QEM LIMITED - Capital/Financing Update 2018

QEM Limited ACN 167 966 770

SUPPLEMENTARY PROSPECTUS

1. Important information

This is a supplementary prospectus ( Supplementary Prospectus ) intended to be read with the replacement prospectus dated 20 August 2018 ( Replacement Prospectus ) issued by QEM Limited ACN 167 966 770 ( Company ).

This Supplementary Prospectus is dated 12 September 2018 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility as to the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Replacement Prospectus. Other than the changes set out in this Supplementary Prospectus, all other details in relation to the Replacement Prospectus remain unchanged. To the extent of any inconsistency between this Supplementary Prospectus and the Replacement Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Replacement Prospectus have the same meaning in this Supplementary Prospectus.

The Company has issued both a printed and electronic version of this Supplementary Prospectus and the Replacement Prospectus. Electronic versions of both may be accessed at www.qldem.com.au.

This Supplementary Prospectus and the Replacement Prospectus are important documents that should be read in their entirety. If you are in any doubt as to the contents of this Supplementary Prospectus or the Replacement Prospectus, you should consult your stockbroker, lawyer, accountant or other professional adviser without delay.

2. Supplementary Prospectus

2.1 Purpose

This Supplementary Prospectus has been prepared to advise investors that the Independent Geologist's Report in section 10 of the Replacement Prospectus has been replaced, following an amendment to section 6.11 of the Independent Geologist's Report as a result of a further report being received and reviewed by the Independent Geologist with respect to the previous investigation on the beneficiation of vanadium only (exclusive of kerogen) from core samples obtained by the Company. See Section 3.1 below for further details.

2.2 No investor action required

As the content of this Supplementary Prospectus is not considered by the Company to be materially adverse to investors, no action needs to be taken by investors who have already submitted applications for Shares under the Replacement Prospectus. Accordingly, there are no withdrawal rights offered pursuant to this Supplementary Prospectus.

This is a Supplementary Prospectus intended to be read with the Replacement Prospectus dated 20 August 2018 issued by QEM Limited.

3. Amendments to the Prospectus

3.1 Independent Geologist's Report

The Independent Geologist has revised section 6.11 of the Independent Geologist's Report as a result of a further report being received and reviewed by the Independent Geologist with respect to previous testwork on the beneficiation of vanadium only (exclusive of kerogen) from core samples obtained by the Company.

The Independent Geologist has confirmed that the results of that testwork confirmed historical reports that the ore consumes high quantities of leachant (acid) and recommended further testing be undertaken.

As disclosed in section 2.4(d) of the Replacement Prospectus, the Company is undertaking further testing by way of the Preliminary Testing with Petroteq.

Accordingly, the Independent Geologist's Report at Section 10 of the Replacement Prospectus is deleted and replaced with the Independent Geologist's Report dated 7 September 2018, annexed to this Supplementary Prospectus.

4. Consents

(a) Independent Geologist

Measured Group have given their written consent to being named as the Independent Geologist to the Company in this Supplementary Prospectus and to the inclusion of the updated Independent Geologist's Report in the Replacement Prospectus and all statements referring to or based on the updated Independent Geologist's Report in this Supplementary Prospectus in the form and context in which they are included. Measured Group have not caused or authorised the issue of this Supplementary Prospectus and have not withdrawn their consent prior to the lodgement of this Supplementary Prospectus with ASIC.

(b) Competent Person's Statement

The information in this Supplementary Prospectus that relates to exploration results and Mineral Resources for the Julia Creek Project is based on, and fairly represents, information compiled and reviewed by Mr Lyon Barrett, who is a Member of the Australasian Institute of Mining and Metallurgy and is a Principal Geologist employed by Measured Group Pty Ltd.

Mr Barrett has more than 20 years' experience in the estimation of mineral resources for projects both in Australia and overseas. This expertise has been acquired principally through exploration and evaluation assignments at operating mines and exploration areas. This experience is more than adequate to qualify him as a Competent Person for the purpose of Resource Reporting as defined in the 2012 edition of the JORC Code.

Mr Barrett consents to the form and context in which the exploration results and Mineral Resource estimate and the supporting information are presented in this Supplementary Prospectus.

This is a Supplementary Prospectus intended to be read with the Replacement Prospectus dated 20 August 2018 issued by QEM Limited.

(c) Qualified Evaluator Statement

The information in this Supplementary Prospectus that relates to petroleum exploration results and Contingent Resources for the Julia Creek Project is based on, and fairly represents, information and supporting documentation prepared by, or under the supervision of Mr Graham Pope, who is a contractor to Measured Group Pty Ltd.

Mr Pope has a BSc (Applied Geology) and MSc and is a Member of the Australian Institute of Geoscientists, Australasian Institute of Mining and Metallurgy and Petroleum Exploration Society of Australia. He has more than 30 years' experience in the exploration, development, assessment and evaluation of oil shale deposits and is a qualified person as defined under the ASX Listing Rule 19.12.

Mr Pope consents to the form and context in which the Contingent Resource estimate and the supporting information are presented in this Supplementary Prospectus.

The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Replacement Prospectus have not withdrawn that consent.

5. Directors’ authorisation

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

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

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

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____ David Fitch Executive Director Dated: 12 September 2018

This is a Supplementary Prospectus intended to be read with the Replacement Prospectus dated 20 August 2018 issued by QEM Limited.

Annexure 1 – Independent Geologist's Report

This is a Supplementary Prospectus intended to be read with the Replacement Prospectus dated 20 August 2018 issued by QEM Limited.

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Independent Geologist’s Report

Julia Creek Project Queensland Energy & Minerals Pty Ltd (to be renamed 'QEM Limited')

Report No: MG2018_QEM4 www.measuredgroup.com.au September 2018

Julia Creek Project Independent Geologist’s Report, June 2018

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Document Issue and Approvals

Document Information

Project:	Julia Creek Project
Document Number:	MG2018_QEM4
Title:	Independent Geologist’s Report
Client:	Queensland Energy & Minerals Pty Ltd
Date:	7 September 2018

Contributors

	Name	Position
Prepared by:	Lyon Barrett	Managing Director & Principal Geologist
Prepared by:	Graham Pope	Principal Geologist
Reviewed by:	James Knowles	Director & Principal Geologist
Approved by:	Toby Prior	Director & Principal Geologist

Distribution

Company	Attention	Hard Copy	Electronic Copy
Queensland Energy & Minerals Pty Ltd	Scott Drelincourt	No	Yes

Julia Creek Project Independent Geologist’s Report, June 2018

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DECLARATIONS

The Julia Creek Project Mineral and Petroleum Resources were estimated by Lyon Barrett and Graham Pope of Measured Group Pty Ltd ( Measured ) and are considered current, with respect to the scope of this Independent Geologist’s Report.

This report does not constitute a full technical audit, but rather it seeks to provide an independent overview and technical appraisal of the project detailed within. This report may be reproduced only in its entirety and then only with Measured Group’s prior written consent.

Statement of Competence

This report has been prepared by Measured Group Pty Ltd, an Australia-based consultancy that has operated since 2007 with offices in Brisbane and Newcastle. The Independent Geologist’s Report was compiled by Mr Lyon Barrett, BSc (Hons), MAusIMM 201562, who was assisted by Mr Graham Pope, BSc., MSc., MAusIMM 103388, MAIG 2270.

Mr Barrett and Mr Pope are qualified geologists, with over 20 years’ experience, and with sufficient knowledge and experience of this type of deposit to assess the geology, mineralisation and resources of the deposit under consideration.

Statement of Independence

The authors of this report and Measured Group are independent of Queensland Energy & Minerals Pty Ltd (converting to a public company and to be renamed 'QEM Limited') ( QEM ), QEM’s directors, senior management and advisors, and have no economic or beneficial interest (present or contingent) in any of the mineral assets being reported on.

Measured Group is remunerated for this report by way of a professional fee determined in accordance with a standard schedule of commercial rates, which is calculated based on time charges for review work carried out and is not contingent on the outcome of this report.

The relationship with QEM is solely one of professional association between client and independent consultant. None of the individuals employed or contracted by Measured Group are officers, employees, or proposed officers of QEM or any group, holding or associated companies of QEM.

Measured Group Pty Ltd believes that there is no business or professional relationships or interests that could reasonably be regarded as being capable of affecting its ability to present an unbiased overview of the mineral assets being reported on.

Measured Group discloses that it has in the last two years provided independent technical reports (Geology and Resource Report, 2018) to QEM in relation to the Julia Creek Project. Measured Group was paid professional fees for its preparation of that report.

This report has been compiled based on information available to Measured Group Pty Ltd up to and including the date of this report, any statements and opinions are based on this date

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and could alter over time depending on exploration results, commodity prices and other relevant market factors.

Measured Group is being remunerated for this report on a standard fee for time basis, with no remuneration or provision of further work dependent on the outcome of the valuation or the success or failure of the transaction for which the Independent Geologist’s Report was required.

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Mr Lyon Barrett, BSc (Hons), MAusIMM 201562

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Mr. Graham Pope, BSc., MSc., MAusIMM 103388, MAIG 2270

Reasonableness Statement

In undertaking this Independent Geologist’s Report, Measured Group Pty Ltd has assessed the Open File company reports, public domain resource reports and provided technical reports pertaining to the projects subject to this report in an impartial, rational, realistic and logical manner. Measured believes that the inputs, assumptions and overall technical assessments are reasonable and in line with industry standards.

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EXECUTIVE SUMMARY

Queensland Energy & Minerals Pty Ltd (converting to a public company and to be renamed 'QEM Limited') ( QEM ) has engaged Measured Group Pty Ltd ( Measured ) to prepare an Independent Geologist’s Report for the Julia Creek Project situated in north-west Queensland.

The Independent Geologist who has prepared this report is Mr Lyon Barrett, Principal Resource Geologist of Measured Group Pty Ltd. Mr Barrett is the current Competent Person for the Julia Creek vanadium Resource, along with Mr Graham Pope of Measured Group Pty Ltd, who is the current Qualified Evaluator for the Julia Creek Oil Shale Petroleum Resource.

Neither Measured, Mr Barrett or Mr Pope have any material interest in QEM or the Julia Creek Project. Measured is remunerated for this report by way of a professional fee based on a standard schedule of rates, which is not contingent on the outcome of this report.

The target geological horizon for the Julia Creek Project is the Toolebuc Formation, which contains potentially economic quantities of both vanadium and oil from oil shale. The Toolebuc Formation is an early Cretaceous aged (Albian approximately 110 My) sedimentary unit that consists of a lower kerogenous shale (oil shale) and an upper interbedded limestone (coquina) and shale unit.

The vanadium and oil shale resources are hosted by, and co-located within, the Toolebuc Formation. A strong correlation between vanadium and oil grades has been previously established by historical observations and this has been confirmed by analysis of recent drilling results.

At this stage, the vanadium Mineral Resource and oil shale Petroleum Resource stand on their own; as there has been insufficient work completed by QEM to confirm that the vanadium Mineral Resource and oil shale Petroleum Resource can be extracted together. However, QEM is assessing several processing options and technologies to maximise the recovery of both the Mineral and Petroleum Resources.

The Mineral Resource estimate for the Julia Creek Project is summarised in Table 1, while Table 2 summarises the Petroleum Resource estimate. The Mineral Resource is estimated and reported as per the JORC Code, 2012 and the Petroleum Resource is estimated and reported as per the SPE-PRMS, 2011.

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Table 1: Summary of Mineral Resources as at 31 May 2018

				Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Insitu Density (gm/cc)	V2O5 (wt%)	Cu (ppm)	Mo (ppm)	Ni (ppm)	Zn (ppm)
Inferred	CQL	811	3.39	2.12	0.38	242	247	226	1329
	OSU	454	1.77	2.10	0.31	241	146	193	1221
	OSL	445	1.81	2.13	0.29	223	127	170	1098
Total		1700		2.12	0.34	237	190	203	1241

Note: The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.

Table 2: Summary of Contingent Petroleum Resources as at 31 May 2018

				Total	Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Total Moisture wt%	Oil Yield (L/tonne)	Oil Yield LT0M	MMBarrels (insitu- PIIP)	MMBarrels 3C
Contingent	CQL	811	3.39	8	62	63	298	268
	OSU	454	1.77	10	72	74	191	172
	OSL	445	1.81	10	63	65	165	149
Total		1700		9	64	67	654	589

Notes:

The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
There are no 1C or 2C Resources as the current points of observation (drill hole spacing) of the oil shale grade is insufficient to place reliable confidence on both grade and thickness continuity required for 1C or 2C resources.

The Independent Geologist has identified the following issues that may present as potential risks to the Julia Creek Project:

Unknown geological structures, such as faults, which have been identified at a regional scale from 2D seismic surveys (Troup et al 2018) but have not yet been identified at a deposit scale. At least one recent drillhole in the project has intersected interpreted faulting, however drillhole spacing is currently insufficient to understand potential fault orientations, and the impact the fault(s) may have on proposed mining operations.
Estimates of insitu density and moisture. Data collected thus far has led to an insitu moisture estimate of 6%, which is consistent with observations made by Coxhell and Fehlberg, 2000 for Oil Shales of the Toolebuc Formation and low compared to several other Oil Shale deposits in Queensland. Further work is required to gain a better

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understanding of the deposit’s moisture for both resource estimation and processing purposes.

Environmental and/or social impacts, which have not yet been identified by QEM that may adversely impact on resource recovery or extraction methods.
Detailed metallurgical studies will be required to confirm that the vanadium Mineral Resource and oil shale Petroleum Resource can be commercially recovered from the same ore material (i.e. host rock); and to identify the optimum methodology for the recovery of oil and vanadium, in addition to any other potential base metal bi-products (Cu, Mo, Ni and Zn).

Further work, including drilling, sampling and analysis to address items 1 and 2, environmental assessments to address item 3; and further assessment of processing and technology options to address item 4 may mitigate each of these risks.

Further drilling will be required to upgrade the JORC Mineral Resource to Indicated and/or Measured, and the SPE-PRMS Petroleum Resource to 2C and/or 1C.

Julia Creek Project Independent Geologist’s Report, June 2018

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1.	Introduction ................................................................................................. 1
2.	Location and Tenure ..................................................................................... 1
2.1	Location .......................................................................................................... 1
2.2	Tenure ............................................................................................................ 3
2.3	Topography, Land Use and Climate ................................................................... 5
3.	Regional Geology Setting ............................................................................. 6
3.1	Regional Geology ............................................................................................. 6
3.2	Economic Geology ............................................................................................ 9
4.	Deposit Geology ........................................................................................... 9
4.1	Local Geology .................................................................................................. 9
4.2	Stratigraphy ................................................................................................... 11
5.	Exploration History ..................................................................................... 13
5.1	QEM Drilling (2015) ......................................................................................... 14
5.1.1 Comparison of QEM 2015 and Historical Drilling .......................................... 15
6.	Resource Estimates .................................................................................... 17
6.1	Vanadium Mineral Resource Estimate ............................................................... 18
6.1.1 JORC Competent Person Statement ........................................................... 18
6.2	Petroleum Resource Estimate ........................................................................... 19
6.2.2 SPE-PRMS Statement (Qualified Petroleum Resources Evaluator) .................. 19
6.3	Geology and Geological Interpretation .............................................................. 20
6.4	Vanadium and Oil Grade Correlation ................................................................. 20
6.5	Sampling and Sub-sampling Techniques ........................................................... 21
6.6	Drilling Techniques .......................................................................................... 22
6.7	Criteria Used for Resource Classification ............................................................ 23
6.8	Sample Analysis Method .................................................................................. 24
6.9	Estimation Methodology .................................................................................. 26
6.10	Cut-off Grade ................................................................................................. 26
6.11	Mining and Metallurgical Methods and Parameters ............................................. 26
7.	Neighbouring Projects ................................................................................ 27
7.1	St Elmo Vanadium Project (Multicom Resources Pty Ltd) .................................... 27
7.2	Richmond Vanadium Project (Intermin Resources Pty Ltd) .................................. 30
8.	Planned Exploration ................................................................................... 32
9.	References .................................................................................................. 34

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APPENDIX A: ........................................................................................................ 36 APPENDIX B: ........................................................................................................ 53 APPENDIX C: ........................................................................................................ 61

List of Figures:

Figure 2-1: Julia Creek Project Location ......................................................................... 2 Figure 2-2: Julia Creek Project Tenements with Surface Geology Overlay .......................... 4 Figure 2-3: View Across the Julia Creek Project Area ....................................................... 6 Figure 3-1: Generalised Eromanga Basin Stratigraphy ..................................................... 7 Figure 3-2: Regional Solid Geology of the Julia Creek Project ........................................... 8 Figure 4-1: Mineral Composition of the Toolebuc Formation for Stratigraphic Drillhole GSQ Julia Creek 1 (source Troup et al, 2018)) ....................................................................... 10 Figure 5-1: Comparison of Twinned Drillholes 596_710 and QEM002 ............................... 16 Figure 5-2: Comparison of Twinned Drillholes 597P8_709P9 and QEM001 ........................ 17 Figure 6-1: Relationship Between Vanadium (ppm) and Oil Grade (wt% dry) ................... 21 Figure 6-2: Location of Points of Observation and Supportive Data, Mineral Resource and Petroleum Resource Limits ............................................................................................ 25 Figure 7-1: Location of St Elmo Vanadium Project and QEM’s Julia Creek Project .............. 29 Figure 7-2: Location of Richmond Vanadium Project and QEM’s Julia Creek Project........... 31

