PROSPECT RESOURCES LIMITED — Capital/Financing Update 2023

May 14, 2023

==> picture [213 x 30] intentionally omitted <==

ASX ANNOUNCEMENT 15 May 2023

Option secured to earn 51% interest in highly prospective Zambian REE-rich carbonatite

HIGHLIGHTS:

• Option Agreement executed with subsidiary of Antler Gold Inc. (ANTL.TSXV) for the right to acquire a 51% interest in the Kesya Rare Earths Project (“Kesya”) in southern Zambia.

• Prospect has up to two years to acquire the interest in Kesya via a total combined counterparty consideration and project expenditure payments amounting to US$3.05 million.

• Subject to satisfaction of conditions precedent, Phase 1 commitment is a cash payment of US$150,000 up front and US$350,000 in exploration expenditure and a payment of US$500,000 in Prospect scrip at the end of Phase 1.

• Prospect is not obliged to proceed to Phase 2 unless it elects to do so at the end of Phase 1.

• The Kesya tenure encompasses a Large-Scale Exploration Licence (LEL) application, where previous geological mapping and surface sampling has identified a large, rare earth-enriched carbonatite intrusion.

• Rock chip samples collected by Antler outline highly encouraging total rare earth element oxide (TREO) assays, contained within monazite and bastnaesite mineralisation, with low levels of uranium and thorium.

• Includes highly anomalous surface values in rare earth elements up to 6,559 ppm (0.66%) TREO.

• Strongly and consistently enriched in neodymium and praseodymium oxides (averaging 29% of TREO content), which are the key components in the manufacture of strong permanent magnets.

• Kesya offers outstanding prospectivity to deliver a significant new rare earths discovery, expanding Prospect’s battery minerals focus in Africa.

• A maiden 1,500m diamond drilling program to test the subsurface expression of mapped and sampled rare earth mineralisation at Kesya has been designed.

Prospect Resources Limited ACN 124 354 329 Level 2, 33 Richardson Street. West Perth WA 6005 E: info@prospectresources.com.au W: prospectresources.com.au

==> picture [181 x 38] intentionally omitted <==

Prospect’s Managing Director and CEO, Sam Hosack, commented:

“The Option Agreement we have struck in relation to the highly prospective Kesya REE Project in Zambia is another significant milestone, which extends our reach further into the battery and electrification mineral sector in Africa, in line with our strategic objectives.”

“Kesya has all the ingredients of a world-class, rare earth enriched, carbonatite-hosted system, having also returned significant values of the high-value REEs, neodymium and praseodymium, over a broad surface area of the Project.”

“Zambia is a leading jurisdiction to explore and develop mining operations in subSaharan Africa, having a long-standing history in the resources sector, particularly for copper. This includes excellent infrastructure and strong support from both the government and community, with major companies like Barrick Gold and First Quantum Minerals already calling it home.”

“We are delighted to have reached this agreement with Antler, which is an established and respected Canadian exploration and development company focussed on its flagship Erongo and Onkoshi Gold Projects, located in central Namibia.”

“The Kesya REE Project offers excellent potential to deliver a significant new, highvalue rare earths discovery, with defined existing drilling targets and a well-established operating environment. Subject to the satisfaction of all relevant conditions precedent, this is a high-quality greenfield exploration play for Prospect.”

Antler’s CEO, Chris Drysdale, commented:

“ We are delighted to announce our Option Agreement with Prospect, marking a significant step forward in our collaboration with an esteemed African mining industry leader renowned for its strategic accomplishments. At Antler, we take pride in identifying and pursuing technically sound projects, and the Kesya REE Project in Zambia, identified in late 2021, is no exception. Our partnership with Prospect is a testament to our ability to attract top-tier partners, and we share their vision of delivering a world-class rare earths discovery at Kesya.”

Introduction

Prospect Resources Limited (ASX:PSC) ( Prospect or the Company ) is pleased to announce that it has further grown its battery minerals presence in sub-Saharan Africa after executing an Option Agreement with Antler Exploration Zambia Limited, being a subsidiary of Antler Gold Inc. (ANTL.TSXV) ( Antler ), pursuant to which, subject to satisfaction of conditions precedent, Prospect will have the right to earn a 51% interest in the highly prospective Kesya Rare Earths Project in southern Zambia ( Kesya REE Project , Kesya or the Project ).

Under the Option Agreement, Prospect can earn a call option to acquire a 51% interest in Kesya under a two-phased earn-in arrangement totalling US$3.05 million, which includes consideration payments to Antler and in-ground project expenditure.

==> picture [181 x 38] intentionally omitted <==

Prospect will pay an initial cash payment of US$50,000 on signing. Following satisfaction of the conditions precedent under Phase 1, Prospect will pay Antler a further US$100,000 in cash, and commits to spend US$350,000 on the Project within one year (subject to certain extensions permitted under the agreement). Prospect will also pay Antler US$500,000 in Prospect scrip at the completion of Phase 1 (the value of the scrip will be set at the price of Prospect shares as at the time of signing, based on previous 10-day VWAP).

