607,204 ordinary fully paidshares

13-May-24	Increase	$188,080	940,399 ordinary fully paidshares
14-May-24	Increase	$ 46,013	230,066 ordinary fully paidshares
15-May-24	Increase	$ 196,429	984,113 ordinary fully paidshares
16-May-24	Increase	$ 344,750	1,750,000 ordinary fully paidshares
21-May-24	Increase	$ 331,180	1,733,929 ordinary fully paidshares
22-May-24	Increase	$ 248,072	1,309,777 ordinary fully paidshares
23-May-24	Increase	$ 90,167	480,377 ordinary fully paidshares
29-May-24	Increase	$154,961	829,555 ordinary fully paidshares
30-May-24	Increase	$ 93,092	495,961 ordinary fully paidshares
31-May-24	Increase	$ 112,697	597,861 ordinary fully paidshares
3-Jun-24	Increase	$ 114,929	606,806 ordinary fully paidshares
4-Jun-24	Increase	$ 198,374	1,050,710 ordinary fully paidshares
5-Jun-24	Increase	$ 201,043	1,068,241 ordinary fully paidshares
6-Jun-24	Increase	$ 54,745	290,269 ordinary fully paidshares
7-Jun-24	Increase	$ 24,242	127,587 ordinary fully paidshares
11-Jun-24	Increase	$ 100,666	536,314 ordinary fully paidshares
12-Jun-24	Increase	$87,614	467,775 ordinary fully paidshares
13-Jun-24	Increase	$132,909	714,183 ordinary fully paidshares