List of Tables

Table 2-1: Julia Creek Project Tenements ...................................................................... 3 Table 6-1: Summary of Mineral Resources as at 31 May 2018 ......................................... 18 Table 6-2: Summary of Contingent Oil Shale Resources as at 31 May 2018 ...................... 19 Table 8-1: Breakdown of Exploration and Studies Budget for 2018-2020.......................... 33

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Key Abbreviations

$ or USD
Adb
AMSL
AR
AS
ASR
AusIMM
bcm
BD
GCV
Capex
Cu
Mineral or Ore
Resource
FC
g
h
ha
IM
JORC or
JORC Code, 2012
k
MJ/kg
kg
km
km2
kt
l
l/tonne
LT0M
m
lcm
LOM
M

United States Dollar
Air dried basis, a basis on which quality is measured
Above Mean Sea Level
As received
Australian Standards
Average stripping ratio
Australasian Institute of Mining and Metallurgy
Bank cubic meter
Bulk density
Gross Calorific Value
Capital Expenditure
Copper
A concentration or occurrence of solid material of economic interest in or on the
Earth’s crust in such form, quality, and quantity that there are reasonable
prospects for eventual economic extraction. The location, quantity, quality,
continuity and other geological characteristics of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and knowledge,
including sampling. Mineral Resources are sub-divided, in order of increasing
geological confidence, into Inferred, Indicated and Measured categories.
Fixed carbon
Gram
Hour
Hectare(s)
Inherent Moisture
2012 Edition of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves, Australasian Institute of Mining and
Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia
Thousand
Unit of energy; mega joule per kilogram
Kilogram
Kilometre(s)
Square kilometre(s)
Kilo tonne (one thousand tonne)
Litres
Litres/tonne
Litres per tonne on total water free basis at 15oC
Metre
Loose cubic metre
Life of mine
Million

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Mbcm
Mbcmpa
m3
m/s
Mt
Mtpa
MW
Mo
NAR
Ni
Opex
Petroleum
Resources
PIIP
RL
RD
ROM
SE
SPE-PRMS, 2011
SR
t
tkm
tpa
TM
TS
VM
Wt Avg
wt%
Zn

Million bank cubic metres
Million bank cubic metres per annum
Cubic metre
Metres per second
Millions of tonnes
Millions of tonnes per annum
Megawatt
Molybdenum
Net a received
Nickel
Operating expenditure
Estimated quantities of hydrocarbons naturally occurring on or within the
Earth’s crust.
Petroleum Initially In Place
Relative Level (Australian Height Datum)
Relative Density
Run of Mine
Specific Energy
Guidelines for Application of the Petroleum Resources Management System.
Sponsored by the Society of Petroleum Engineers (SPE), the American
Association of Petroleum Geologists (AAPG), the World Petroleum Council
(WPC) and the Society of Petroleum Evaluation Engineers (PSEE). November
2011.
Strip ratio (of waste to ore) expressed as bcm per tonne
Tonne
Tonne kilometre
Tonnes per annum
Total Moisture (%)
Total Sulphur (%)
Volatile Matter (%)
Weighted Average
Weight percent
Zinc

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1. Introduction

Queensland Energy & Minerals Pty Ltd (converting to a public company and to be renamed 'QEM Limited') ( QEM ) have engaged Measured Group Pty Ltd ( Measured ) to prepare an Independent Geologist’s Report for the Julia Creek Project, which contains a vanadium Mineral Resource and an Oil Shale Petroleum Resource. As of May 2018, the project consists of 3 Exploration Permits for Minerals ( EPM ) other than coal, namely EPM 25662, EPM 25681 and EPM 26429.

The vanadium Mineral Resource of the Julia Creek Project was estimated and reported in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves Joint Ore Reserves Committee ( JORC Code, 2012 ) by Mr Lyon Barrett of Measured Group.

The Oil Shale Petroleum Resource was estimated and reported in accordance with the SPE Petroleum Resource Management System, 2011 ( SPE-PRMS, 2011 ) by Mr Graham Pope of Measured Group.

Neither Measured Group, Mr Barrett or Mr Pope have any material interest in QEM or the Julia Creek Project. Measured Group is remunerated for this report by way of a professional fee based on a standard schedule of rates, which is not contingent on the outcome of this report.

Measured Group Pty Ltd understands that QEM intends to list on the Australian Securities Exchange ( ASX ) and that this report is to be included in a prospectus to be lodged by QEM with the Australian Securities and Investments Commission ( ASIC ).

2. Location and Tenure

2.1 Location

The Julia Creek Project is located approximately 16 km south-east of Julia Creek township in north-west Queensland as shown in Figure 2-1. Julia Creek is a regional town situated 655 km by road to the west of Townsville and 255 km east of the mining town of Mt Isa.

The project area lies close to main infrastructure facilities and is intersected by the Flinders Highway and the Great Northern Railway line. The location of the Julia Creek Project is shown in Figure 2-1.

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Figure 2-1: Julia Creek Project Location

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2.2 Tenure

The Julia Creek Project tenements include EPM 25662, EPM 25681 and EPM 26429. Details relating to the status of the Julia Creek Project tenements have been obtained from the QDEX website (maintained by Queensland Department of Natural Resources, Mines and Energy) and are shown below in Table 2-1 and Figure 2-2.

Table 2-1: Julia Creek Project Tenements

Tenement	Concession Type	Area (km2)	Status	Granted	Term
EPM 25662	Exploration Permit Minerals other than Coal	134.54	Granted	23/01/2015	5 years
EPM 25681	Exploration Permit Minerals other than Coal	6.41	Granted	06/03/2015	5 years
EPM 26429	Exploration Permit Minerals other than Coal	35.24	Granted	16/03/2017	5 years

A portion of EPM 26429 is overlain by Exploration Permit Geothermal ( EPG ) 111, which as of June 2018, was registered as a tenement “Application” and not a “Granted” tenement.

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Figure 2-2: Julia Creek Project Tenements with Surface Geology Overlay

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2.3 Topography, Land Use and Climate

The topography over the Julia Creek Project area is generally flat lying with an average elevation of approximately 145 m above sea level. The highest point within the project area is 154 m above sea level.

The project area consists of flat black soil plains typical of the Eromanga Basin. The land in the region is used primarily for grazing cattle, with agricultural activities being generally reliant upon artesian groundwater bores established during the last hundred years.

Vegetation in the Julia Creek region is typically Mitchell Grass dominated native pasture, with a sparse or absent cover of trees and shrubs as shown in Figure 2-3. Prickly Acacia is common in areas of disturbance around existing road quarries and open bore drains.

The climate is described as semi-arid. It is subject to monsoonal influences from the northwest and easterly influences. Around Julia Creek the mean annual rainfall is about 469 mm, with evaporation exceeding rainfall by a factor of 5. Much of the rainfall (about 80%) falls in the summer months between December and March. Typically, the wettest months are January and February.

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Figure 2-3: View Across the Julia Creek Project Area

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3. Regional Geology Setting

3.1 Regional Geology

The Early Cretaceous Toolebuc Formation is the target geological horizon at the Julia Creek Project (Figure 3-1). This stratigraphic unit occurs throughout the Eromanga and Carpentaria Basins in eastern, central and northern Queensland and into portions of the Northern Territory and South Australia.

The Eromanga Basin is a sub-basin of the Great Artesian Basin and consists of several thick sequences of non-marine to marine sedimentary units. The Toolebuc Formation is part of the Wilgunya Subgroup of the Rolling Downs Group of the Eromanga Basin that covers a wide but relatively shallow structural depression in eastern Australia, over an area of 1.5 million km[2] .

Sedimentation in the Eromanga commenced in the early Jurassic period, with the deposition of fluvial sandstones of the Hutton Formation due to down warping of the basement (Exon and Senior, 1976). These non-marine Jurassic sandstones are the main aquifers of the Great Artesian basin. Further fluviatile lacustrine and possibly deltaic sedimentation, continued at the close of the Jurassic. A worldwide marine transgression during the Cretaceous period (Schlanger and

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Jenkyns, 1986) was marked in the Eromanga Basin by the deposition of shallow marine and paralic sediments, including the Toolebuc Formation. Following final withdrawal of the sea, lithic sediments were deposited above Toolebuc Formation.

Figure 3-1: Generalised Eromanga Basin Stratigraphy

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Source: https://www.resourcesandenergy.nsw.gov.au/__data/assets/pdf_file/0005/96512/Eromanga_Basin_Stratigraphy.pdf

The Toolebuc Formation is an early Cretaceous aged (Albian approximately 110 My) sedimentary unit that consists of a lower kerogenous shale (Oil Shale) and an upper interbedded limestone (coquina) and shale unit (Coxhell and Fehlberg, 2000). The Toolebuc Formation crops out at the margins of the Eromanga and Carpentaria basins or, in the case of the Julia Creek area, where it is draped over an original basement high (the St Elmo Structure) (Figure 3-2). Where the unit crops, it forms low rubbly, topographic highs which have been the source of road building materials.

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Figure 3-2: Regional Solid Geology of the Julia Creek Project

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

St Elmo Structure
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3.2 Economic Geology

The Toolebuc Formation has been the subject of intermittent exploration by various parties since 1968, originally as a potential target for sedimentary uranium, then as an oil shale and vanadium target and later exclusively as a vanadium target.

Historical exploration activity has confirmed that the continuity of lithological horizons within the Toolebuc Formation is remarkably consistent over wide areas (CR24927 Appendix 1 Pg. 13).

The uppermost unit of the Toolebuc Formation, the St Elmo Coquina, occurs at a minimum depth within the project area of 37.75 m in drillhole 594_712, while the base of the basal Toolebuc Formation unit, the Arrolla Siltstone, is intersected at a maximum depth of 104.42 m in drillhole QEM004.

The Toolebuc Formation at the Julia Creek Project presents as a potential open-cut mining target, with a maximum cumulative strip ratio less than 10 bcm/tonne.

4. Deposit Geology

4.1 Local Geology

Blue-green algae are interpreted to have formed extensive algal mats on an epeiric sea floor during deposition of the Toolebuc Formation. The preservation of dead algal matter can be related to an oxidising-reducing boundary probably situated immediately below the base of the living algal mat layer, the position of which kept pace with the upward growth of the living algal mat.

The kerogen in the Toolebuc Formation are derived from planktonic algae and blue-green benthonic algae (Glikson and Taylor, 1986) with the calcite representing the inorganic component of benthic and planktonic organisms. The detrital component is represented by fine clay and quartz.

The episode of clear water calcareous sedimentation represented by the Toolebuc Formation ended when muddy conditions returned, preventing further growth of the benthonic fauna and leading to widespread deposition of the argillaceous sediments of the Allaru Mudstone (Ramsden, 1983). The Toolebuc is anomalous in a wide range of elements including vanadium, copper, zinc, nickel and molybdenum, fixed from sea water by the living organisms.

Norrish and Patterson, 1976 concluded that the vanadium in Oil Shale at Julia Creek is associated with mixed layered clays and contains approximately 60% of the vanadium present in the fresh Oil Shale. The other 40% occurs within silicates, pyrite and organic compounds.

Mineralogical work completed by Fimiston and others has established that the Oil Shales within the Toolebuc Formation are principally composed of calcite, kerogen, quartz, kaolinite,

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smectite and pyrite. Minor minerals identified include mixed layered clays and gypsum. Trace minerals identified include sphalerite, chalcopyrite and galena (Coxhell and Fehlberg, 2000).

More recent work by Troup et al, 2018 used X-ray diffraction ( XRD ) and Hylogger analysis to allow a semi-quantitative assessment of mineral components present in the Toolebuc Formation. The study included samples from GSQ holes throughout the Eromanga and Carpentaria Basins, and included a stratigraphic drillhole called GSQ Julia Creek 1, which is located approximately 45 km to the south-west of the Julia Creek Project area.

Figure 4-1 shows the results for GSQ Julia Creek 1, as presented in Troup et al, 2018. This figure suggests that the mineralogy of the Toolebuc Formation is dominated by Carbonates, with significant Illite, Smectite and Quartz.

Figure 4-1: Mineral Composition of the Toolebuc Formation for Stratigraphic Drillhole GSQ Julia Creek 1 (source Troup et al, 2018))

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The in-situ moisture content of the Julia Creek Oil Shale is estimated to be approximately 6% (Coxhell and Fehlberg, 2000) which is low compared to several other Oil Shale deposits in Queensland. The low moisture content has potential processing benefits when compared to the higher moisture content of Queensland Tertiary Oil Shale deposits.

The vanadium within the Toolebuc Formation is interpreted to have been concentrated by marine organisms, fixing the vanadium from seawater over a long period of time in an anaerobic environment. The vanadium occurs as both organic and inorganic forms suggesting

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a unique combination of physical and chemical conditions was necessary for the accumulation of the various vanadium mineral species.

The fossil assemblage and mineralogy of the two main facies of the Toolebuc Formation provide important clues to the depositional environment and possible mechanism for the fixing of the vanadium.

The difference between the upper coquina and lower fine-grained oil shale is related to the amount of oxygen present during deposition, and the possible depth of formation. The lower fine-grained oil shale represents a reducing environment, while the upper laminated coquina represents fluctuating and progressively increased levels of oxygen in the sea suitable for the establishment of specialised low oxygen tolerant large sized benthonic shelly fauna (Ozimic, 1986).

Possible fluctuation in the sea level (and/or in the physio-chemical conditions at the sea floor) sometimes favoured oil shale accumulation, but increasingly favoured formation of the coquina (Ramsden, 1986) (Coxhell and Fehlberg, 2000).

The results of these geological processes are that the vanadium and oil resources found within the Julia Creek Project are hosted by, and co-located within, the Toolebuc Formation. In addition, historical as well as recent drilling and analysis programmes have found a strong correlation between vanadium and oil grade within the target horizons of Toolebuc Formation.

4.2 Stratigraphy

In general, the stratigraphic sequence within the Julia Creek Project area, from the youngest to oldest is as follows:

Surficial Sediments

Around 1 m of brown clay rich to silty soils are intersected at surface across the entire project area.

Allaru Mudstone

The youngest sedimentary units encountered within the project area are the Allaru Mudstones. These are blue to grey massive mudstone units interbedded with occasional 10 cm thick siltstone units. The Allaru Mudstones grade into the underlying St Elmo Coquina.

St Elmo Coquina (Modelled as CQU)

The St Elmo Coquina is composed of interbedded shelly limestone and kerogenous siltstone and claystone bands (Oil Shale) present as thin bands between the limestone units (CR24927). The visible carbonate content of the coquina is over 50%. During correlation and stratigraphic modelling of the recent drilling data within the project area, the St Elmo Coquina has been termed the Coquina Upper unit or CQU.

The Coquina Upper (CQU) is present across the entire Julia Creek Project area, except where it subcrops in EPM 26429. The Coquina Upper averages 4.05 m in thickness in the 10 recent

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holes drilled, with the minimum and maximum thicknesses ranging between 2.59 m and 5.02 m respectively.

Willats Crossing Siltstone (Modelled as CQL)

The proportion of Oil Shale bands over limestone increases to over 50% with a gradational transition from the St Elmo Coquina into the underlying Willats Crossing Siltstone. The Willats Crossing Siltstone is comprised of laminated kerogenous siltstone and claystone with up to 50% limestone bands of between 1 mm and 3 cm thick (CR24927) and it is included in the modelled stratigraphic unit called CQL.

Where the underlying Manfred Crossing Siltstone Coquina is present, the proportion of limestone increases towards the basal gradational contact with the Manfred Coquina.

Manfred Coquina (Modelled as CQL)

The Manfred Coquina looks similar to the St Elmo Coquina; however, it is not as laterally persistent as the St Elmo Coquina, and is absent in a number of holes drilled across the project area. Where present, it is characterised by a drop in vanadium content and a spike in Phosphorous content. A distinctive phosphatic band at the base of the Manfred Coquina is an accepted marker band within the Toolebuc Formation (CR24927).

The Manfred Coquina is not always present across the project area and for modelling purposes the two units (Willats Crossing Siltstone and the Manfred Coquina) have been modelled as a single unit called the Coquina Lower or CQL. Due to the gradational contact between the two units and the low level of continuity of the Manfred Coquina, it was deemed to be better from an economic geology perspective to regard these two stratigraphic units as a single unit for the purposes of resource modelling and mining studies.

Combining the two units has the effect of averaging out changes in vanadium content and associated oil yield within the combined unit, lowering the variability and increasing the continuity of vanadium content and oil yield for the combined CQL unit across the deposit.

The CQL is intersected in all holes drilled across the Julia Creek Project area and has an average thickness of 3.14 m in the 10 recent holes drilled by QEM. It reaches a maximum thickness of 5.41 m in drillhole QEM013 and a minimum thickness of 1.29 m in QEM011.

Arrolla Siltstone (Oil Shale) (Modelled as OSU and OSL)

This lowermost oil shale bed consists of finely laminated dark grey pyritic and kerogenous shales. There is normally an increase in clay content in the lower half of the Arrolla Siltstone before a normally sharp contact with the underlying blue grey pyritic mudstones of the Wallumbilla Formation.