After completion of Phase 1, Prospect can, if it wishes, elect to proceed to Phase 2 or terminate the Option Agreement (and in this case Prospect will hold no interest in Kesya).

If Prospect proceeds to Phase 2, it will pay Antler a further US$150,000 in cash and US$500,000 in Prospect scrip (the value of the scrip will be set at the price of Prospect shares as at the time of election to proceed to Phase 2, based on previous 10-day VWAP), and it will have the right, but not the obligation, to spend a further US$750,000 on Kesya within one year from completion of Phase 1 (subject to certain extensions permitted under the agreement).

Completion of Phase 2 will see Prospect obtain a call option to acquire 51% of shares in Antler Exploration Zambia Limited (which will hold a 100% interest in Kesya) if Prospect elects to exercise the option within 30 days after completion of Phase 2 it must make a final payment to Antler of US$150,000 cash and US$500,000 in Prospect scrip (the value of the scrip will be set at the price of Prospect shares as at the time of the exercise of the call option, based on previous 10-day VWAP).

Prospect will consult with Antler in relation to the work program and budget but will ultimately determine and manage all exploration activities in relation to the Project.

Upon completion of the acquisition, Antler Exploration Zambia Limited will be governed by a shareholders agreement ( Shareholders Agreement ) between its shareholders. Prospect and Antler have agreed on the key principles of the Shareholder Agreement, with a full form Shareholder Agreement to be entered into in due course.

Under the proposed Shareholders Agreement, each of Prospect and Antler will grant each other a pre-emptive right in relation to the shares it holds in Antler Exploration Zambia Limited.

Further development funds are to be contributed by both parties on a pro-rata basis. If a party does not contribute its pro rata share, its shareholding will be diluted via a prescribed formula. Neither party can be diluted below a 15% interest, from which point such interest shall be free-carried through to the completion of a JORC-Code reportable or NI 43-101 compliant Feasibility Study.

==> picture [181 x 38] intentionally omitted <==

==> picture [452 x 375] intentionally omitted <==

==> picture [317 x 11] intentionally omitted <==

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

Figure 1. Location Map for the Kesya REE Project in Zambia
----- End of picture text -----

==> picture [181 x 38] intentionally omitted <==

Project Background

Once the LEL is granted, Antler’s wholly-owned Zambian subsidiary, Antler Exploration Zambia Limited will own 95% of Kesya. The residual 5% of the Project has local ownership, as required by Zambian Mineral Law for an Exploration Licence.

==> picture [447 x 571] intentionally omitted <==

Figure 2. Map of Kesya Tenement and rock chip sample results showing TREO%

==> picture [181 x 38] intentionally omitted <==

The Project comprises a single, LEL application covering just over 1,053 hectares. It is located near the town of Kafue in southern Zambia, which is approximately 90 km via a sealed road from the Zambian capital, Lusaka.

Project Geology

This area of Zambia is relatively under-explored for minerals compared to the remainder of the country. The Kesya carbonatite complex was only described in detail in 1961[1] , where elevated levels of rare earths, iron, titanium and phosphate were recorded.

The Kesya carbonatite is comprised primarily of sövite and has a breccia associated with its intrusion into granitic gneisses of the Zambezi Belt. This is an area of strong structural deformation that straddles southern Zambia and northern Zimbabwe.

The Kesya carbonatite is described as being massive in structure and the intrusion appears to be related to a zone of northeast - southwest faulting, which looks to dictate the shape of the mapped system and covers about 200 hectares within the EL.

The rare earth enriched mineralisation at Kesya is thought to be related to the presence of monazite (a REE phosphate mineral) and bastnaesite (a REE carbonatefluoride mineral), which were both observed by Antler in petrological and scanning electron microscopy (SEM) studies completed during 2021.

Rare Earth Mineralisation

Antler undertook two mapping and sampling campaigns at Kesya in 2021, which involved reconnaissance work across the carbonatite complex and the collection of 51 rock chip samples of surface materials identified as being part of the intrusive system.

Figure 3 shows a small selection of these rock chip samples identified with sample ID’s O6530 (A), O6537 (B), O6514 (C) and O6551 (D).

The rock chip samples proved to be strongly and consistently mineralised with REE, with an average of 1,280 ppm (0.13%) total rare earth oxide ( TREO ) content, peaking at 6,559 ppm (0.66%) TREO.

Encouragingly, these samples also show a consistently high content of neodymium oxide and praseodymium oxide – key primary materials in the manufacture of strong permanent magnets for powerful motors, used in such devices as large, wind turbines, increasingly utilised in the global renewable energy sector.

Neodymium and praseodymium oxides average 29% of the TREO content (basket) of the rock chip samples collected from Kesya (Figure 4).

1 BAILEY, D.K. 1961. Intrusive limestones in the Keshya and Mkwisi valleys, Northern Rhodesia. Quarterly Journal of the Geological Society of London, 117: 419-46.

==> picture [181 x 38] intentionally omitted <==

==> picture [459 x 552] intentionally omitted <==

Figure 3. Assorted rock chip samples taken from the Kesya carbonatite complex in 2021

==> picture [181 x 38] intentionally omitted <==

==> picture [460 x 336] intentionally omitted <==

Figure 4. Average grades of individual REOs from rock sampling at Kesya

To date, no drill testing of the subsurface beneath the extent of the mapped carbonatite complex at Kesya has been undertaken.

Prospect is designing a preliminary 1,500 metre diamond drilling programme at the Project to evaluate the continuity of the identified surface REE mineralisation to depth.

==> picture [181 x 38] intentionally omitted <==

==> picture [452 x 280] intentionally omitted <==

Figure 5. Kesya REE carbonatite complex (centre) – looking towards the northeast

Strategic Rationale

Zambia is considered a leading resource investment jurisdiction, with a long-standing history of exploration, mining and exportation of minerals. This is coupled with excellent infrastructure and support from both government and community, particularly in the copper sector.

Zambia was the ninth largest copper producer globally in 2022, with a reported output of 770,000 metric tonnes.

Silver, lead, zinc, cobalt, diamonds, coal, emeralds, uranium, graphite and gold are all known to occur in the country, although there has never been any major focus for exploration on rare earth element mineralisation in Zambia to date.

Carbonatite complexes are known within several different districts in Zambia, with most being the focus for historical or current exploration for economic deposits of phosphate (most appear to contain elevated strontium and niobium, and only low levels of REEs).

An exception is the Nkombwa Hill phosphate deposit near the town of Isoka in northeast Zambia, adjacent to the Malawi border, which is being developed by Marula Mining PLC.

Zambia is considered relatively under-explored for REE mineralisation, with no active mines.

==> picture [181 x 38] intentionally omitted <==

Proposed Exploration Programme

Subject to satisfaction of conditions precedent, Prospect proposes that the first phase of exploration to be conducted at Kesya is to develop suitable access into the Project region and facilitate development and construction of pads for scout drilling programmes over higher grade REE mineralisation noted from surface sampling.

The current intention is to complete 20 drill holes for approximately 1,500 metres of diamond drilling (see Figure 6), using a heli-man portable drilling rig, pending all environmental and statutory approvals.

==> picture [452 x 328] intentionally omitted <==

Figure 6. Location map of Kesya REE Project with proposed diamond drill target areas

==> picture [181 x 38] intentionally omitted <==

This release was authorised by Sam Hosack, CEO and Managing Director.

For further information, please contact:

Sam Hosack Ian Goldberg Managing Director Chief Financial Officer shosack@prospectresources.com.au igoldberg@prospectresources.com.au

==> picture [213 x 30] intentionally omitted <==

About Prospect Resources Limited (ASX: PSC, FRA:5E8)

Prospect Resources Limited (ASX: PSC, FRA:5E8) is an ASX listed company focused on the exploration and development of mining projects, specifically battery and electrification minerals, in Zimbabwe and the broader sub-Saharan African region.

About Antler Resources (TSXV: ANTL)

Antler Gold Inc. (TSXV:ANTL) is a Canadian listed mineral exploration company focused on the acquisition and exploration of mineral projects in Africa’s Top-Ranked Jurisdictions, with exposure to both gold and REE. Antler’s total license position now comprises 6 projects for a total landholding of approximately 584,347 ha. The Company continues to assess new regional opportunities with the aim of building a risk diversified business model, which allows the company to generate short and longterm income whilst providing stakeholders with exposure to potential multiple returns that are generated from the discovery process.

About Rare Earth Elements

Rare Earth elements are collection of 17 elements, which include the 15 “Lanthanide Series” of metals that run from lanthanum to lutetium and generally includes scandium and yttrium. A measure of the total rare earth oxide content (TREO%), generally includes 15 elements, which excludes promethium (Pr) which is very rare and radioactive, and scandium. In nature, economic concentrations of REE mineralisation are not common and are generally restricted to carbonatite volcanic complexes and specific types of pegmatite vein and dyke intrusions sourced from specialised granite intrusions.

REE are metals that form compounds within hard rock deposits and require specialised chemical processing techniques to separate them. Initial concentration of the REE ores from waste is typically achieved by cheaper physical processing, usually based on density or magnetic properties. REE and their chemical compounds have a very wide range of industrial applications resulting in numerous chemical and technical uses. The REE neodymium and praseodymium are particularly sought after, as they form non-substitutable components of powerful permanent magnets in motors, which have widespread uses in the renewable energy sector (including wind turbines and EVs).