The upper portion of the Arrolla Siltstone normally contains the highest oil yield within the succession, with a decrease of oil yield in the lower portion, as clay content increases at the expense of organic matter. For this reason, during correlation and modelling of the Arrolla

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Siltstone, the Arrolla Siltstone was sub-divided into two units, namely the Oil Shale Upper (OSU) and the Oil Shale Lower (OSL).

The Oil Shale Upper (OSU) has an average thickness of 1.40 m across the 10 recent holes drilled by QEM. It reaches a maximum thickness of 2.16 m in QEM002 and a minimum thickness of 0.89 m in QEM013. The Oil Shale Lower (OSL) has an average thickness of 1.56 m in the 10 recent holes drilled by QEM. It reaches a maximum thickness of 2.04 m in QEM006 and a minimum thickness of 0.90 m in QEM004.

Wallumbilla Formation

The Wallumbilla Formation is a thick unit (normally +150 m thick) of blue grey pyritic mudstones with minor interbeds of carbonaceous siltstone, fine grained carbonaceous sandstone and concretionary limestone. The uppermost Ranmoor Member of the Wallumbilla Formation is found immediately below the Arrolla Siltstone in the Julia Creek Project area.

5. Exploration History

The earliest drilling within the Julia Creek area was conducted by Australian Aquitaine Petroleum Ltd in the late 1960’s, looking for potential sedimentary uranium targets. Discovery of the extensive oil shales of the Toolebuc Formation led to limited sampling and analysis of the oil shale at the time.

Following this early work, The Oil Shale Corporation ( TOSCO ), CSR Ltd and later CSR Limited explored the area for both open-cut and underground oil shale and vanadium resources between 1970 and 1988.

In the early 1980’s Pacific Coal Pty Ltd held Authority to Prospect ( ATP ) 3144M, the majority of which lies to the north of the current Julia Creek Project area. A small part of ATP 3144M however extended into the current Julia Creek Project, and consequently one hole (OXT003C) was drilled within the current project boundaries. This hole was drilled to the top of the Toolebuc Formation using open-hole methods, then cored, with samples taken across the Toolebuc Formation. The core was analysed for Oil properties, but not vanadium.

Between 1980 and 1981, ESSO undertook drilling of Oil Shales to the south of Julia Creek in order to test the cores for base metal content. ESSO drilled 9 drillholes to the south and west of the current QEM tenements. This work confirmed the base metal anomalism of the Toolebuc Formation in this area. In addition to vanadium grades comparable to those seen to the north (0.35 wt% V2O5 on average) ESSO found anomalous zinc, copper, nickel, uranium and molybdenum.

CRA Exploration Pty Ltd ( CRA ) took up a large tenement position around Julia Creek between 1991 – 1993 and drilled an additional 5 drillholes during that period. CRA compiled a database, completed summary reports on previous oil shale exploration (CR24927) and conducted several technical studies into potential beneficiation options for the oil shale deposit.

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At the time CRA concluded that treating Oil Shales for crude oil was not a viable option given that the estimated best case costs of production was AUD42 to AUD48 per barrel, and this was approximately AUD10 to AUD16 above the projected long term oil price at that time.

in the 1980s, CSR Pty Ltd completed 11 drillholes within the area covered by the current QEM tenements. The drilling included open-hole and core drilling, with each drillhole geophysically logged for gamma response using a SIE T450 portable logging unit (CR10671, CR9996).

Oil Shale samples were collected and sent to Australian Laboratory Services ( ALS ) in Brisbane and analysed for:

Fischer assay (oil yield);
Determination of Specific Gravity of Oil Shale and
XRF assay for vanadium, Molybdenum and Uranium. Any sample which assayed over 50 ppm Uranium was analysed for Thorium.

5.1 QEM Drilling (2015)

QEM acquired the tenements for the Julia Creek Project (EPM 25662 and EPM 25681) in early 2015 and completed an exploration programme in August 2015. The programme drilled 996 m in 10 4C (100 mm) core drillholes, with non-core sections drilled using 124 mm PCD bits.

Detailed logging of lithology from chips and core was completed, core loss was documented in the field during logging and sampling of core, all drillholes were geophysically logged and photographs of all 4C core were taken to maintain a complete geological record.

A total of 206 half metre core samples of the Toolebuc Formation were taken from the 10 core holes. All samples were double bagged on site to prevent moisture and volatile losses and were assigned individual sample numbers and accompanied by a sample advice sheet.

Whole cores were delivered to ALS in Townsville, Queensland for weighing, drying, weighing, crushing and splitting prior to assay by ALS in Townsville and Gladstone. ALS maintains a comprehensive sample preparation and assaying procedure to provide quality assurance and quality control ( QAQC ) of assay results. Samples were analysed for the following:

Density;
Total Moisture;
Inherent Moisture;
Ash Content;
Volatile Matter;
ICP AES analysis 33 elements; and
Modified Fischer Assay (MFA).

The current Mineral and Petroleum Resource estimates includes all drillholes completed during QEM’s 2015 drilling program in addition to the 6 drillholes completed on the tenements previously by CSR Pty Ltd.

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5.1.1 Comparison of QEM 2015 and Historical Drilling

The first 2 holes of the 2015 drilling campaign were located at sites of previously existing drillholes and were drilled with the intention of testing the validity of historical data ( twinned ). Generally, the results of the twinned holes were not an exact match, mostly due to the finer (0.5 m) sampling conducted on the more recent holes. This finer sampling, along with detailed downhole geophysics, has allowed stratigraphic units to defined based on both lithology, oil and vanadium grades.

Figure 5-1 and Figure 5-2 below show a comparison of the twinned QEM 2015 and historic drillholes at the same location. There are clear differences between the data sets, with some of the differences occurring as a result of the coarseness of the samples taken in the historic drillhole.

Although some reasonable vanadium grades have been intersected in the CQU of the QEM 2015 drillholes, it is pod-like and cannot be consistently correlated between drillholes. In addition, the oil yield of the CQU unit is less than 40% and for these reasons, the upper Coquina unit (CQU) was excluded from the resource.

The remaining units in each hole (CQL, OSU and OSL) compare reasonably well overall and provide a reasonable justification for using the historical drillholes to support the current Inferred Mineral Resource classification and estimate.

The twinning of the first two holes of the 2015 drilling campaign has provided further data to confirm and support the interpretation that both the vanadium and oil shale resources are hosted by, and co-located within, the Toolebuc Formation.

In addition, the twinned drillholes provide further support for the interpretation that a strong correlation exists between vanadium and oil grade within the target horizons of the Toolebuc Formation.

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Figure 5-1: Comparison of Twinned Drillholes 596_710 and QEM002

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Figure 5-2: Comparison of Twinned Drillholes 597P8_709P9 and QEM001

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6. Resource Estimates

The vanadium Mineral Resource and oil shale Petroleum Resource are hosted by, and colocated within, the Toolebuc Formation and there exists a strong positive correlation between vanadium and oil grade.

At this stage however, there has been insufficient work completed by QEM to confirm that both the vanadium Mineral Resource and oil shale Petroleum Resource can be recovered from the same ore material (i.e. host rock). QEM acknowledges this and is assessing several processing options and technologies to identify the optimum methodology for the recovery of vanadium and oil, in addition to any other potential base metal bi-products (Cu, Mo, Ni and Zn).

As a result, the vanadium Mineral Resource and oil shale Petroleum Resource must stand on their own. Further, it should not be assumed that both resources are currently able to be recovered from the same ore material.

The following summarises the Mineral and Petroleum Resources that are contained within the Julia Creek Project.

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All drilling data used to develop geological interpretations, develop an understanding of the geological continuity and build structural and grade models for the Julia Creek Project are contained in Appendix C of this report.

6.1 Vanadium Mineral Resource Estimate

The Julia Creek Project area, including EPM 25622, EPM 25681 and EPM 26429, is estimated to contain an Inferred Mineral Resource of 1,700 Mt @ 0.34% V2O5 as at 31 March 2018 and Table 6-1 below provides a summary of the Mineral Resource estimate.

Table 6-1: Summary of Mineral Resources as at 31 May 2018

				Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Insitu Density (gm/cc)	V2O5 (wt%)	Cu (ppm)	Mo (ppm)	Ni (ppm)	Zn (ppm)
Inferred	CQL	811	3.39	2.12	0.38	242	247	226	1329
	OSU	454	1.77	2.10	0.31	241	146	193	1221
	OSL	445	1.81	2.13	0.29	223	127	170	1098
Total		1700		2.12	0.34	237	190	203	1241

Note: The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.

The estimate of Mineral Resources for the Julia Creek Project, contained within EPM 25622, EPM 25681 and EPM 26429, and presented in this report have been carried out in accordance with the JORC Code, 2012.

Appendix A to this report contains the disclosures required by Table 1 of the JORC Code 2012.

No portion of the Julia Creek Project area has an in-situ vertical stripping ratio that exceeds 10:1 BCM/tonne (waste/ore), and all ore with a stripping ratio less than 10:1 is considered to have reasonable prospects for eventual economic extraction.

6.1.1 JORC Competent Person Statement

The information in this report relating to Exploration Results and Inferred Mineral Resources at the Julia Creek Project is based on information and fairly represents compiled by Mr. Lyon Barrett who is a member of the Australasian Institute of Mining and Metallurgy and is a fulltime employee of Measured Group Pty Ltd.

Mr. Barrett is a qualified geologist and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking, to qualify as Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Mr. Barrett consents to the inclusion in the report of the matters based on the information, in the form and context in which it appears.

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Mr Lyon Barrett, BSc (Hons), MAusIMM 201562

6.2 Petroleum Resource Estimate

Within the 1,700 Mt of ore that hosts the vanadium Mineral Resource, a Contingent oil shale Petroleum Resource is estimated at 654 million barrels in-situ (Petroleum Initially in Place) equivalent to a 3C estimate of 589 MMbbls with a 0.9 recovery factor as at 31 March 2018. Table 6-2 below provides a summary of the Petroleum Resource estimate.

There are no 1C or 2C Resources as the current points of observation (drill hole spacing) of the oil shale grade is insufficient to place reliable confidence on both grade and thickness continuity required for 1C or 2C Resources.

Table 6-2: Summary of Contingent Oil Shale Resources as at 31 May 2018

				Total	Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Total Moisture wt%	Oil Yield (L/tonne)	Oil Yield LT0M	MMBarrels (insitu- PIIP)	MMBarrels 3C
Contingent	CQL	811	3.39	8	62	63	298	268
	OSU	454	1.77	10	72	74	191	172
	OSL	445	1.81	10	63	65	165	149
Total		1700		9	64	67	654	589

Notes:

The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
There are no 1C or 2C Resources as the current points of observation (drill hole spacing) of the oil shale grade is insufficient to place reliable confidence on both grade and thickness continuity required for 1C or 2C Resources.

Appendix B to this report provides further information specific to the Petroleum Resource estimate.

The estimate of Petroleum Resources for the Julia Creek Project, contained within EPM 25622, EPM 25681 and EPM 26429, and presented in this report have been carried out in accordance with the Guidelines for Application of the Petroleum Resources Management System (2011 Edition).

6.2.2 SPE-PRMS Statement (Qualified Petroleum Resources Evaluator)

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and Metallurgy, Australian Institute of Geoscientists and Petroleum Exploration Society of Australia. Mr Pope is employed as an Associate of Measured Group Pty Ltd.

Mr. Pope is a qualified geologist with a BSc (Applied Geology) and MSc and has more than 30 years’ experience in the exploration, development, assessment and evaluation of oil shale deposits.

Mr Pope consents to the inclusion in the report of the matters based on the information, in the form and context in which it appears.

Mr. Graham Pope, BSc., MSc., MAusIMM 103388, MAIG 2270

6.3 Geology and Geological Interpretation

The main data sources used to support the estimate are the lithological logs, core photographs, down hole geophysical logs and assays for base metals, proximate analysis and oil yield. The correlation of the drillhole data was based on lithological variations, proximate analysis, oil grade and downhole geophysics where available.

Historical data excluded from previous geological models and resource estimates was included back into the current geological models and resource estimates. This was done after the historical drillholes were integrated back into the modelling database and correlated back to the QEM 2015 drillholes. The integration of historical data was further supported by the twinning of two QEM 2015 adjacent to historical drillholes.

Confidence in the sedimentary correlations is considered high as they are based on down holes geophysics, assays and core photographs. A secondary confirmation of the interpretation is the gridded model itself which shows good continuity between data points and this is further supported by geostatistical analysis of drillhole data completed by Measured as part of the resource estimate in 2018.

As a result, the current drilling density and interpreted geological continuity is considered sufficient to support Mineral and Petroleum Resource classifications for orebody thickness, volume, tonnage and grade.

6.4 Vanadium and Oil Grade Correlation

The relationship between vanadium and organic matter was noted by Riley & Saxby (1986) for samples from the Toolebuc Formation over most of the Eromanga Basin, with a strong positive relationship between organic carbon and vanadium and suggested a common source for both the vanadium and the organic matter.

The twinning of the first two holes of the QEM 2015 drilling campaign provided further data to confirm and support the interpretation that both the vanadium and oil shale resources are hosted by, and co-located within, the Toolebuc Formation.

In addition, the twinned drillholes provide further support for the interpretation that a strong correlation exists between vanadium and oil grade. Plots of vanadium and oil grade were

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developed for the composited data used in the estimation of oil grade (wt% dry) and vanadium (ppm) (Figure 6-1).

There is a clear relationship between vanadium content and oil grade for each unit within the Toolebuc Formation. The relationship between increasing vanadium and oil grade is more linear for the CQU and CQL units in both QEM and legacy drillholes, while there is more scatter for the OSU and OSL units.

It is noted that the relationship between vanadium content and oil grade for the historical data is offset. The reason for this offset in the historical data for the CQL (relative to the QEM data) is not apparent and will require further investigation.

Figure 6-1: Relationship Between Vanadium (ppm) and Oil Grade (wt% dry)

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6.5 Sampling and Sub-sampling Techniques

All QEM core samples were double bagged on site and transported to the laboratory for sample preparation and analysis. Whole cores were delivered to the ALS in Townsville, Queensland for weighing, drying, weighing, crushing and splitting prior to assay by ALS in Townsville and Gladstone.

All samples were prepared using a coarse crush and fine crush. The coarse crush size was - 6mm for 70% of the sample and samples were riffle split into 5 kg portions. One 5 kg portion was stored and the other 5 kg portion was subjected to fine crush. Fine crush was - 2mm for 70% of the sample. The fine crushed 5 kg portion was split into 2.5 kg portions – one for proximate analysis and the other for ICP-AES analysis. No sub-sampling of the core was carried out.

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The proximate analysis was completed at ALS Gladstone and the ICP-AES was completed at ALS Townsville. Following proximate analysis, Gladstone used the remaining samples and combined them by length density weighting into sedimentary units as instructed, for Modified Fischer Analysis ( MFA ). ALS maintains a comprehensive sample preparation and assaying procedure to provide quality assurance and quality control ( QAQC ) of assay results.

In each case of the CSR Ltd boreholes the entire core was collected for assay and sent to ALS in Brisbane. The entire core sample was:

crushed in a 150 mm jaw crusher set at a nominal 50 mm opening;
subsampled by riffling;
air dried at 50 degrees centigrade;
reduced to minus 2 mm by further crushing in a 50 mm jaw crusher set at a nominal 6 mm opening;
riffled down further to about 500 gm sub-sample;
homogenised, rolled and dip samples to approximately 100 gm for Fischer Analysis; and
the remainder of each sample was stored as a standard sample.

Check assays were carried out by Tosco Laboratories in the USA as well as ACIRL in Rockhampton. All three laboratories used the Modified Fischer Retort Method as outlined in Report R.1. 4477 of the United States Bureau of Mines.

The current Mineral and Petroleum Resource estimates includes all drillholes completed during QEM’s 2015 drilling programme in addition to the 6 drillholes completed on the tenements previously by CSR Pty Ltd.

6.6 Drilling Techniques

QEM’s 2015 drilling programme involved the drilling of 10 drillholes. The drillholes varied in depth from 72 m (QEM002) to 120 m (QEM004). The drilling was completed by rotary core drilling, using 4C (100mm) core and the drill diameter for the chipped section of the hole was 124 mm where PCD bit was used for chipping.

Historically, CSR Ltd drilled 6 drillholes within the area of EPM 25662, and 5 drillholes within EPM26429. Each drillhole was drilled with open hole methods through the Allaru Mudstone at 115 mm diameter. A 65 mm core was then obtained for the remainder of the hole through the Toolebuc Formation and into the Ranmoor shales. Oil shale samples were analysed via a Modified Fischer assay to determine oil yield and specific gravity of oil shale. XRF analysis for vanadium, molybdenum, uranium and thorium was completed for 4 of the drillholes within EPM25662. Additional CSR drillholes were drilled outside of the current tenements, and have been used for geological modelling.

Pacific Coal Pty Ltd drilled one drillhole (OXT003C) within the Julia Creek Project area, and two others (OXT002C and OXT005C) to the north in 1981. These holes were wireline logged

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for Gamma as a minimum, but also density and resistivity in some cases. All three drillholes have been used to build the structure model (i.e. supporting stratigraphic unit thickness and RL).

A total of 12 partly cored drillholes were drilled to the north-west and west of the current Julia Creek Project area – all of which intersected the Toolebuc Formation. Vanadium was not analysed in these drillholes, rather Oil Shale related properties. The holes were drilled using open hole methods to the top of the Toolebuc Formation using water injection or air circulation and then cored through the Toolebuc Formation.