Competent Persons Statements

The information in this announcement that relates to Exploration Results, is based on information compiled by Mr Oliver Tors, a Competent Person who is a Registered Professional Natural Scientist (Pri. Sci. Nat.) Credential ID 120660 registered with the South African Council for Natural Scientific Professions (SACNASP). Mr Tors is employed as the Exploration Manager Africa for Antler Gold Inc. Mr Tors has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the JORC Code 2012 Edition. Mr Tors consents to the inclusion in the

Prospect Resources Limited ACN 124 354 329 Level 2, 33 Richardson Street. West Perth WA 6005 E: info@prospectresources.com.au W: prospectresources.com.au

==> picture [181 x 38] intentionally omitted <==

report of the matters based on his information in the form and context in which it appears.

Prospect confirms it is not aware of any new information or data which materially affects the information included in the original market announcements. Prospect confirms the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.

Caution Regarding Forward-Looking Information

This announcement may contain some references to forecasts, estimates, assumptions, and other forward-looking statements. Although the Company believes that its expectations, estimates and forecast outcomes are based on reasonable assumptions, it can give no assurance that they will be achieved. They may be affected by a variety of variables and changes in underlying assumptions that are subject to risk factors associated with the nature of the business, which could cause actual results to differ materially from those expressed herein. All references to dollars ($) and cents in this announcement are in United States currency, unless otherwise stated.

Investors should make and rely upon their own enquiries before deciding to acquire or deal in the Company’s securities.

==> picture [181 x 38] intentionally omitted <==

APPENDIX 1: Surface rock chip sampling results from Antler Gold’s Field Mapping Programmes at Kesya REE Project (Datum is UTM_WGS84_35S )

Sample ID	East	North	Y2O3_ppm	**La2O3_ppm **	Ce2O3_ppm	**Pr2O3_ppm **	**Nd2O3_ppm **	**Sm2O3_ppm **	**Eu2O3_ppm **	Gd2O3_ppm
ZED001	654528	8243994	99	199	423	83	428	95	20	61
ZED003	654528	8243994	19	44	117	17	78	16	3	10
ZED004	654453	8243961	53	181	457	63	296	53	10	28
ZED005	654603	8243960	66	186	477	67	322	57	11	31
ZED006	654528	8243938	62	186	463	66	311	58	12	33
O6501	655936	8242155	130	186	454	62	285	50	9	35
O6503	655859	8242297	48	147	370	52	247	43	8	26
O6504	655543	8242438	94	335	805	109	488	81	15	50
O6505	655536	8242197	42	149	341	46	213	39	9	26
O6506	655642	8241806	75	251	657	92	435	75	15	44
O6510	655936	8242316	98	133	358	51	248	50	9	37
O6511	655805	8242525	63	198	506	72	343	59	12	35
O6512	655779	8242562	57	204	491	67	304	54	10	32
O6513	655738	8242593	56	158	388	53	244	42	9	26
O6514	655734	8242626	91	195	522	76	374	72	12	47
O6515	655864	8242675	56	127	313	43	197	35	7	22
O6520	655916	8243505	42	118	299	41	191	32	7	20
O6521	655865	8243435	47	145	374	53	252	43	10	26
O6522	655805	8243283	46	111	285	41	194	36	7	22
O6523	655832	8243239	48	83	219	31	149	29	7	20
O6524	655748	8243220	46	151	369	51	234	39	8	23
O6525	655611	8243079	52	184	463	65	307	50	10	30
O6526	655013	8242769	75	551	1059	125	513	76	16	43
O6527	655125	8242566	52	162	403	56	260	50	10	30
O6528	655446	8242604	44	137	347	48	220	39	7	24
O6529	655449	8242692	50	142	340	46	211	35	8	24
O6530	655533	8242712	179	1048	2624	372	1750	283	64	156
O6531	655601	8242698	72	143	394	58	282	55	11	39
O6532	655691	8242655	43	151	374	51	232	40	7	24
O6533	655143	8242801	67	284	620	77	318	48	10	29
O6534	655216	8242642	66	289	577	67	273	42	9	26
O6535	655234	8243119	60	160	409	57	268	46	9	30
O6536	655080	8242895	70	197	486	69	323	58	13	37
O6537	655062	8242800	74	1105	2085	235	925	122	23	65
O6538	654502	8244494	75	157	397	56	253	48	9	31
O6539	654520	8244485	135	155	426	67	318	69	12	52
O6540	654498	8243994	32	77	206	31	147	29	6	18
O6541	654431	8244012	53	68	182	25	110	21	4	15
O6542	654338	8243916	41	107	275	38	169	31	6	18
O6543	654521	8243704	42	136	341	48	212	36	7	21
O6544	654482	8243699	43	102	255	37	169	30	6	19
O6545	654427	8243732	51	182	465	66	296	52	9	31
O6546	654427	8243868	32	93	240	33	148	27	5	16
O6547	654499	8243866	63	116	298	42	192	38	8	25
O6548	654520	8243772	44	111	283	40	180	33	6	21
O6549	654580	8243745	50	120	303	43	198	37	7	23
O6550	654892	8243002	50	120	287	38	168	31	7	20
O6551	654977	8242880	53	585	1195	139	516	70	16	35
O6553	654238	8243786	56	291	751	110	503	88	18	48
O6554	654101	8243771	44	220	558	78	355	61	12	33
O6555	654095	8243877	34	111	269	38	164	29	5	18