6.7 Criteria Used for Resource Classification

Resource classification for Mineral and Petroleum Resources is based on an assessment of the variability of critical variables (vanadium grade, oil grade and sedimentary unit thickness) through statistical analysis, geostatistical analysis and by an assessment of the degree of geological complexity (general dip and structure).

The presence of assay results for vanadium was set as the minimum requirement for a Point of Observation for the estimation of both Mineral Resources and Petroleum Resources.

Insufficient data on the critical variable (vanadium) exists for any meaningful geostatistical study to be conducted and contours of modelled vanadium grades were examined to investigate the variability of this parameter.

The relationship between vanadium grade and oil yield was also examined, and a correlation was found to exist between high vanadium and high oil yield (see Section 6.4). Semivariograms of oil yield and stratigraphic unit thickness were investigated and found to have a range more than 10,000 m in all cases.

Points of Observation for Mineral Resources

The minimum spacing between points of observation was set to 4000 m for the Inferred Mineral Resource category. No attempt was made to classify the resource as an Indicated or Measured Mineral Resource at this stage of the project.

Further acquisition of data (such as infill drilling) will be required to achieve an increased confidence in geological continuity and support an upgraded classification of the vanadium Mineral Resource.

Drillholes intersecting the Toolebuc Formation, with valid oil yield data exist beyond the last line of points of observation. These have been used as supportive data for:

structure continuity, as they provide accurate information related to the unit’s thickness; and
for grade continuity, based on the relationship between oil yield and vanadium content (see Section 6.4).

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Based on these supportive data, the Mineral Resource is classified as 100% Inferred Mineral Resource, of which 0% is extrapolated.

Further information relating to JORC Code, 2012 Mineral Resource estimate is contained within Appendix A.

Points of Observation for Petroleum Resources

Minimum spacing between points of observation was set to 4000 m for the 3C category. No attempt was made to classify the resource at 1C or 2C category at this stage of the project.

Drillholes intersecting the Toolebuc Formation, with valid oil yield data exist beyond the last line of points of observation. These have been used as supportive data for:

structure continuity, as they provide accurate information related to the unit’s thickness; and
for grade continuity, based on the relationship between oil yield and vanadium content (see Section 6.4).

Based on these supportive data, the Petroleum Resource is classified as 100% 3C, of which 0% is extrapolated. The Petroleum Resource is unrisked.

Figure 6-2 shows the distribution of points of observation and supportive data for the Mineral Resource and Petroleum Resource estimates and the Resource Limits for the Julia Creek Project.

Further information relating to the SPE-PRMS, 2011 Petroleum Resource estimate is contained within Appendix B.

6.8 Sample Analysis Method

All samples taken by QEM in 2015 were analysed according to Australian Standard for proximate analysis to determine Free Moisture %ar, Total Moisture %ar, Inherent Moisture %ad, Ash %ad, Volatile Matter %ad and Fixed Carbon %ad. Relative Density %ad was also determined for each sample.

Oil grade has been determined by modified Fischer Assay (ASTM D3940-90) on 73 core samples representing approximately 244.9 m metres of cored material.

Inductively coupled plasma atomic emission spectroscopy (ICP-AES) has also been conducted on all samples used in the estimate to determine 33 mineral elements including vanadium (ppm).

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Figure 6-2: Location of Points of Observation and Supportive Data, Mineral Resource and Petroleum Resource Limits

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6.9 Estimation Methodology

A geological model was created for the Julia Creek Project, using grid modelling techniques and ABB’s Minescape software (V5.12).

The FEM (Finite Element Method) interpolator was used for surface elevation, thickness and trend. FEM is a proprietary algorithm that honours individual data points and interpolates between data points. Drillholes within and outside of project boundaries were used for modelling, in order to ensure model continuity across the project area.

The Inverse distance squared interpolator was used for modelling of vanadium and a linear interpolation was used for oil grade estimation. Grid cell sizes of 20 m for the topographic model, 40 m for the structural model and 40 m for the quality model were used. There is no modelling of selective mining units, rather modelling has focussed on stratigraphic units.

Visual validation of all model grids was completed to ensure extreme or outlier values have not influenced any of the grids and estimates. The entire deposit is considered a single domain for each sedimentary unit in terms of stratigraphic unit thickness and grade.

6.10 Cut-off Grade

No minimum stratigraphic thickness cut off was used for estimating resources, and the cumulative thickness of the 3 stratigraphic units which make up the orebody is greater than 4 m throughout the deposit.

A minimum oil yield of 40 l/tonne was used as an oil grade cut-off, and was used to define the CQL, OSU and OSL units. The minimum oil yield effectively excludes the entire CQU unit from the resource but no portion of any of the other three sedimentary units are excluded by applying this cut-off.

No cut-off grade for vanadium was used, however the grade of samples within the modelled resource units rarely drops below a grade of 0.2%.

6.11 Mining and Metallurgical Methods and Parameters

Open-cut mining methods are envisaged for the extraction of the Mineral and/or Petroleum Resources contained within the Julia Creek Project.

Based on an evaluation of the geology and a review of historical work completed to date, a 10 bcm/tonne stripping ratio was identified as a reasonable economic cut-off for resource estimates, albeit preliminary. No portion of the Julia Creek Project area has a modelled strip ratio of more than 10 bcm/tonne, and therefore no areas have been excluded from the resource on this basis.

In 2017 CORE Metallurgy Pty Ltd ( CORE ) investigated and reported on the beneficiation of vanadium only (exclusive of kerogen) from core samples obtained by QEM. Several traditional beneficiation and leaching processes were investigated on two core samples collected in the 2015 drilling campaign (drillholes QEM001 and QEM002). The results of that testwork

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confirmed historical reports that the ore consumes high quantities of leachant (acid) due to the presence of gangue minerals (mostly calcite). CORE recommended in their report that "Further vanadium leaching testwork should focus on retorted or ashed material, and could include alternative lixiviants such as hydrochloric acid with regeneration / recycling of acid, or alkaline leaching.” (CORE 2017)

No recent metallurgical studies have been conducted on recovery efficiencies and costs associated with treatment and recovery of both the vanadium Mineral Resource and the oil shale Petroleum Resources. However, QEM is assessing several processing options and technologies to maximise the recovery of both the Mineral and Petroleum Resources, in addition to any other potential base metal biproducts (Cu, Mo, Ni and Zn).

Previously published work by CSR (CR24927) in 1973 indicated that hydrothermal leaching of Oil Shales at 340[o] C recovered about 12% of the vanadium. Hydrothermal leaching at 300[o ] C with additives sodium bicarbonate and sodium carbonate in concentrations equivalent to 5 lbs Na2O per lb V2O5 showed extraction efficiencies up to 90%.

CRA Exploration Pty Ltd took up a large tenement position around Julia Creek during 19911993 and drilled an additional 5 drillholes during that period. CRA compiled a database, completed summary reports on previous oil shale exploration (CR24927) and conducted several technical studies into potential beneficiation options for the oil shale deposit.

At the time CRA concluded that treating Oil Shales for crude oil was not a viable option given that the estimated best-case costs of production was AUD42 to AUD48 per barrel, and this was approximately AUD10 to AUD16 above the projected long-term oil price at that time.

7. Neighbouring Projects

The Julia Creek Project is bordered to the north by EPM 26410 and MLA 100162 (Multicom Resources) and EPMA 26753 (Jorge Resources), to the west and south by EPM 19854 (Quartermain Mining Resources) and to the south by EPMA 26759 (Jorge Resources). In addition, Intermin Resources Limited’s (ASX code IRC, IRCOA) Richmond Vanadium Project is located 10 km north and 45 km north-east of the Julia Creek Project

MLA 100162 is at an advanced stage in its evaluation and an Initial Advice Statement ( IAS ) is available to the public on the Queensland Government Department of Environment and Heritage Protection website.

https://www.ehp.qld.gov.au/management/impact-assessment/eis-processes/documents/saint-elmo-vanadium-ias.pdf

7.1 St Elmo Vanadium Project (Multicom Resources Pty Ltd)

EPM 26410 is located immediately north of QEM’s EPM 26429, whilst MLA 100162 overlays EPM 26410 but excludes the area south of the Flinders Highway.

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A Vanadium Mineral Resource Estimate is described in the St Elmo Vanadium Project Initial Advice Statement ( IAS ) of 546 Mt, consisting of a 15 Mt Measured, 219 Mt Indicated and 313 Mt Inferred Mineral Resource. The resource is contained within fresh and oxidised zones of coquina and oil shale.

Due to commercial sensitivity, Multicom has not included the full geological report (or JORC Table 1) in the IAS, however it does state that the resource is a compliant with the JORC Code, 2012 and was estimated by Resolve Geological, as at March 2017.

The very low strip ratios stated (between surface and 2/1, which is assumed to be 2:1 bcm/tonne) and the presence of oxidised zones suggest that the resource is centred around the subcrop zone of the St Elmo basement high. The same subcrop zone is observed in the Julia Creek Project tenement EPM 26429, indicating that the QEM orebody is a downdip continuation of the same orebody.

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Figure 7-1: Location of St Elmo Vanadium Project and QEM’s Julia Creek Project

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7.2 Richmond Vanadium Project (Intermin Resources Pty Ltd)

In March 2018 Intermin Resources Limited announced updated Mineral Resource Estimates for the tenements that make up their Richmond Vanadium Project. The project consists of four separate orebodies, mostly at shallow depths and targeting the vanadium enriched oxide zones.

The Burwood and Manfred orebodies follow a strike parallel to the St Elmo structure, and appear to be the northern extension of the orebody contained in the St Elmo Project (Multicon’s St Elmo Project MLA 100162). The Rothbury and Lilyvale orebodies are located more than 50 km east of the Manfred and Burwood orebodies, and are within the Toolebuc Formation, closer to the eastern basin margin.

The Lilyvale mineralisation is shallow, starting at 5 m from the surface, and occurs in an oxidised limestone/shale unit (likely to be a correlative of the CQU and CQL Coquina units at Julia Creek) and a fine-grained carbonate – clay – Oil Shale unit (likely to be a correlative of the OSU and OSL units at the Julia Creek Project).

The V2O5 grade is significantly higher at Lilyvale than at Julia Creek (0.59% at Lilyvale compared to 0.34% at Julia Creek Project) which is as expected in the oxidised zone, where the oil was leached out and metals enriched.

The total resources reported for the Richmond Project are 2,579 Mt of Inferred Mineral Resource , grading at 0.32% V2O5 at a cut-off of 0.29% V2O5 (per JORC Code, 2102).

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Figure 7-2: Location of Richmond Vanadium Project and QEM’s Julia Creek Project

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8. Planned Exploration

Measured Group understands that QEM intends to conduct an infill drilling programme to provide additional information required to increase geological confidence and provide a basis for QEM to complete feasibility studies.

The drilling programme will be targeted to initially halve the current average distance between points of observation to 2000 m. All drillholes will be cored to acquire samples to analyse for all required minerals (vanadium and Oil Shale).

Given the large amount of supportive data that currently exists (i.e. drillhole intercepts without vanadium assays) and the long ranges currently observed in Variography (for thickness and oil yield) the objective of drilling at this reduced spacing is to convert part of the current Inferred Mineral Resource to Indicated or Measured.

The recent acquisition of EPM 26429, means that the project now has access to sub-cropping Toolebuc Formation and a logical location for a boxcut to establish a lower ratio mining area. Furthermore, it has been observed in nearby projects that vanadium enrichment has occurred in the oxide zones, where the oil was leached out.

Surface mapping and Line of Oxidation (LOX) drilling programmes in the subcrop/outcrop areas are planned to determine a more reliable model of the interface between the mineralised zone and base of weathering. This will also help in identifying any changes in mineralogy as a result of oxidation that occurs above the base of weathering.

The topography surface currently used in the geological model was acquired from SRTM data and displays a consistent offset of 4 m when compared at the surveyed location of drillhole collars. Although this is considered acceptable for an Inferred Mineral Resource, a detailed topography survey is required to allow a more reliable geology model and support future mine planning and feasibility studies. A reliable topography (dataset) will be a pre-requisite for upgrading any future Mineral Resource to a Mineral Reserve (per JORC Code, 2012).

Metallurgical testing is required to investigate costs and recovery factors associated with the recovery of oil, vanadium and any other potential base metal bi-products (such as Cu, Mo, Ni and Zn). Additional testing is planned for future drilling programmes.

Table 8-1 provides a breakdown of the $2.76M Exploration and Studies Budget proposed by QEM for the 2018-2020 period. The budget provides for expenditure to complete works to resolve the issues identified in this section; and appears satisfactory to complete Engineering and Pre-feasibility Studies, Environmental Impact Statement work programmes and other critical compliance related activities.

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Table 8-1: Breakdown of Exploration and Studies Budget for 2018-2020

Drilling Programme
Drilling	$375,000
Earthworks(Drill Site Preparation and Rehabilitation)	$30,000
Landowners Compensation	$75,000
Sub-total	$480,000
Engineering and Feasibility Studies
LIDAR Survey	$50,000
Mine PlanningStudies	$80,000
Pre-FeasibilityStudies	$600,000
Vanadium Process Study	$50,000
Process Studyof Vanadium in Oxidised Zone	$115,000
Civil EngineeringStudies	$150,000
Hydrological Survey	$40,000
Hydrocarbon Studies	$75,000
Geotechnical Studies	$80,000
Sub-total	$1,240,000
Environmental
Environmental Impact Statement	$650,000
Environmental Mapping	$3,500
GeochemistryStudies	$55,000
Sub-total	$708,500
Geology and Geophysical Surveys
Seismic Programme	$150,000
Assays and JORC Resource Statement	$65,000
3D Visualisations and FlyThrough	$3,000
Geo Loggingand Survey	$10,000
Sub-total	$228,000
Statutory Compliance
GIS Software	$10,000
Tenement and Environmental AuthorityPayments	$17,000
MiningLease Application	$50,000
Occupational Health and Safety	$2,500
Tenement Administration	$14,000
Tenement Acquisition	$10,000
Sub-total	$103,500
TOTAL - EXPLORATION and STUDIES	$2,760,000

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9. References

Coxhell, S. and Fehlberg, B., (2000): Julia Creek vanadium and Oil Shale deposit. AIG Journal. 2000- 11: 1-14.

JORC, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – The JORC Code – 2012 Edition [online], The Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia.

CR24927, EPM’s 7752 (Julia Creek), 8534 (Julia Creek 2) 8528 (Julia Creek 3) 8533 (Julia Creek 4) 8610 (Julia Creek 5) and 9235 (Julia Creek B) Final report (including all relinquished areas since granting) for period ending 23/4/93, CRA Exploration PTY Limited, Queensland Government Department of Natural Resources and Mines, Open file report.

CR8697, Julia Creek Oil Shale, Conceptual Mine Study, CSR Limited Energy Division, Queensland Government Department of Natural Resources and Mines, Open file report.

CR9996, Six Monthly Report to Mines Department, Authorities to Prospect 2208M and 2209M, Julia Creek, Queensland, Period Ending 28.2.82, CSR Energy Division, Queensland Government Department of Natural Resources and Mines, Open file report.

CR10671, Six Monthly Report to Mines Department, Authority to Prospect 2335M, Julia Creek, Queensland, Period Ending 28.2.82, CSR Energy Division, Queensland Government Department of Natural Resources and Mines, Open file report.

CR37038, Visiomed/Fiva Resource Corporation, Annual and Final Report EPM 12864, Period 22 Feb 2000 – 21 Feb 2004, Queensland Government Department of Natural Resources and Mines, Open file report.

Deighton, I., Draper, J.J., Hill, A.J. and Boreham, C.J., 2003, A hydrocarbon generation model for the Cooper and Eromanga Basins. APPEA Journal, 43 (1), 433-451.

Glikson, M. and Taylor, G.H,. 1986. Cyanobacterial mats: major contributors to the organic matter in Toolebuc Formation Oil Shales. In: Contributions to the Geology and Hydrocarbon Potential of the Eromanga Basin, Eds: D.I. Gravestock, P.S. Moore and G.M. Pitt. Geological Society of Australia Special Publication No 12:273-286.

Exon, N.F and Senior, B.R, 1976. The Cretaceous of the Eromanga and Surat Basins. BMR Journal of Australian Geology and Geophysics, Vol 1:33-50.

Norrish, K. and Patterson, J.H., 1976. Characteristisation of vanadiferous clays, Julia Creek. Abstracts, 25th Geological Congress, Sydney. Geological Society of Australia, 3:756-757.

Ramsden, A.R., 1983. Microscopic petrography of Oil Shales at Julia creek, northwestern Queensland. Journal Geological Society of Australia, 30:17-23.

Riley, K.W & Saxby, J.D. 1986: Organic Matter & vanadium in the Toolebuc Formation northern Eromanga Basin & southern Carpentaria Basin. In: Geological Society of Australia,

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Contributions to Geology and Hydrocarbon Potential of the Eromanga Basin. Special Publication No12. Pp267-272.

Schlanger, S.O. and Jenkyns, H.C., 1976. Cretaceous oceanic anoxic events: causes and consequences. Geologie En Mijnbouw, Vol 55 (3-4):179-184.

Guidelines for Application of the Petroleum Resources Management System. Sponsored by the Society of Petroleum Engineers (SPE), the American Association of Petroleum Geologists (AAPG), the World Petroleum Council (WPC) and the Society of Petroleum Evaluation Engineers (PSEE). November 2011.

Vine, R.R., Day, R.W., Milligan, E.N., Casey, D.J., Galloway, M.C., Exon, N.F (1967). Revision of the nomenclature of the Rolling Downs Group in the Eromanga and Surat Basins., Queensland Government Mining Journal LXVII (786), p144-151. Available from: http://dbforms.ga.gov.au/pls/www/geodx.strat_units.sch_full?wher=stratno=19323 [11 August 2014].

HDR, Resource Estimate Report for Julia Creek Project, Australia, November 2015 (unpublished).

HDR, Scoping Study, Julia Creek Project, Queensland, Australia, June 2016 (unpublished).

Measured Group, Geology and Resource Estimate Report, Julia Creek Project, Queensland, Australia, May 2018 (unpublished).

CORE Metallurgy 2017, Project Definition and Implementation Study & Process Design Report, November 2017 (unpublished)

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APPENDIX A:

Mineral Resource Estimate Table 1

(Extract from Measured Group Geology and Resource Estimate Report, 2018)

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Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	Commentary
Sampling techniques	 Nature and quality of sampling (eg cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.  Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.  Aspects of the determination of mineralisation that are Material to the Public Report.  In cases where ‘industry standard’ work has been done this would be relatively simple (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 mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	Sampling and testing conducted by QEM during the 2015 drilling campaign is described below: Testing took place on the Toolebuc Formation which is the target formation. Cored intersections of the target formation were sampled in 0.5 m sections except where samples were terminated against sharp contacts between sedimentary units. All samples were double bagged on site. Samples were assigned individual sample numbers and accompanied by a sample advice sheet. Half cores were delivered to ALS Coal Division laboratory in Townsville Queensland for weighing, crushing, splitting and testing. Sampling was extensive, with standard tests for all samples including:  Total Moisture;  Inherent Moisture;  Ash Content;  Volatile Matter;  ICP-AES analysis. ICPAES analysis included a suite of 33 elements, the important ones from the projects prospective being Ca, Cu, Mo and V. Combined samples selected following the above assays:  Modified Fischer Assay Industry standard coring (4C) and sampling methods have been used. Sample representivity was ensured by careful observation of the core by a trained geologist during samplinginorderto ensure that samples

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		do not cross unit boundaries and by recording and tracking core recoveries. Sampling and testing of the Oxtown Downs drillholes; OXT002C, OXT003C and OXT005C was conducted in 1981 by Pacific Coal Pty Ltd is described below: In general, all of most of the Toolebuc Formation was sampled as well as the top two meters of the Wallumbilla Formation. Samples of the Allaru Mudstone were also taken in the OXT005C drillhole. All retrieved core was sampled (whole core) on site and packed into polythene bags. Sample divisions were based on lithological variations. Maximum sample length was limited to two meters. Samples from OXT002C and OXT003C were send to ACIRL Rockhampton to be Fischer assayed, while samples from OXT005C were sent to ACIRL at Dinmore. Sampling preparation and analysis carried out by CSR Ltd is described below: Where possible cores were sampled at regular two-metre intervals with sample lengths shorted locally to coincide with lithological contacts. Whole core samples were placed in polythene bags and sent to ALS in Brisbane, where the entire core sample crushed and processed. Left over sample not used in the Fischer Analysis was stored as a standard sample for control purposes. Check assays were carried out by Tosco Laboratories in the USA as well as ACIRL in Rockhampton. All three laboratories used the Modified Fischer Retort Method as outlined in Report R.1. 4477 of the United States Bureau of Mines.
Drilling techniques	 Drill type (eg core, reverse 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,	The most recent drilling programme involved the drilling of 10 drillholes across the tenements. These varied in depth from 72 m (drillhole QEM002) to the deepest hole at 120 m (QEM004), drilled during August 2015.

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	etc).	The drilling was completed by rotary core drilling, using 4C (100mm) core. The drill diameter for the chipped section of the hole was 124 mm where PCD bit was used for chipping. Drilling of the Oxton Downs holes commenced on 28thOctober 1981 and was completed on 18th November the same year. The holes were drilled open to the top of the Toolebuc Formation using water injection or air circulation methods and then cored through the Toolebuc Formation. The weathered section of the Allaru Mudstone was cased off with 125mm diameter PVC. A total of 17 partly cored holes were drilled, all of which intersected the Toolebuc Formation. Prior to this drilling, CSR Ltd drilled 6 holes within the confines of the current extent of EPM 25662, and 5 drillholes within EPM26429. Each borehole was drilled open through the Allaru Mudstone at 115mm diameter. A 65mm core was then obtained for the remainder of the hole through the Toolebuc Formation and into the Ranmoor shales.
Drill sample recovery	 Method of recording and assessing core and chip sample recoveries and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.  Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	Core loss has been documented in the field during logging and sampling of core. Calculations have been performed to accumulate total core loss over the sampled interval. The core recovery from the entire Julia Creek Project is >90%. Detailed records have been kept of core recoveries which have allowed for analysis of the influence of core recovery on quality during resource estimation.
Logging	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.  The total length and percentage of the relevant intersections logged.	Detailed logging of chips and core was conducted. Chips and core photographs were taken as well. All cores were geologically logged, marked and photographed. Final drill logs include information on detailed lithological logging of the drill core, geophysical logging, core recoveries, quality and the initial interpretation in terms of stratigraphy. All drillhole logs were corrected to down hole geophysics.

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		The detail contained in these logs is considered sufficient for the purpose of resource estimation.
Sub-sampling techniques and sample preparation	 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in-situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.	No sub-sampling of the core has been carried out. All QEM core samples were double bagged on site and transported to the laboratory for testing. The lab, ALS, complies with Australian Standards for sample preparation and sub-sampling. All samples were subjected to a coarse crush and fine crush. The coarse crush size was -6mm for 70% of the sample. Samples were riffle split into 5 kg portions. One 5 kg portion was stored and the other 5 kg portion was subjected to fine crush. Fine crush was -2mm for 70% of the sample. The fine crushed 5 kg portion was split into 2.5 kg portions - one for the proximate analysis and the other for ICP-AES analysis. The proximate analysis was done at ALS Gladstone division and ICP-AES done at Townsville division. Following proximate analysis, Gladstone used remaining sample, combined by length density weighting into sedimentary units as instructed by QEM contractors, for Modified Fischer Analysis (MFA). In each case of the CSR Ltd boreholes the entire core was collected for assay and sent to ALS in Brisbane. The entire core sample was:  crushed in a 150 mm jaw crusher set at a nominal 50 mm opening  subsampled by riffling  air dried at 50 degrees centigrade  reduced to minus 2 mm by further crushing in a 50 mm jaw crusher set at a nominal 6 mm opening  riffled down further to about 500 gm sub-sample  homogenised, rolled and dip samples to approximately 100 gm for Fischer Analysis

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		 remainder of sample was stored as a standard sample. Check assays were carried out by Tosco Laboratories in the USA as well as ACIRL in Rockhampton. All three laboratories used the Modified Fischer Retort Method as outlined in Report R.1. 4477 of the United States Bureau of Mines.
Quality of assay data and laboratory tests	 The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	ALS Minerals and Geochemistry Laboratory (ALS Townsville and ALS Gladstone laboratory in Queensland) adheres to internal QAQC and inter-laboratory QAQC checks. All determinations performed adhere to the American Society for Testing and Materials (ASTM) guidelines. ALS complies with ASTM standards for all ore quality tests and is certified by the National Association of Testing Authorities Australia (NATA). ALS laboratories are regularly benchmarked by external auditors against the highest professional laboratory standard – ISO 17025. Accreditation to this standard provides assurance that the laboratory systems are robust and maintained at world-class level. Weatherford Wireline Services performed all downhole geophysical logging. Down hole sample spacing for all tools is 1 cm. Density, gamma, calliper, sonic, verticality and resistivity tools were run. Weatherford wire line services is ISO9001 certified and uses numerous Quality Control procedures, from the set-up and calibration of down hole tools to the final delivery of client data.
Verification of sampling and assaying	 The verification of significant intersections by either independent or alternative company personnel.  The use of twinned holes.  Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.  Discuss any adjustment to assay data.	Verification of assay data was performed by means histograms of sedimentary unit composites constructed to check for outliers. No outliers were found. Once imported into MineScape gridded assay values were visually inspected to check for anomalies. The first two 2015 holes drilled (QEM001 and QEM002) were drilled adjacent to old CSR holes (597.8_709.9 and 596_710). Intersection depths for the top of the Coquina agreed with CSR holes to within 1 m. Although,total thickness of the Toolebuc did differ bybetween 10%

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		and 20%, when the CQU unit is discarded (as it is from the resource) the remaining thickness of the Toolebuc Formation matched the historical holes to within an acceptable margin. All results received from ALS were supplied in elemental format (ppm). As the vanadium price is quoted according to the concentration of the oxide (V2O5), assay data in V ppm was converted to wt% oxide prior to importing into MineScape. The ppm value was firstly divided by 10 000 to convert to wt%. The wt% of the element (V) was then multiplied by 1.7852 to convert to wt%V2O5.
Location of data points	 Accuracy and quality of surveys used to locate drillholes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Specification of the grid system used.  Quality and adequacy of topographic control.	A differential GPS survey of all collars has been conducted upon completion of drilling by registered surveyors, M.H.Lodewyk Pty Ltd. The grid system used is MGA 94 Zone 54. Old drillhole coordinates are in AMG 84/66 Zone 54 and were transformed into MGA 94 Zone 54 prior to importing into MineScape. The topography surface was generated from SRTM Worldwide Elevation Data (3-arc-second or 90 m resolution). Although the absolute resolution of the elevation data is low, it is internally consistent, i.e. the degree of departure of elevation from the true elevation within a given area is consistent throughout the data set. This provides an opportunity to calibrate the SRTM data with the more accurate surveyed collar positions. It was noted that the SRTM data shows a consistent +4 m bias compared to the elevation of the surveyed collar position at the 10 drillhole locations. To correct for this bias the SRTM xyz data was adjusted by subtracting 4 m from each SRTM data point z coordinate.
Data spacing and distribution	 Data spacing for reporting of Exploration Results.  Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.	Data spacing is sufficient to establish continuity in both thickness and quality. Sedimentary unit composites of quality have been used in resource estimation.

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	 Whether sample compositing has been applied.
Orientation of data in relation to geological structure	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  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.	Composites used, therefore orientation of sampling not seen to introduce bias as all drilling is sub-vertical and sediments gently dipping. No bias introduced by orientation of drillholes – MineScape, the 3D modelling software used, takes into account the orientation of the layers in relation to the drilling and determines both true and vertical thickness.
Sample security	 The measures taken to ensure sample security.	Sample security was ensured under a chain of custody between QEM contract personnel on site and the ALS lab.
Audits or reviews	 The results of any audits or reviews of sampling techniques and data.	No audits of sampling etc. done however comprehensive set of internal company procedures exist and are adhered to by all QEM contract staff.

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	 Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.  The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	Julia Creek Project covers EPM 25662, EPM 25681 and EPM 26429. When combined, these leases cover a total area 176.13 km². A digital version of these concession boundaries were downloaded by Measured from the Queensland Government Department of Natural Resources and Mines website.

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Exploration done by other parties	 Acknowledgment and appraisal of exploration by other parties.	In 1981 CSR Ltd. drilled a series of exploration holes within the current QEM’s Julia Creek project for the measurement of oil yield and vanadium content from the Toolebuc Formation. The drillholes reached a total depth of between 65 m and 101.36 m, intersecting the Toolebuc Formation between 16.8 m to 84.39 m.
Geology	 Deposit type, geological setting and style of mineralisation.	The Julia Creek Oil Shale deposit was deposited as the basal layer to the Early Cretaceous Toolebuc Formation. The Oil Shale is described as consisting of fine grained carbonate-clay-Oil Shale (Coxhell and Fehlberg, 2000). The top part of the Toolebuc Formation consists of coarse limestone rich clay-oil-shale termed as the Coquina Limestone (Coxhell and Fehlberg, 2000). The Toolebuc Formation forms part of the greater Eromanga Basin, which covers a wide structural depression within central and northern Queensland. Up to 100m of Late Cretaceous age Allaru mudstones overlie the Coquina Limestone (also part of the Eromanga Basin). Weathered mudstones and topsoil overly the fresh Allaru mudstones.
Drillhole Information	 A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: o easting and northing of the drillhole collar o elevation or RL (Reduced Level – elevation above sea level in metres) of the drillhole collar o dip and azimuth of the hole o down hole length and interception depth o hole length.  If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	See appendices

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Data aggregation methods	 In reporting Exploration Results, weighting averaging techniques, 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.	Sample results have been composited over full sedimentary unit thickness using length and density weighting. No metal equivalents have been used.
Relationship between mineralisation widths and intercept lengths	 These relationships are particularly important in the reporting of Exploration Results.  If the geometry of the mineralisation with respect to the drillhole angle is known, its nature should be reported.  If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (eg ‘down hole length, true width not known’).	The orientation of drilling/sampling (sub-vertical) is not seen to introduce any bias as all drilling is vertical and sediments mostly gently dipping.
Diagrams	 Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drillhole collar locations and appropriate sectional views.	See Appendices
Balanced reporting	 Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	All exploration results pertaining to holes drilled during 2015 drilling at Julia Creek Project have been fully documented in this report. Holes drilled previously have been reported in QDEX reports by CSR Ltd. And others.
Other substantive exploration data	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	Lithological logging, sampling and assay testing of the Toolebuc Formation, down hole geophysics where available in historic holes and for all new (2015) holes.

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Further work	 The nature and scale of planned further work (eg tests for lateral extensions or depth extensions or large-scale step-out drilling).  Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	Additional detailed exploration work inclusive of additional drilling will be required to increase confidence in local estimates of tonnes and grade. Ground geophysical surveys required to assess potential faulting.

Section 3 Estimation and Reporting of Mineral Resources

(Criteria listed in section 1, and where relevant in section 2, also apply to this section.)

Criteria	JORC Code explanation	Commentary
Database integrity	 Measures taken to ensure that data has not been corrupted by, for example, transcription or keying errors, between its initial collection and its use for Mineral Resource estimation purposes.  Data validation procedures used.	All data relevant to previous resource estimates was provided to Measured by QEM. This data was provided in the form of Minescape tables and design files, plus a series of Excel spreadsheets, las files etc. Measured Group have created a GDB database and loaded all relevant data into that database. GDB is a proprietary database platform, provided by ABB. It includes a standard set of data validation checks which are tested during the data loading process. Any data which fails the validation checks cannot be loaded into the database. In addition to data used for previous resource estimates, a large amount of historical and regional data was also capture, loaded to the database, and validated in a similar manner.

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		Having a reliable database as the central repository for all relevant drillhole data is a much more efficient and secure way to store and access relevant data.
Site visits	 Comment on any site visits undertaken by the Competent Person and the outcome of those visits.  If no site visits have been undertaken indicate why this is the case.	To date, no site visits have been conducted by the competent person, however a visit is planned to coincide with the start of the next planned drilling programme. The competent person is however very familiar with the regional geology, having worked on many projects throughout North and Central Queensland over the previous 20 years.
Geological interpretation	 Confidence in (or conversely, the uncertainty of) the geological interpretation of the mineral deposit.  Nature of the data used and of any assumptions made.  The effect, if any, of alternative interpretations on Mineral Resource estimation.  The use of geology in guiding and controlling Mineral Resource estimation.  The factors affecting continuity both of grade and geology.	The main data sources used in the estimate are the lithological logs/core photographs, down hole geophysical logging, and assays for both base metals, proximate analysis and oil yield. Confidence in the sedimentary correlations is considered high as they are based on down holes geophysics, assays and core photographs. A secondary confirmation of the interpretation is the gridded model itself which shows good continuity between data points. Therefore, the current drilling density is considered sufficient for seam thickness and quality and has been confirmed with geostatistics for the resource classification assigned i.e. Inferred. Closer spaced drilling will be required to upgrade the degree of resource confidence. Historical data previously excluded from the model has been included in this estimate. Historical data was identified as adequate after correlations were made to the 2015 holes. Correlations were based on lithological variations, proximate analysis, oil grade and downhole geophysics where available.
Dimensions	 The extent and variability of the Mineral Resource expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.	See figures in appendices. Target for the Resource (Toolebuc Formation) extends over a strike length or around 11 km in the NNE direction across theproject area.