==> picture [181 x 38] intentionally omitted <==

Sample ID	East	North	**Tb2O3_ppm **	**Dy2O3_ppm **	Ho2O3_ppm	**Er2O3_ppm **	**Tm2O3_ppm **	**Yb2O3_ppm **	Lu2O3_ppm	TREO_ppm
ZED001	654528	8243994	7	27	4	8	0.9	5	0.7	1459
ZED003	654528	8243994	1	5	1	2	0.2	1	0.2	315
ZED004	654453	8243961	3	13	2	5	0.6	4	0.6	1169
ZED005	654603	8243960	3	15	2	6	0.7	4	0.7	1249
ZED006	654528	8243938	4	15	2	5	0.7	4	0.6	1223
O6501	655936	8242155	4	23	4	12	1.7	12	2.0	1272
O6503	655859	8242297	3	12	2	4	0.5	3	0.5	968
O6504	655543	8242438	6	23	3	8	0.9	5	0.9	2025
O6505	655536	8242197	3	11	2	4	0.4	3	0.4	888
O6506	655642	8241806	5	19	3	6	0.7	4	0.7	1683
O6510	655936	8242316	4	20	3	8	1.0	6	1.0	1029
O6511	655805	8242525	4	16	2	5	0.6	4	0.5	1320
O6512	655779	8242562	3	15	2	5	0.7	4	0.6	1251
O6513	655738	8242593	3	13	2	5	0.6	3	0.5	1003
O6514	655734	8242626	5	22	3	7	0.8	4	0.6	1432
O6515	655864	8242675	3	12	2	4	0.5	3	0.5	825
O6520	655916	8243505	2	9	1	3	0.4	3	0.4	771
O6521	655865	8243435	3	11	2	4	0.4	2	0.4	971
O6522	655805	8243283	2	10	2	4	0.4	3	0.4	762
O6523	655832	8243239	2	10	1	3	0.4	2	0.3	606
O6524	655748	8243220	3	10	2	4	0.5	3	0.5	944
O6525	655611	8243079	3	13	2	5	0.5	4	0.5	1188
O6526	655013	8242769	4	17	3	6	0.8	5	0.9	2495
O6527	655125	8242566	3	14	2	5	0.5	3	0.5	1051
O6528	655446	8242604	3	11	2	4	0.5	3	0.5	891
O6529	655449	8242692	3	12	2	4	0.5	3	0.5	879
O6530	655533	8242712	14	46	6	11	1.1	5	0.8	6559
O6531	655601	8242698	4	18	3	7	0.8	4	0.7	1092
O6532	655691	8242655	3	11	2	4	0.5	3	0.5	945
O6533	655143	8242801	3	13	2	5	0.7	4	0.7	1482
O6534	655216	8242642	3	13	2	6	0.7	5	0.8	1379
O6535	655234	8243119	3	14	2	5	0.6	4	0.6	1068
O6536	655080	8242895	4	18	3	6	0.7	4	0.5	1287
O6537	655062	8242800	6	19	2	5	0.5	3	0.5	4670
O6538	654502	8244494	3	16	3	6	0.7	4	0.7	1060
O6539	654520	8244485	6	28	4	11	1.2	7	1.0	1294
O6540	654498	8243994	2	7	1	2	0.3	2	0.3	560
O6541	654431	8244012	2	10	2	4	0.5	3	0.5	500
O6542	654338	8243916	2	9	1	3	0.4	3	0.4	704
O6543	654521	8243704	2	9	1	3	0.4	3	0.4	863
O6544	654482	8243699	2	9	1	3	0.4	2	0.3	681
O6545	654427	8243732	3	12	2	4	0.5	3	0.5	1177
O6546	654427	8243868	2	7	1	3	0.3	2	0.3	609
O6547	654499	8243866	3	13	2	5	0.6	4	0.7	812
O6548	654520	8243772	2	10	1	4	0.4	3	0.4	739
O6549	654580	8243745	2	11	2	4	0.5	3	0.5	804
O6550	654892	8243002	2	10	2	4	0.4	3	0.4	742
O6551	654977	8242880	3	13	2	4	0.5	3	0.5	2636
O6553	654238	8243786	4	13	2	4	0.4	2	0.4	1890
O6554	654101	8243771	3	12	2	4	0.4	2	0.4	1386
O6555	654095	8243877	2	8	1	3	0.4	3	0.4	686