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		Across strike width is around 12 km at its widest point. Target horizon (Toolebuc) found at depths of between 46 m and 104 m below surface.
Estimation and modelling techniques	 The nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme grade values, domaining, interpolation parameters and maximum distance of extrapolation from data points. If a computer assisted estimation method was chosen include a description of computer software and parameters used.  The availability of check estimates, previous estimates and/or mine production records and whether the Mineral Resource estimate takes appropriate account of such data.  The assumptions made regarding recovery of by-products.  Estimation of deleterious elements or other non-grade variables of economic significance (eg sulphur for acid mine drainage characterisation).  In the case of block model interpolation, the block size in relation to the average sample spacing and the search employed.  Any assumptions behind modelling of selective mining units.  Any assumptions about correlation between variables.  Description of how the geological interpretation was used to control the resource estimates.  Discussion of basis for using or not using grade cutting or capping.  The process of validation, the checking process used, the comparison of model data to drillhole data, and use of reconciliation data if available.	The FEM interpolator used for surface elevation, thickness and trend. The Inverse distance squared interpolator used for quality throughout. Linear interpolation was used for oil grade parameter grid estimation. Based on experience, the FEM interpolator is considered to be the most appropriate for structure and inverse distance the most appropriate for quality. Grid cell sizes of 20 m for the topographic model, 40 m for the structural model and 40 m for the quality model were used. No assumptions made regarding correlation or selective mining units. Visual validation of all model grids performed to ensure no extreme values have not influenced any of the grids. The entire deposit is considered a single domain for each sedimentary unit in terms of unit thickness and grade. The previous resource estimate did not include any of the historical holes in the area, therefore the current estimate has included an extra 31 holes. The previous estimate has stated that historical holes were excluded due to inconsistencies between thicknesses of units picked from recent drilling and those picked in historic drilling. These perceived inconsistencies have been resolved through detailed examination of historical logs from company reports, and subsequent re-correlation of units in historical drillholes.
Moisture	 Whether the tonnages are estimated on a dry basis or with natural moisture, and the method of determination of the moisture content.	All tonnages have been adjusted to insitu density. 6% insitu moisture has been assumed, based on values for total moisture obtained from recent drilling, and documentation from historical reports (Coxhell and Fehlberg, 2000).

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Cut-off parameters	 The basis of the adopted cut-off grade(s) or quality parameters applied.	The Mineral Resources contained in this report are confined within the concession boundaries. No minimum thickness cut off was used for calculating resources. A minimum oil yield of 40 L/tonne was used as an oil grade cut-off. This effectively excludes the entire CQU from the resource but no portion of any of the other three sedimentary units are excluded by applying this cut-off.
Mining factors or assumptions	 Assumptions made regarding possible mining methods, minimum mining dimensions and internal (or, if applicable, external) mining dilution. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider potential mining methods, but the assumptions made regarding mining methods and parameters when estimating Mineral Resources may not always be rigorous. Where this is the case, this should be reported with an explanation of the basis of the mining assumptions made.	Open-cut mining methods are envisaged for the extraction of the Mineral and/or Petroleum Resources contained within the Julia Creek Project. Based on an evaluation of the geology and a review of historical work completed to date, a 10 bcm/tonne stripping ratio was identified as a cut-off for resource estimates, which appears to be a reasonable economic limit for resource estimates. No portion of the Julia Creek Project area has a modelled strip ratio of more than 10 bcm/tonne, and therefore no areas have been excluded from the resource on this basis.
Metallurgical factors or assumptions	 The basis for assumptions or predictions regarding metallurgical amenability. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider potential metallurgical methods, but the assumptions regarding metallurgical treatment processes and parameters made when reporting Mineral Resources may not always be rigorous. Where this is the case, this should be reported with an explanation of the basis of the metallurgical assumptions made.	No recent metallurgical studies have been conducted on recovery efficiencies and costs associated with treatment and recovery of both the vanadium Mineral Resource and the oil shale Petroleum Resources. Previously published work by CSR (CR24927) in 1973 indicated that hydrothermal leaching of Oil Shales at 340oC recovered about 12% of the vanadium. Hydrothermal leaching at 300oC with additives sodium bicarbonate and sodium carbonate in concentrations equivalent to 5 lbs Na2O per lbV2O5showed extraction efficiencies up to 90%. CRA took up a large tenement position around Julia Creek between 1991 and 1993. CRA drilled an additional 5 holes, compiled a database and summary report on previous Oil Shale exploration (CR24927) and conducted several technical studies into potential beneficiation options for the Oil Shale deposit. CRA concluded that treating the Oil Shales for crude oil was at that stage not a viable optiongiven that estimated

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		best case costs of between AUD 42 – AUD 48 per barrel were around AUD 10 – AUD 16 above the then projected long term oil price at the time. In determining a break-even strip ratio, a 90% recovery factor (in addition to the laboratory determined oil yield) for oil and 50% for vanadium have been used by Measured in this estimate. Detailed metallurgical studies will be required to identify the optimum treatment methodology for the recovery of oil and vanadium in addition to any other potential base metal biproducts (Cu, Mo, Ni and Zn).
Environmental factors or assumptions	 Assumptions made regarding possible waste and process residue disposal options. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider the potential environmental impacts of the mining and processing operation. While at this stage the determination of potential environmental impacts, particularly for a greenfields project, may not always be well advanced, the status of early consideration of these potential environmental impacts should be reported. Where these aspects have not been considered this should be reported with an explanation of the environmental assumptions made.	Measured has not conducted any environmental assessment in the concession area.
Bulk density	 Whether assumed or determined. If assumed, the basis for the assumptions. If determined, the method used, whether wet or dry, the frequency of the measurements, the nature, size and representativeness of the samples.  The bulk density for bulk material must have been measured by methods that adequately account for void spaces (vugs, porosity, etc), moisture and differences between rock and alteration zones within the deposit.  Discuss assumptions for bulk density estimates used in the evaluation process of the different materials.	All tonnages have been adjusted to insitu density. 6% insitu moisture has been assumed, based on values for total moisture obtained from recent drilling, and documentation from historical reports(Coxhell and Fehlberg, 2000).

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Classification	 The basis for the classification of the Mineral Resources into varying confidence categories.  Whether appropriate account has been taken of all relevant factors (ie relative confidence in tonnage/grade estimations, reliability of input data, confidence in continuity of geology and metal values, quality, quantity and distribution of the data).  Whether the result appropriately reflects the Competent Person’s view of the deposit.	Resource classification is based on an assessment of the variability of critical variables (vanadium grade, oil grade and sedimentary unit thickness) through statistical analysis, geostatistical analysis and by an assessment of the degree of geological complexity (general dip and structure). The presence of assay results for vanadium has been set as the minimum requirement for a point of observation. Insufficient data on the critical variable (vanadium) exists for any meaningful geostatistical study to be conducted. Contours of modelled vanadium grade were therefore examined to investigate the spacial variability. Semi-variograms of Oil Shale Yield and unit thickness were investigated and found to have a range in excess of 10,000m in all cases. Minimum spacing between points of observation has been set to 4000m for the inferred category. No attempt has been made to classify the resource at indicated or measured status, at this stage of the project. Further acquisition of data (infill drilling) will be required to obtain an upgrade in confidence of the vanadium Resource.
Audits or reviews	 The results of any audits or reviews of Mineral Resource estimates.	No audits or reviews of this estimate have been done to date.
Discussion of relative accuracy/ confidence	 Where appropriate a statement of the relative accuracy and confidence level in the Mineral Resource estimate using an approach or procedure deemed appropriate by the Competent Person. For example, the application of statistical or geostatistical procedures to quantify the relative accuracy of the resource within stated confidence limits, or, if such an approach is not deemed appropriate, a qualitative discussion of the factors that could affect the relative accuracy and confidence of the estimate.  The statement should specify whether it relates to global or local estimates, and,if local, state therelevant tonnages,whichshould	The resource classification is considered to address the level of confidence in thickness and base metal/oil yield variability across the deposit on a global basis. In addition, the potential exists for geological loss due to the presence of faults which are not easily identified by the current drillhole spacing.

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be relevant to technical and economic evaluation. Documentation should include assumptions made and the procedures used.  These statements of relative accuracy and confidence of the estimate should be compared with production data, where available.

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APPENDIX B:

Summary of SPE-PRMS Petroleum Resource Estimate

(Extracts from Measured Group Geology and Resource Estimate Report, 2018)

Note:

The Petroleum Resource found in the Julia Creek Project is unconventional as it is hosted as a solid hydrocarbon (kerogen) in the Toolebuc Formation oil shales. This type of Petroleum Resource is not evaluated in the same way as conventional oil and gas, and methods used to explore and estimate this style of Petroleum Resource are similar to that of a 'hard rock' Mineral Resource. Hence, the methodology for assessment and reporting the geology, exploration results of an unconventional Petroleum Resource is more akin to JORC Code, 2012, when compared to conventional oil and gas reporting.

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Summary of Contingent Petroleum Resources

The Petroleum Resource estimate for the Julia Creek Project is summarised in the table below is estimated and reported as per the SPE-PRMS, 2011.

Summary of Contingent Petroleum Resources as at 31 May 2018

				Total	Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Total Moisture wt%	Oil Yield (L/tonne)	Oil Yield LT0M	MMBarrels (insitu- PIIP)	MMBarrels 3C
Contingent	CQL	811	3.39	8	62	63	298	268
	OSU	454	1.77	10	72	74	191	172
	OSL	445	1.81	10	63	65	165	149
Total		1700		9	64	67	654	589

Notes:

The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
There are no 1C or 2C Resources as the current points of observation (drill hole spacing) of the oil shale grade is insufficient to place reliable confidence on both grade and thickness continuity required for 1C or 2C resources.

There are no 1C or 2C resources as the points of observation (drill hole spacing) of the Oil Shale grade is insufficient to place reliable confidence on both grade and thickness continuity required for 1C or 2C resources.

The Petroleum Resource estimate is unrisked.

The SPE-PRMS report for the Julia Creek Oil Shale deposit was issued in May 2018.

SPE-PRMS Statement (Qualified Petroleum Resources Evaluator)

The information in this report relating to Exploration Results and Contingent Resources for the Julia Creek Project is based on and fairly represents information compiled by Mr Graham Pope who is a Member of the Australian Institute of Geoscientists, Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Petroleum Exploration Society of Australia. Mr Pope is employed as an Associate of Measured Group Pty Ltd.

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Mr. Pope is a qualified geologist with a BSc (Applied Geology) and MSc and has more than 30 years’ experience in the exploration, development, assessment and evaluation of oil shale deposits.

Mr Pope consents to the inclusion in the report of the matters based on the information, in the form and context in which it appears.

Mr. Graham Pope, BSc., MSc., MAusIMM 103388, MAIG 2270

Neither Mr Pope or Measured Group have any material interest in QEM or the Julia Creek Project. Measured Group and Mr Pope are remunerated by way of a professional fee based on a standard schedule of rates, which is not contingent on an outcome.

Regional and Deposit Geology

These aspects are as described in Sections 3 and 4 of the body of this Independent Geologist’s Report.

Exploration History

This aspect is described in Section 5 of the body of this Independent Geologist’s Report.

Petroleum Resource Estimation

The Petroleum Resource estimate is based on the discovered Petroleum Initially in Place (PIIP), which is estimated using a stratigraphic grid model.

The estimate is based on the following constraints and data:

The estimation methodology used is deterministic. The estimation is based on grids constructed for unit structure, thickness and oil grade parameters.
Interpretation of intersected stratigraphy is based on 41 pre-collared cored drill holes drilled to a maximum depth of 166.59 metres below surface for an aggregate of 3,473.32 metres.
Interpolation of oil grade parameters is based on composite results in 26 pre-collared cored drill holes drilled to a maximum depth of 151 metres below surface for an aggregate of 1,389 metres.

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The maximum depth for the estimate is 120 metres.
Oil grade has been determined by modified Fischer Assay (ASTM D3940-90) on 73 core samples representing approximately 244.9m metres of cored material.
An in-situ grade cut-off of 40 litres per tonne on an air-dried basis (40L/tonne) has been applied.
The resource is contained within an elongate surface area of 115.8 square kilometres within Exploration Permits for Minerals 25622, 25681 and 26429.
A recovery factor of 0.9 has been applied to the in-situ estimate based on published recovery data from a number of conventional retort technologies both operating and under development.
The total estimate as at 30 May 2018 are entirely 3C resources. The exploration drilling density or points of observation is not sufficient define 1C or 2C resources.
The 3C estimate is unrisked.

The Petroleum Resource estimate for the Julia Creek Project is summarised in the table below is estimated and reported as per the SPE-PRMS, 2011.

Summary of Contingent Petroleum Resources as at 31 May 2018

				Total	Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Total Moisture wt%	Oil Yield (L/tonne)	Oil Yield LT0M	MMBarrels (insitu- PIIP)	MMBarrels 3C
Contingent	CQL	811	3.39	8	62	63	298	268
	OSU	454	1.77	10	72	74	191	172
	OSL	445	1.81	10	63	65	165	149
Total		1700		9	64	67	654	589

Notes:

The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
There are no 1C or 2C Resources as the current points of observation (drill hole spacing) of the oil shale grade is insufficient to place reliable confidence on both grade and thickness continuity required for 1C or 2C resources.

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Contingent Petroleum Resource Classification

Contingent Resources are those quantities of petroleum estimated, as of this report date, to be potentially recoverable from known accumulations using established technology or technology under development.

Commercial recovery of oil from Julia Creek shale has not been established and as such the Contingent Petroleum Resources cannot be classified as Petroleum Reserves. At Julia Creek, resource development is considered unclarified or not viable based on the current immature state of knowledge of commercial recovery due to one or more of the following contingencies:

Development requires the application and grant of a mining lease and environmental approvals from the Queensland Government based on a commercial mine and processing proposal; i.e. legal, environmental, social and governmental factors for development have not been either established or approved.
A commercial mine and processing development has not at this time been assessed against any current and forecast economic conditions to support commercial viability.
Commercial recovery is dependent on the suitability of Julia Creek Oil Shale to be processed in current retorting technology or technology under development.
Oil shale similar to those found at Julia Creek are currently mined and processed by long running retort processes in Estonia (Eesti-Energia/Enerfit) and Brazil (Petrobras/Petrosix) but have not been tested by QEM for suitability of recovery by these processes.

Geology and Geological Interpretation

As a result, the current drilling density, interpreted geological and oil grade continuity subunit composites (CQL, OSU and OSL) is considered sufficient for the resource classification assigned (3C Resources). Closer spaced drilling will be required to upgrade the degree of resource confidence to quantify 1C and 2C resources.

This aspect is further described in Section 6.3 of the body of this Independent Geologist’s Report.

Sampling and Sub-sampling Techniques

This aspect is described in Section 6.5 of the body of this Independent Geologist’s Report.

Drilling Techniques

This aspect is described in Section 6.6 of the body of this Independent Geologist’s Report.

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Criteria Used for Resource Classification

Minimum spacing between points of observation was set to 4000 m for the 3C category. No attempt was made to classify the resource at 1C or 2C category at this stage of the project.

Drillholes intersecting the Toolebuc Formation, with valid oil yield data exist beyond the last line of points of observation. These have been used as supportive data for:

structure continuity, as they provide accurate information related to the unit’s thickness; and
for grade continuity (see Section 6.4).

Based on these supportive data, the Petroleum Resource is classified as 100% 3C, of which 0% is extrapolated. The Petroleum Resource is unrisked.

The following figure shows the distribution of points of observation and supportive data for the Mineral Resource and Petroleum Resource estimates and the Resource Limits for the Julia Creek Project.

This aspect is described in Section 6.7 of the body of this Independent Geologist’s Report.

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Location of Points of Observation and Supportive Data for the Petroleum Resource

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Sample Analysis Method

This aspect is described in Section 6.8 of the body of this Independent Geologist’s Report.

Estimation Methodology

This aspect is described in Section 6.9 of the body of this Independent Geologist’s Report.

Cut-off Grade

This aspect is described in Section 6.10 of the body of this Independent Geologist’s Report.

Mining and Metallurgical Methods and Parameters

This aspect is described in Section 6.11 of the body of this Independent Geologist’s Report.

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APPENDIX C:

Drillhole Data (Collars, Samples and Analysis)

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Drillhole Collars

HOLE ID	EASTING	NORTHING	ELEVATION(m)	DEPTH(m)
589_717	588545	7716841	129.49	88.68
590_708	590122	7708176	130	129.7
590_717	589896	7717054	131.18	74.1
590_718	590133	7718092	128.37	53.6
591P25_717	591372	7717176	130.2	42.5
592_708	592122	7708176	135	95.6
592_710	592122	7710176	140	72.9
592_714	592120	7714092	136.21	54.7
592_716	591924	7716402	130.96	48.13
594_708	594122	7708176	135	72.9
594_708A	594122	7708176	135	73
594_710	594822	7710176	140	56.4
594_712	594122	7712176	144	46.6
596_708	596122	7708176	140	61.5
596_710	596122	7710176	141	61.7
596_712	596122	7712176	141	49.4
596_714	596200	7714212	136.16	45
596_716	596066	7716074	138.59	39
597P8_709P9	597922	7710076	140	58.4
598_702	598122	7702176	142	94
598_708	598122	7708176	142	91.9
598_712	598122	7712176	141	52.4
598_714	598122	7714176	142	50.6
598_716	598122	7716176	142	45.8
600_716	600122	7716176	143	59.7
609_708	609122	7708176	143.5	86.7
613_702	613122	7702176	150.3	94.8
613_708	613122	7708176	147	84.7
615_705	615122	7705176	146.5	133.7
BB139	591522	7703696	128	141.4
JC001	588022	7723376	131	49
JC002	586147	7726976	136.5	57.07
JC003	586122	7730276	128	51
JC004	572973	7718776	124	149.82
JC005	590647	7749976	120	39.2
JC101	592861	7716419	130.8	34.8
JC103	591924	7716402	131	48.1
JC104	590973	7716390	131.8	57
OXT002C	602822	7717276	148	106.66
OXT003C	601422	7711676	142	101.36
OXT005C	612122	7716176	142	166.59
OXT011C	617922	7728176	140	132
QEM001	597885	7710104	139.33	90
QEM002	596122	7710175	139.89	72
QEM004	603710	7710765	151.03	120
QEM006	602341	7713669	148.52	114
QEM008	612013	7710772	143.1	96
QEM009	604630	7708034	150.73	108
QEM010	606711	7709819	144.48	102
QEM011	599745	7710909	139.72	90
QEM012	600902	7708493	146.4	108
QEM013	610783	7706998	148.22	96
WEN_1W	604372	7703376	147	104
WEN_2E	610622	7701576	152	104

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Drillhole Analysis Results

Hole ID	From	To	Sample number	Sample Type	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
589_717	77.11	78.06	QEM_051	AA	30.000
589_717	78.06	80	QEM_052	AA	30.000
589_717	80	82.14	QEM_053	AA	48.000
589_717	80	88.68	QEM_039	AC	79.530
589_717	82.14	84	QEM_054	AA	89.000
589_717	84	86	QEM_055	AA	80.000
589_717	86	88	QEM_056	AA	97.000
589_717	88	88.68	QEM_057	AA	97.000
589_717	88.68	89.29	QEM_058	AA	3.000
590_708	111	112	80279	AA	7.000	7.261	3.6
590_708	112	114	80280	AA	19.000	19.608	3.1
590_708	114	116	80281	AA	31.000	31.893	2.8
590_708	116	118	80282	AA	45.000	46.344	2.9
590_708	116	127.62	QEM_017	AC	71.900
590_708	118	118.79	80283	AA	47.000	47.716	1.5
590_708	118.79	120	80284	AA	70.000	72.539	3.5
590_708	120	122	80285	AA	75.000	76.453	1.9
590_708	122	124	80286	AA	74.000	75.897	2.5
590_708	124	126	80287	AA	106.000	107.614	1.5
590_708	126	127.62	80288	AA	70.000	73.222	4.4
590_708	127.62	129.74	80289	AA	19.000	19.895	4.5
591_717	42.79	44	QEM_069	AA	19.000
591_717	44	46	QEM_070	AA	31.000
591_717	46	48	QEM_071	AA	40.000
591_717	48	49.38	QEM_072	AA	53.000
591_717	49.38	50	QEM_073	AA	78.000
591_717	50	52	QEM_074	AA	86.000
591_717	52	54	QEM_075	AA	81.000
591_717	54	56.34	QEM_076	AA	76.000
591_717	56.34	57.91	QEM_077	AA	12.000
592_708	81.27	82.7	80269	AA	10.000	10.428	4.1
592_708	82.7	84	80270	AA	20.000	20.534	2.6

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Hole ID	From	To	Sample number	Sample Type	Relative Density g/cc	V2O5 ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
592_708	84	85	80271	AA				32.000	32.520	1.6
592_708	85	87	80272	AA				31.000	31.504	1.6
592_708	87	89.38	80273	AA				55.000	56.410	2.5
592_708	89.38	90	80274	AA				80.000	82.389	2.9
592_708	89.38	95.16	QEM_011	AC				69.700
592_708	90	92	80275	AA				80.000	83.595	4.3
592_708	92	94	80276	AA				49.000	52.239	6.2
592_708	94	95.16	80277	AA				82.000	86.225	4.9
592_708	95.16	95.63	80278	AA				40.000	42.781	6.5
592_710	58.5	61	C1201	AA	2.6	650	0.116	19.000	19.408	2.1
592_710	61	62.5	C1202	AA	2.45	1400	0.249	33.000	33.605	1.8
592_710	62.5	64	C1203	AA	2.52	830	0.148	39.000	39.594	1.5
592_710	64	65.5	C1204	AA	2.38	1600	0.285	60.000	61.038	1.7
592_710	64	72	QEM_002	AC			0.31	79.300
592_710	65.5	67	C1205	AA	2.14	1800	0.321	91.000	93.525	2.7
592_710	67	69	C1206	AA	2.18	1600	0.285	83.000	85.832	3.3
592_710	69	70	C1207	AA	2.15	1500	0.267	86.000	90.526	5
592_710	70	72	C1208	AA	2.15	2000	0.357	78.000	82.803	5.8
592_710	72	72.9	C1209	AA	2.49	250	0.044	14.000	14.909	6.1
592_714	42.6	44	QEM_153	AA				18.000
592_714	44	46	QEM_154	AA				33.000
592_714	46	48	QEM_155	AA				25.000
592_714	48	49.63	QEM_156	AA				42.000
592_714	48	54.7	QEM_032	AC				56.500
592_714	49.63	51	QEM_157	AA				67.000
592_714	51	52.5	QEM_158	AA				66.000
592_714	52.5	53.5	QEM_159	AA				67.000
592_714	53.5	54.66	QEM_160	AA				43.000
594_708	60.15	62	80146	AA				19.000	19.588	3
594_708	62	64	80147	AA				36.000	36.885	2.4
594_708	64	66	80148	AA				28.000	28.542	1.9
594_708	66	68.42	80149	AA				52.000	53.061	2
594_708	66	72.7	QEM_012	AC				62.100
594_708	68.42	70	80150	AA				81.000	85.263	5

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Hole ID	From	To	Sample number	Sample Type	Relative Density g/cc	V2O5 ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
594_708	70	72	80266	AA				77.000	81.053	5
594_708	72	72.66	80267	AA				38.000	39.874	4.7
594_708	72.66	72.85	80268	AA				12.000	12.917	7.1
594_710	43	45	C1301	AA	2.49	790	0.141	35.000	35.605	1.7
594_710	45	47	C1302	AA	2.53	860	0.153	34.000	34.378	1.1
594_710	47	49.64	C1303	AA	2.37	1500	0.267	57.000	57.927	1.6
594_710	47	53.9	QEM_003	AC			0.29	65.800
594_710	48.6	56.3	QEM_004	AC			0.29	65.300
594_710	49.64	51	C1304	AA	2.36	1500	0.267	56.000	56.911	1.6
594_710	51	53	C1305	AA	2.15	1700	0.303	80.000	84.299	5.1
594_710	53	53.88	C1306	AA	2.16	1800	0.321	75.000	79.365	5.5
594_710	53.88	56.38	C1307	AA	2.25	1500	0.267	59.000	62.302	5.3
594_712	33.75	35.75	QEM_176	AA				16.000
594_712	35.75	37.75	QEM_177	AA				33.000
594_712	37.75	39.75	QEM_178	AA				46.000
594_712	37.8	46.6	QEM_029	AC				50.500
594_712	39.75	41.88	QEM_179	AA				40.000
594_712	41.88	43.88	QEM_180	AA				63.000
594_712	43.88	45.88	QEM_181	AA				57.000
594_712	45.88	46.55	QEM_182	AA				40.000
594_712	46.55	48.08	QEM_183	AA				3.000
596_708	55.6	56.32	80063	AA				35.000
596_708	56.32	56.98	80064	AA				57.000
596_708	56.4	61.2	QEM_008	AC				71.900
596_708	56.98	57.62	80065	AA				52.000
596_708	57.62	58.47	80066	AA				70.000
596_708	58.47	60	80067	AA				82.000
596_708	60	61.09	80068	AA				80.000
596_708	61.09	61.51	80069	AA				5.000
596_712	35.88	37.88	QEM_168	AA				21.000
596_712	37.88	39.88	QEM_169	AA				36.000
596_712	39.88	41.88	QEM_170	AA				30.000
596_712	41.88	43.88	QEM_171	AA				45.000
596_712	41.9	49.4	QEM_028	AC				57.800

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Hole ID	From	To	Sample number	Sample Type	Oil Yield Litres/Tonne
596_712	43.88	45.6	QEM_172	AA	59.000
596_712	45.6	47.6	QEM_173	AA	65.000
596_712	47.6	49.37	QEM_174	AA	63.000
596_712	49.37	51.26	QEM_175	AA	11.000
596_714	32	34	QEM_144	AA	22.000
596_714	34	36	QEM_145	AA	33.000
596_714	36	38	QEM_146	AA	39.000
596_714	38	40	QEM_147	AA	43.000
596_714	38	45	QEM_031	AC	57.000
596_714	40	40.7	QEM_148	AA	55.000
596_714	40.7	42	QEM_149	AA	66.000
596_714	42	44	QEM_150	AA	68.000
596_714	44	45	QEM_151	AA	53.000
596_714	45	46.96	QEM_152	AA	13.000
596_716	25.6	27.6	QEM_123	AA	4.000
596_716	27.6	29.6	QEM_124	AA	33.000
596_716	29.6	31.6	QEM_125	AA	50.000
596_716	31.6	33.6	QEM_126	AA	32.000
596_716	33.6	35.75	QEM_127	AA	49.000
596_716	33.6	39	QEM_035	AC	57.100
596_716	35.75	37.75	QEM_128	AA	64.000
596_716	37.75	39	QEM_129	AA	60.000
596_716	39	40.25	QEM_130	AA	33.000
596_716	40.25	40.72	QEM_131	AA	7.000
598_708	80	82	80070	AA	43.000
598_708	82	84	80071	AA	54.000
598_708	82	90.4	QEM_009	AC	64.900
598_708	84	84.47	80072	AA	54.000
598_708	84.47	85.03	80073	AA	53.000
598_708	85.03	85.83	80074	AA	48.000
598_708	85.83	86.55	80075	AA	54.000
598_708	86.55	88	80076	AA	84.000
598_708	88	90.41	80077	AA	76.000
598_708	90.41	91.88	80078	AA	12.000

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Hole ID	From	To	Sample number	Sample Type	Oil Yield Litres/Tonne
598_712	42.54	44.54	QEM_161	AA	22.000
598_712	44.5	52.4	QEM_027	AC	49.200
598_712	44.54	46.54	QEM_162	AA	39.000
598_712	46.54	48.44	QEM_163	AA	40.000
598_712	48.44	48.98	QEM_164	AA	59.000
598_712	48.98	50.98	QEM_165	AA	58.000
598_712	50.98	52.4	QEM_166	AA	61.000
598_712	52.4	54.34	QEM_167	AA	4.000
598_714	39.6	40	QEM_135	AA	8.000
598_714	40	42	QEM_136	AA	20.000
598_714	42	44	QEM_137	AA	38.000
598_714	44	46	QEM_138	AA	39.000
598_714	46	46.75	QEM_139	AA	52.000
598_714	46	50.6	QEM_030	AC	59.900
598_714	46.75	48	QEM_140	AA	69.000
598_714	48	50	QEM_141	AA	58.000
598_714	50	50.6	QEM_142	AA	57.000
598_714	50.6	52.39	QEM_143	AA	6.000
598_716	35.42	37.42	QEM_116	AA	31.000
598_716	37.42	39.42	QEM_117	AA	36.000
598_716	39.4	45.8	QEM_034	AC	55.900
598_716	39.42	41.42	QEM_118	AA	43.000
598_716	41.42	41.85	QEM_119	AA	46.000
598_716	41.85	43.85	QEM_120	AA	67.000
598_716	43.85	45.8	QEM_121	AA	60.000
598_716	45.8	46.71	QEM_122	AA	5.000
600_716	49.48	51.48	QEM_109	AA	15.000
600_716	51.48	53.48	QEM_110	AA	33.000
600_716	53.48	55.48	QEM_111	AA	31.000
600_716	55.48	57.08	QEM_112	AA	55.000
600_716	55.5	59.7	QEM_033	AC	59.300
600_716	57.08	59.08	QEM_113	AA	63.000
600_716	59.08	59.73	QEM_114	AA	54.000
600_716	59.73	61.8	QEM_115	AA	7.000

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Hole ID	From	To	Sample number	Sample Type	Relative Density g/cc	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
609_708	73	75	C1801	AA	2.53	0.26	38.000	38.229	0.6
609_708	73	84.4	QEM_006	AC		0.26	58.000
609_708	75	77	C1802	AA	2.45	0.26	39.000	39.474	1.2
609_708	77	79	C1803	AA	2.22	0.26	82.000	83.503	1.8
609_708	79	81	C1804	AA	2.31	0.26	65.000	65.856	1.3
609_708	81	83	C1805	AA	2.2	0.26	66.000	69.474	5
609_708	83	84.39	C1806	AA	2.22	0.26	58.000	61.053	5
609_708	84.39	86.65	C1807	AA	2.45		15.000	15.907	5.7
613_702	82	84	90512	AA			27.000	27.163	0.6
613_702	84	86	90513	AA			107.000	109.072	1.9
613_702	84	94.6	QEM_014	AC			75.800
613_702	86	88	90514	AA			84.000	85.279	1.5
613_702	88	90	90515	AA			74.000	75.203	1.6
613_702	90	92	90516	AA			59.000	59.959	1.6
613_702	92	94	90517	AA			62.000	64.516	3.9
613_702	94	94.56	90518	AA			50.000	52.854	5.4
613_702	94.56	94.57	90519	AA			5.000	5.388	7.2
613_708	74	76	C1701	AA	2.62	0.31	28.000	28.000	0
613_708	76	78	C1702	AA	2.16	0.31	82.000	84.623	3.1
613_708	76	83.3	QEM_007	AC		0.31	70.100
613_708	78	80	C1703	AA	2.23	0.31	65.000	67.149	3.2
613_708	80	82	C1704	AA	2.33	0.31	64.000	65.440	2.2
613_708	82	83.32	C1705	AA	2.27	0.31	69.000	72.251	4.5
613_708	83.32	84.69	C1706	AA	2.42		22.000	23.429	6.1
615_705	116.5	118.4	90520	AA			11.000	11.078	0.7
615_705	118.4	120	90521	AA			95.000	97.436	2.5
615_705	118.4	132.1	QEM_013	AC			68.000
615_705	120	122	90522	AA			65.000	66.394	2.1
615_705	122	124	90523	AA			67.000	68.930	2.8
615_705	124	126	90524	AA			71.000	72.449	2
615_705	126	128	90525	AA			69.000	72.251	4.5
615_705	128	130	90526	AA			62.000	64.249	3.5
615_705	130	132.1	90527	AA			53.000	56.025	5.4
615_705	132.1	133.67	90528	AA			17.000	18.398	7.6

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Hole ID	From	To	Sample number	Sample Type	Total Moisture %adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
BB139	128.9	135.3	QEM_022	AC		0.41	80.000
OXT002C	97.87	99.66	09919A	AA	5.8		21.000	22.000	1.1
OXT002C	97.87	103.48	QEM_018	AC			35.300
OXT002C	99.66	100.78	09920A	AA	5.5		40.000	40.000	0.8
OXT002C	100.78	101.69	09921A	AA	4.7		25.000	25.000	0.6
OXT002C	101.69	102.5	09922A	AA	4.8		40.000	41.000	1.1
OXT002C	102.5	103.48	09923A	AA	10.1		57.000	59.000	3.5
OXT002C	103.48	105.48	09924A	AA	10.7		10.000	11.000	4.1
OXT003C	78.83	79.72	09925A	AA	10.7		5.000	5.000	1.6
OXT003C	79.72	81.12	09926A	AA	8.9		17.000	17.000	1.4
OXT003C	79.72	91.12	QEM_019	AC			44.800
OXT003C	81.12	82.24	09927A	AA	6.4		17.000	17.000	0.9
OXT003C	82.24	83.48	09928A	AA	7.8		43.000	43.000	1.1
OXT003C	83.48	85.54	09929A	AA	7.9		27.000	27.000	0.8
OXT003C	85.54	87	09930A	AA	7.3		59.000	60.000	1.4
OXT003C	87	87.95	09931A	AA	7.6		55.000	56.000	1.7
OXT003C	87.95	89.5	09932A	AA	11.9		68.000	71.000	4.3
OXT003C	89.5	91.12	09933A	AA	11.1		64.000	67.000	4.1
OXT003C	91.12	93.12	09934A	AA	11.96		11.000	11.000	4.2
OXT003C	93.12	95.12	09935A	AA	12.7		13.000	14.000	4.6
OXT003C	95.12	96.96	09936A	AA	11.9		12.000	13.000	4.6
OXT003C	96.96	98.96	09937A	AA	12.7		7.000	7.000	4.3
OXT005C	74.07	76.4	09938A	AA	7.05			5.645	7.58
OXT005C	76.4	78.59	09939A	AA	6.85			6.871	8.25
OXT005C	118.07	118.49	09940A	AA	6.17			23.298	3.89
OXT005C	118.07	135.08	QEM_020	AC			51.600
OXT005C	118.49	120.36	09941A	AA	4.5			22.369	2.33
OXT005C	120.36	122.24	09942A	AA	5.16			43.818	1.52
OXT005C	122.24	122.56	09943A	AA	2.09			25.130	0.95
OXT005C	122.56	124.57	09944A	AA	5.2			57.088	1.67
OXT005C	124.57	126.57	09945A	AA	5.62			93.068	2.55
OXT005C	126.57	128.23	09946A	AA	7.47			79.952	2.08
OXT005C	128.23	129.27	09947A	AA	5.09			32.803	1.46
OXT005C	129.27	131.27	09948A	AA	6.36			70.374	5.62