==> picture [181 x 38] intentionally omitted <==

JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data (Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	Commentary
Sampling	•Nature and quality of sampling (eg	_• _51 samples of surface lithological
techniques	cut channels, random chips, or	materials were taken from in-situ
	specific specialised industry	outcrop at the Kesya REE Project.
	standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling. •Include reference to measures taken	• _Samples were taken across the mapped carbonatite complex over the entirety of the outcrop. • _Rock chip sampling was completed at each sample site, to obtain representative materials, with sample sizes of between 1-3 kg.
	to ensure sample representivity and	_• _In addition to the rock chip samples, an
	the appropriate calibration of any	extra 15% of QAQC materials (2 x
	measurement tools or systems used.	blanks, 2 x each of CRM AMIS0185,
	•Aspects of the determination of	AMIS0304, AMIS0356 and 2 x duplicate
	mineralisation that are Material to	field samples) were added to the batch
	the Public Report.	of samples dispatched for assaying.
	•In cases where ‘industry standard’ work has been done this would be relatively simple (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or	• _All samples were shipped to Namibia and prepared by crushing and ring milling at Activation Laboratories Ltd (ACTLABS) in Windhoek. • _Pulped samples were then exported to Canada for analysis by ACTLABS Code 8 – REE Assay technique, which is a lithium metaborate/tetraborate fusion with subsequent analysis by ICP-OES and ICP-MS.
	mineralisation types (eg submarine
	nodules) may warrant disclosure of
	detailed information.
Drilling	•Drill type (eg core, reverse	•No drilling is being reported.
techniques	circulation, open-hole hammer,
	rotary air blast, auger, Bangka,
	sonic, etc) and details (eg core
	diameter, triple or standard tube,
	depth of diamond tails, face-
	sampling bit or other type, whether
	core is oriented and if so, by what
	method, etc).
Drill sample	•Method of recording and assessing	•No drilling is being reported.
recovery	core and chip sample recoveries and
	results assessed.
	•Measures taken to maximise sample
	recovery and ensure representative
	nature of the samples.
	•Whether a relationship exists

==> picture [181 x 38] intentionally omitted <==

	between sample recovery and grade
	and whether sample bias may have
	occurred due to preferential
	loss/gain of fine/coarse material.
Logging	•Whether core and chip samples	•No drilling is being reported.
	have been geologically and	•The sample type (rock chips) and
	geotechnically logged to a level of	lithological description were recorded at
	detail to support appropriate Mineral	the site of sampling. Photos of the
	Resource estimation, mining studies	samples were taken as well as radiation
	and metallurgical studies.	measured in counts per second (CPS),
	•Whether logging is qualitative or	recorded with a handheldRadEyePRD-
	quantitative in nature. Core (or	ER Personal Radiation Detector.
	costean, channel, etc) photography.
	•The total length and percentage of
	the relevant intersections logged.
Sub-sampling	•If core, whether cut or sawn and	•No sub-sampling has been undertaken.
techniques	whether quarter, half or all core	•Sample sizes were 1-3 kg and taken to
and sample	taken.	fairly represent to lithology recorded at
preparation	•If non-core, whether riffled, tube sampled, rotary split, etc and	each sample site.
	whether sampled wet or dry.
	•For all sample types, the nature,
	quality, and appropriateness of the
	sample preparation technique.
	•Quality control procedures adopted
	for all sub-sampling stages to
	maximise representivity of samples.
	•Measures taken to ensure that the
	sampling is representative of the in
	situ material collected, including for
	instance results for field
	duplicate/second-half sampling.
	•Whether sample sizes are
	appropriate to the grain size of the
	material being sampled.
Quality of	•The nature, quality and	•Rock chip samples and associated
assay data and	appropriateness of the assaying and	QAQC samples were submitted to
laboratory tests	laboratory procedures used and whether the technique is considered	ACTLABS (Windhoek, Namibia) for crushing, milling and pulp preparation.
	partial or total.	•Pulp samples were submitted to
	•For geophysical tools,	ACTLABS (Ancaster, Ontario, Canada)
	spectrometers, handheld XRF	for analysis by the Code 8 – REE suite, a
	instruments, etc, the parameters	lithium metaborate/tetraborate fusion and
	used in determining the analysis	subsequent ICP-OES and ICP-MS finish.
	including instrument make and	•Elements analysed were: SiO2, Al2O3,
	model, reading times, calibrations	Fe2O3, MnO, MgO, CaO, Na2O, K2O,
	factors applied and their derivation,	TiO2, P2O5,LOI, Sc, Ba, V, Cr, Co, Ni,
	etc.	Cu, Zn, Ga, Ge, As, Rb, Sr, Y, Zr, Nb,
	•Nature of quality control procedures	Mo, Ag, In, Sn, Sb, Cs, Bi, La, Ce, Pr,
	adopted (eg standards, blanks,	Nd, Sm, Eu, Gd, Tb, Dy, Ho, Er, Tm, Yb,
	duplicates, external laboratory	Lu, Hf, Ta, W, Tl, Pb, Th, U.
	checks) and whether acceptable
	levels of accuracy (ie lack of bias)

==> picture [181 x 38] intentionally omitted <==

  - and precision have been established.

• Verification of The verification of significant sampling and intersections by either independent assaying or alternative company personnel.

• The use of twinned holes.

• Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.

• Discuss any adjustment to assay data.

• Antler Gold Exploration Manager was on site during all the sampling at Kesya.

• No significant drill intersections are being reported.

• The REE assay data were converted from reported elemental assays to the equivalent oxide compound as applicable to rare earth oxides. The oxides were calculated from the element according to the following factors:

		•	Ce2O3	1.1713
		•	La2O3	1.1728
		•	Nd2O3	1.1664
		•	Pr2O3	1.1703
		•	Dy2O3	1.1477
		•	Er2O3	1.1435
		•	Eu2O3	1.1579
		•	Gd2O3	1.1526
		•	Ho2O3	1.1455
		•	Lu2O3	1.1371
		•	Sm2O3	1.1596
		•	Tb2O3	1.1510
		•	Tm2O3	1.1421
		•	Y2O3	1.2699
		•	Yb2O3	1.1387
Location of	•Accuracy and quality of surveys	•	All sample locations were determined by
data points	used to locate drill holes (collar and		handheld GPS using UTM_WGS84_35
	down-hole surveys), trenches, mine		South values.
	workings and other locations used in
	Mineral Resource estimation.
	•Specification of the grid system
	used.
	•Quality and adequacy of topographic
	control.
Data spacing	•Data spacing for reporting of	•	Sample spacing is regular and on the in-
and	Exploration Results.		situ location of the mapped carbonatite
distribution	•Whether the data spacing and		intrusive complex at Kesya.
	distribution is sufficient to establish	•	Sampling type and spacing is not
	the degree of geological and grade		designed	to be used in a mineral
	continuity appropriate for the Mineral		resource	reportable estimation.

==> picture [181 x 38] intentionally omitted <==

	Resource and Ore Reserve	•No compositing has been applied.
	estimation procedure(s) and
	classifications applied.
	•Whether sample compositing has
	been applied.
Orientation of	•Whether the orientation of sampling	•Surface sampling was of a
data in	achieves unbiased sampling of	reconnaissance nature only and was not
relation to	possible structures and the extent to	designed to achieved unbiased
geological structure	which this is known, considering the deposit type.	sampling. •No drilling is being reported.
	•If the relationship between the
	drilling orientation and the orientation
	of key mineralised structures is
	considered to have introduced a
	sampling bias, this should be
	assessed and reported if material.
Sample	•The measures taken to ensure	•All rock chip samples were placed in
security	sample security.	100-micron industrial plastic sample
		bags in the field and were thereafter
		shipped initially to Actlabs Windhoek,
		Namibia.
Audits or	•The results of any audits or reviews	•The CP (Mr. Tors), continually audits
reviews	of sampling techniques and data.	sampling and logging practices.

==> picture [181 x 38] intentionally omitted <==

Section 2 Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	Commentary
Mineral	•Type, reference name/number,	•The Large Scale Exploration Licence
tenement and	location and ownership including	(application) 34134-HQ-LEL (10.53 sq km)
land tenure	agreements or material issues	was applied for on 13 February 2023, under
status	with third parties such as joint	the name of local Zambian Antler subsidiary,
	ventures, partnerships,	Antler Exploration Zambia Limited.
	overriding royalties, native title	•There are no known environmental or land
	interests, historical sites,	title issues or impediments. The
	wilderness or national park and	environmental project brief (EPB) certificate
	environmental settings.	is in the process of being approved by the
	•The security of the tenure held	Zambian Environmental Management
	at the time of reporting along	Agency (ZEMA) and all required site visits
	with any known impediments to	and inspections have been completed.
	obtaining a licence to operate in	•Access to conduct exploration on the License
	the area.	area was granted by His Royal Highness
		Chief Naluama.
Exploration	•Acknowledgment and appraisal	•Michael Musialike took 6 rock grab samples
done by other	of exploration by other parties.	and recorded field observations, detected
parties		radiation sources using a RadEye PRD at the
		Northern Kesya Carbonatite outcrop for part
		of his academic study for his PhD in 2021.
		•D.K Bailey published a paper in 1961 called
		the ‘Intrusive Limestones in the Keshya and
		Mkwisi Valleys, Northern Rhodesia’ that was
		consulted for academic work carried out by
		him on the carbonatite complexes at that
		time.
Geology	•Deposit type, geological setting,	•The project area hosts rare earth element
	and style of mineralisation.	mineralisation in the form of monazite and
		bastnaesite, within the Kesya carbonatite.
		•The Kesya Carbonatite intruded into gneisses
		of the Paleoproterozoic Basement Complex
		rock sequences near the intersection of the
		NE-SW trending mid-Zambezi-Luangwa rift
		valley and the roughly SE–NE trending Kesya
		rift. The Kesya Carbonatite is divided into two
		major rock types: Coarse grained carbonatite
		with scattered country rock xenoliths: The
		carbonatite is mostly composed of coarse-
		sövite with small amounts of chloritic
		interstitial material and a carbonatite breccia,
		which surrounds the main mass of the
		intrusion.
		•Apatite samples indicate they are of
		Neoproterozoic age (Kesya is 535±16 Ma)
		•The major minerals identified are magnetite,
		quartz, apatite, Fe rich phlogopite, monazite,
		thorite, Ti oxides, Fe-sulphides, calcite,
		ilmenite, bastnaesite.

==> picture [181 x 38] intentionally omitted <==

		•The carbonatite forms a depression in the
		surrounding topography (more prone to
		weathering than the host gneisses), however,
		it still forms a topographic high and is incised
		by valleys on its slopes.
Drill hole	•A summary of all information	•No drilling is being reported.
Information	material to the understanding of
	the exploration results including
	a tabulation of the following
	information for all Material drill
	holes:
	oeasting and northing of the
	drill hole collar
	oelevation or RL (Reduced
	Level – elevation above sea
	level in meters) of the drill
	hole collar
	odip and azimuth of the hole
	odown hole length and
	interception depth
	ohole length.
	•If the exclusion of this
	information is justified on the
	basis that the information is not
	Material and this exclusion does
	not detract from the
	understanding of the report, the
	Competent Person should
	clearly explain why this is the
	case.
Data	•In reporting Exploration Results,	•No aggregation methods have been used.
aggregation	weighting averaging techniques,	•No metal equivalent values are being used.
methods	maximum and/or minimum
	grade truncations (eg cutting of
	high grades) and cut-off grades
	are usually Material and should
	be stated.
	•Where aggregate intercepts
	incorporate short lengths of high
	grade results and longer lengths
	of low grade results, the
	procedure used for such
	aggregation should be stated
	and some typical examples of
	such aggregations should be
	shown in detail.
	•The assumptions used for any
	reporting of metal equivalent
	values should be clearly stated.
Relationship	•These relationships are	•No mineralised widths are being reported.
between	particularly important in the
mineralisation	reporting of Exploration Results.

==> picture [181 x 38] intentionally omitted <==

widths and	•If the geometry of the
intercept	mineralisation with respect to
lengths	the drill hole angle is known, its nature should be reported.
	•If it is not known and only the
	down hole lengths are reported,
	there should be a clear
	statement to this effect (eg
	‘down hole length, true width not
	known’).
Diagrams	•Appropriate maps and sections	•Location maps are attached in the body of
	(with scales) and tabulations of	the release.
	intercepts should be included for
	any significant discovery being
	reported These should include,
	but not be limited to a plan view
	of drill hole collar locations and
	appropriate sectional views.
Balanced	•Where comprehensive reporting	• The reporting of exploration results is
reporting	of all Exploration Results is not	considered balanced by the CP.
	practicable, representative
	reporting of both low and high
	grades and/or widths should be
	practiced to avoid misleading
	reporting of Exploration Results.
Other	•Other exploration data, if	•Michael Musialike conducted preliminary
substantive	meaningful and material, should	petrological work on samples of the Kesya
exploration data	be reported including (but not limited to): geological	carbonatite samples, including optical petrography and scanning electron
	observations; geophysical	microscopy (SEM/EDS) to identify mineral
	survey results; geochemical	species and geochemical deportment as part
	survey results; bulk samples –	of his PhD studies.
	size and method of treatment;	•The REE bearing monazite mineralisation
	metallurgical test results; bulk	was shown to be enriched in neodymium,
	density, groundwater,	which ties in with the relatively high
	geotechnical and rock	proportion of this element in the rock chip
	characteristics; potential	sampling undertaken at Kesya to date.
	deleterious or contaminating
	substances.
Further work	•The nature and scale of planned	•Reconnaissance work is required to
	further work (eg tests for lateral	determine the logistics of enabling drill rigs
	extensions or depth extensions	and ancillary equipment to access sites for
	or large-scale step-out drilling).	drilling at Kesya.
	•Diagrams clearly highlighting the	•The Phase 1 exploration work is expected to
	areas of possible extensions,	involve the completion of about 20 diamond
	including the main geological	drill holes for approximately 1,500 metres of
	interpretations and future drilling	work to assess the subsurface REE
	areas, provided this information	mineralisation at the Kesya Project.
	is not commercially sensitive.