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Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
OXT005C	131.27	133.08		09949A	AA		6.96										61.219	6
OXT005C	133.08	135.08		09950A	AA		6.04										16.713	7
OXT005C	135.08	137.08		09951A	AA		5.42										9.944	8.18
OXT005C	137.08	139.08		09952A	AA		5.68										3.077	8.14
OXT005C	139.08	140.63		09953A	AA		5.11										12.160	7.93
OXT005C	162.07	164.07		09954A	AA		6.1										6.729	7.92
OXT005C	164.07	166.19		09955A	AA		5.77										20.313	6.89
OXT005C	166.19	166.59		09956A	AA		5.07										1.974	6.41
QEM001	49.95	50.53	12.47	6438	A1	0.9	3.6	0.7	2.37	221	177	181	2050	1390	0.37
QEM001	49.95	52.02		6438_41	A2											26.398	26.500	0.59
QEM001	50.53	50.99	8.16	6439	A1	1.6	3.5	0.6	2.46	169	113	117	1530	951	0.27
QEM001	50.99	51.51	8.6	6440	A1	0.8	1.7	0.3	2.54	96	95	73	772	543	0.14
QEM001	51.51	52.02	8.93	6441	A1	0.8	1.5	0.4	2.5	97	116	93	778	444	0.14
QEM001	52.02	52.51	8.63	6442	A1	1.4	2.1	0.6	2.46	165	168	134	1400	950	0.25
QEM001	52.02	54.29		6442_46	A2											39.730	40.300	1.36
QEM001	52.51	53	8.61	6443	A1	0.8	1.5	1	2.26	278	305	222	2190	1230	0.39
QEM001	53	53.52	8.47	6444	A1	0.9	3.7	0.8	2.28	285	255	202	2600	1520	0.46
QEM001	53.52	53.92	8.1	6445	A1	1.2	2.7	0.8	2.32	257	211	177	2270	1340	0.41
QEM001	53.92	54.29	6.95	6446	A1	0.7	1.5	0.7	2.4	179	160	161	1530	933	0.27
QEM001	54.29	54.6	8.73	6447	A1	0.8	3.6	3.2	2.09	276	162	236	2160	1420	0.39
QEM001	54.29	56		6447_50	A2											79.067	82.100	3.79
QEM001	54.6	54.99	7.77	6448	A1	0.9	3.8	3.6	2.1	258	127	209	1780	1240	0.32
QEM001	54.99	55.49	5.53	6449	A1	1.3	4.4	3.5	2.11	265	159	236	2280	1530	0.41
QEM001	55.49	56	9.69	6450	A1	0.7	4.4	3.8	2.1	227	202	252	2300	1380	0.41
QEM001	56	56.49	7.95	6451	A1	0.5	3.4	3.4	2.09	209	190	225	1970	1240	0.35
QEM001	56	57.65		6451_54	A2											64.865	67.900	4.54
QEM001	56.49	57.01	7.33	6452	A1	0.8	3.5	3.3	2.14	214	160	197	1910	1230	0.34
QEM001	57.01	57.48	8.13	6453	A1	0.9	4	3.6	2.17	222	177	204	1990	1240	0.36
QEM001	57.48	57.65	7.78	6454	A1	0.6	3.3	3.4	2.15	252	79	168	1450	948	0.26
QEM001	57.65	58.12	8.73	6455	A1	1	4.6	3.9	2.46	84	15	52	305	213	0.05
QEM002	47.8	48.51	4.67	6418	A1	1.7	3.2	0.8	2.39	220	179	185	1870	1300	0.33
QEM002	47.8	50.47		6418_22	A2											30.561	31.000	1.59
QEM002	48.51	49	5.44	6419	A1	1.8	3.6	0.8	2.31	316	205	227	2930	2020	0.52
QEM002	49	49.5	9.61	6420	A1	0.7	1.8	0.6	2.38	173	124	126	1460	916	0.26

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Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM002	49.5	49.99	8.06	6421	A1	0.6	1.9	0.5	2.52	123	118	97	988	690	0.18
QEM002	49.99	50.47	9.34	6422	A1	0.9	2	0.6	2.46	136	152	127	1020	567	0.18
QEM002	50.47	50.97	9.17	6423	A1	0.8	2.3	0.7	2.39	209	210	170	1840	1200	0.33
QEM002	50.47	53.84		6423_29	A2											54.046	55.000	1.76
QEM002	50.97	51.5	8.58	6424	A1	0.7	2.7	1	2.26	267	303	226	2070	1120	0.37
QEM002	51.5	52	7.74	6425	A1	0.8	3.5	1	2.23	314	285	219	2600	1640	0.46
QEM002	52	52.45	8.21	6426	A1	0.6	1.7	0.7	2.28	260	250	191	2310	1290	0.41
QEM002	52.45	53.01	7.92	6427	A1	1.1	1.9	0.9	2.22	332	255	221	2850	1690	0.51
QEM002	53.01	53.49	5.1	6428	A1	1.4	3.2	0.9	2.26	257	222	227	2290	1130	0.41
QEM002	53.49	53.84	4.72	6429	A1	1.7	2.1	1.3	2.19	303	306	353	2650	1790	0.47
QEM002	53.84	54.49	5.9	6430	A1	0.8	3.7	3.3	2.09	285	191	217	2070	1310	0.37
QEM002	53.84	56		6430_33	A2											78.238	80.900	3.36
QEM002	54.49	55	7.53	6431	A1	0.9	4.2	3.5	2.08	266	162	212	1990	1230	0.36
QEM002	55	55.49	7.81	6432	A1	0.8	3.5	3.5	2.09	244	128	198	1870	1260	0.33
QEM002	55.49	56	7.53	6433	A1	0.9	3.6	3.8	2.09	238	140	209	2010	1290	0.36
QEM002	56	56.51	8.18	6434	A1	0.9	3.8	3.6	2.11	248	189	245	2410	1530	0.43
QEM002	56	57.42		6434_36	A2											67.601	70.100	3.66
QEM002	56.51	57.1	7.45	6435	A1	1.5	4.3	3.4	2.1	223	231	265	2230	1260	0.4
QEM002	57.1	57.42	2.54	6436	A1	1.6	4.1	3.1	2.17	192	104	153	1400	927	0.25
QEM002	57.42	57.71	7.96	6437	A1	1.5	5.3	4.1	2.44	77	13	55	313	220	0.06
QEM004	93.7	94.29	6.57	261411	A1	0.6	1.9	1.2	2.57	106	33	63	472	267	0.08
QEM004	93.7	98.35		261411_19	A2											24.327	24.700	1.22
QEM004	94.29	94.77	7.55	261412	A1	1.3	2.4	0.7	2.57	116	67	83	680	420	0.12
QEM004	94.77	95.29	9.01	261413	A1	0.6	1.5	0.5	2.59	113	69	84	670	411	0.12
QEM004	95.29	95.82	8.77	261414	A1	0.7	2.1	0.6	2.51	167	128	132	1210	760	0.22
QEM004	95.82	96.35	9.6	261415	A1	0.7	1.6	0.6	2.4	216	187	184	2010	1320	0.36
QEM004	96.35	96.77	9.08	261416	A1	0.6	1.5	0.6	2.38	249	147	161	2310	1510	0.41
QEM004	96.77	97.27	9.18	261417	A1	0.8	2.1	0.4	2.56	92	64	62	819	470	0.15
QEM004	97.27	97.83	7.5	261418	A1	0.7	1.4	0.4	2.51	125	120	89	981	725	0.18
QEM004	97.83	98.35	9.37	261419	A1	0.9	5.3	0.5	2.48	139	157	121	1110	626	0.2
QEM004	98.35	98.73	5.59	261420	A1	0.5	1.8	0.5	2.45	178	174	135	1580	1085	0.28
QEM004	98.35	101.46		261420_26	A2											56.802	57.500	1.2
QEM004	98.73	99.25	5.59	261421	A1	1.4	2.2	0.8	2.28	252	283	200	2070	1200	0.37
QEM004	99.25	99.73	7.18	261422	A1	0.7	2.3	0.8	2.25	307	281	204	2780	1730	0.5

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Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM004	99.73	100.24	6.72	261423	A1	0.7	2.3	0.7	2.28	269	241	189	2450	1430	0.44
QEM004	100.24	100.74	8.15	261424	A1	0.6	1.9	0.9	2.24	277	216	199	2680	1510	0.48
QEM004	100.74	101.22	7.48	261425	A1	0.5	2.3	1	2.2	278	234	240	2660	1300	0.48
QEM004	101.22	101.46	3.04	261426	A1	1	2.9	1.2	2.12	318	307	298	2900	1595	0.52
QEM004	101.46	101.85	6.17	261427	A1	1.3	3.1	3.2	2.19	222	79	124	978	525	0.18
QEM004	101.46	103.52		261427_31	A2											65.765	67.700	3
QEM004	101.85	102.14	9.46	261428	A1	0.7	3.2	3.4	2.15	231	68	135	1110	729	0.2
QEM004	102.14	102.56	8.96	261429	A1	1.1	3.8	3.6	2.16	226	82	146	1370	954	0.25
QEM004	102.56	103	7.91	261430	A1	1.6	4.4	3.5	2.17	215	79	145	1400	882	0.25
QEM004	103	103.52	10.69	261431	A1	0.7	3.2	3	2.19	215	125	161	1790	1290	0.32
QEM004	103.52	103.98	8.97	261432	A1	1.1	3.5	3.4	2.17	227	157	169	1770	1170	0.32
QEM004	103.52	104.42		261432_33	A2											64.271	66.100	2.8
QEM004	103.98	104.42	8.12	261433	A1	0.7	2.9	3.3	2.17	220	111	158	1490	1050	0.27
QEM004	104.42	104.73	8.04	261434	A1	1.4	4.2	4.3	2.44	72	19	55	344	236	0.06
QEM006	90.65	91.16	8.7	6489	A1	0.8	2.2	1	2.57	88	32	57	400	228	0.07
QEM006	90.65	95.2		6489_97	A2											23.005	23.200	1.11
QEM006	91.16	91.5	8.57	6490	A1	0.6	2.6	1.2	2.48	151	82	107	906	547	0.16
QEM006	91.5	92.02	7.11	6491	A1	1.3	2.8	0.7	2.53	122	76	90	753	449	0.13
QEM006	92.02	92.53	7.98	6492	A1	0.8	1.9	0.4	2.55	103	77	87	700	404	0.13
QEM006	92.53	93.06	7.36	6493	A1	0.7	2	0.6	2.4	211	162	160	1720	1170	0.31
QEM006	93.06	93.53	7.33	6494	A1	1	3.1	0.8	2.31	277	221	216	2660	1815	0.48
QEM006	93.53	94.07	7.64	6495	A1	0.9	2	0.5	2.43	175	107	114	1600	993	0.29
QEM006	94.07	94.68	8.31	6496	A1	0.7	1.8	0.3	2.53	129	122	95	1040	721	0.19
QEM006	94.68	95.2	4.74	6497	A1	1.3	2.4	0.3	2.49	135	159	121	1130	638	0.2
QEM006	95.2	95.57	9.42	6498	A1	0.8	2.8	1	2.27	196	194	146	1830	1205	0.33
QEM006	95.2	97.78		6498_261403	A2											51.253	51.900	1.35
QEM006	95.57	96.03	6.09	6499	A1	1.3	3.6	0.9	2.26	253	293	205	2110	1175	0.38
QEM006	96.03	96.51	9.14	6500	A1	0.9	2.7	0.9	2.28	285	257	185	2550	1610	0.46
QEM006	96.51	97.03	9.5	261401	A1	0.7	2.2	0.9	2.3	158	146	108	1460	862	0.26
QEM006	97.03	97.58	8.94	261402	A1	0.9	2.6	1	2.24	295	228	213	2760	1510	0.49
QEM006	97.58	97.78	7.86	261403	A1	0.8	2.5	1.2	2.2	242	213	231	2000	1060	0.36
QEM006	97.78	98.29	9.34	261404	A1	0.6	3.5	3.3	2.15	251	97	156	1320	781	0.24
QEM006	97.78	98.85		261404_05	A2											67.189	69.700	3.68
QEM006	98.29	98.85	10.96	261405	A1	1	3.6	3.4	2.15	222	61	127	1030	668	0.18

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Independent Geologist’s Report, June 2018

==> picture [76 x 43] intentionally omitted <==

Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM006	98.85	99.33	9.63	261406	A1	1	3.7	3.4	2.15	215	73	140	1240	866	0.22
QEM006	98.85	100.89		261406_09	A2											61.001	63.000	3.23
QEM006	99.33	99.79	6.19	261407	A1	1	3.7	3.1	2.15	216	83	148	1380	890	0.25
QEM006	99.79	100.28	7.7	261408	A1	1	3.6	2.8	2.18	217	114	157	1590	1190	0.28
QEM006	100.28	100.89	8.17	261409	A1	1	3.2	2.9	2.18	224	141	166	1610	1110	0.29
QEM006	100.89	101.09	5.72	261410	A1	0.7	2.9	4.2	2.45	83	27	58	402	227	0.07
QEM008	73.55	74.02	7.02	251703	A1	0.9	1.9	0.7	2.52	118	75	91	927	575	0.17
QEM008	74.02	74.51	7.1	251704	A1	1.1	1.6	0.6	2.5	137	97	93	1140	687	0.2
QEM008	74.02	76.61		251704_08	A2											28.616	28.800	0.67
QEM008	74.51	75.02	6.42	251705	A1	1.2	2	0.5	2.54	107	98	80	889	578	0.16
QEM008	75.02	75.53	8.11	251706	A1	1	1.9	0.5	2.5	129	140	119	1070	646	0.19
QEM008	75.53	75.99	9.69	251707	A1	0.9	1.8	0.7	2.47	140	150	117	1230	679	0.22
QEM008	75.99	76.61	2.77	251708	A1	2.5	3.6	0.6	2.46	154	136	124	1430	796	0.26
QEM008	76.61	77.06	10.01	251709	A1	1.1	2.4	1.3	2.18	333	311	338	3070	1780	0.55
QEM008	76.61	81.24		251709_17	A2											71.266	72.400	1.66
QEM008	77.06	77.64	8.22	251710	A1	1	2.9	1.3	2.07	303	329	350	3240	1750	0.58
QEM008	77.64	78.2	6.52	251711	A1	1.1	3	1.4	2.05	262	279	270	3320	1550	0.59
QEM008	78.2	78.7	12.35	251712	A1	0.7	3.5	1.5	2.12	241	235	252	3060	1480	0.55
QEM008	78.7	79.24	8.59	251713	A1	0.6	3.9	1.4	2.17	199	228	228	2520	1070	0.45
QEM008	79.24	79.78	8.91	251714	A1	0.9	2.7	1.3	2.25	149	225	215	1900	831	0.34
QEM008	79.78	80.28	9.92	251715	A1	0.9	2.3	1.1	2.33	123	168	166	1390	573	0.25
QEM008	80.28	80.76	8.9	251716	A1	1.1	2.2	0.9	2.46	83	125	120	853	424	0.15
QEM008	80.76	81.24	9.41	251717	A1	0.9	1.9	0.8	2.57	57	170	227	363	588	0.07
QEM008	81.24	81.71	7.13	251718	A1	0.8	3.6	3.6	2.18	244	187	278	1970	1540	0.35
QEM008	81.24	82.8		251718_20	A2											68.744	70.700	2.91
QEM008	81.71	82.22	8.51	251719	A1	0.9	4.6	3.9	2.18	216	112	163	1520	1010	0.27
QEM008	82.22	82.8	7.59	251720	A1	1.1	4.2	3.7	2.18	208	102	143	1440	927	0.26
QEM008	82.8	83.3	7.57	251721	A1	1.2	4.8	3.7	2.21	211	128	153	1590	1010	0.28
QEM008	82.8	84.03		251721_23	A2											53.119	55.000	3.42
QEM008	83.3	83.68	8.57	251722	A1	0.7	3.7	3.8	2.21	200	91	137	1280	756	0.23
QEM008	83.68	84.03	7.76	251723	A1	2.1	5.1	3.6	2.24	189	61	120	1100	753	0.2
QEM008	84.03	84.33	8.52	251724	A1	1.2	4.6	4.9	2.43	107	15	63	331	246	0.06
QEM009	83.63	84.12	9.05	251682	A1	0.8	3.6	0.9	2.62	96	56	69	535	358	0.1
QEM009	83.63	87.65		251682_89	A2											23.364	23.600	0.75

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==> picture [76 x 43] intentionally omitted <==

Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM009	84.12	84.65	9.25	251683	A1	1	4.1	0.8	2.62	93	57	71	550	332	0.1
QEM009	84.65	85.13	7.62	251684	A1	0.7	2.4	0.9	2.5	139	110	112	993	674	0.18
QEM009	85.13	85.6	7.44	251685	A1	0.9	3.2	0.6	2.48	169	150	142	1480	1040	0.26
QEM009	85.6	86.1	6.32	251686	A1	1.1	4.4	0.6	2.42	198	116	121	1820	1210	0.33
QEM009	86.1	86.69	6.75	251687	A1	1	4.1	0.5	2.52	124	114	87	1020	662	0.18
QEM009	86.69	87.18	3.42	251688	A1	2.6	4.5	0.4	2.53	95	107	77	722	452	0.13
QEM009	87.18	87.65	9.02	251689	A1	1.1	3.5	0.7	2.45	157	165	119	1440	1020	0.26
QEM009	87.65	88.28	10.03	251690	A1	1.2	4.7	0.8	2.31	247	273	185	2000	1220	0.36
QEM009	87.65	90.46		251690_95	A2											54.829	55.700	1.45
QEM009	88.28	88.66	8.5	251691	A1	0.6	3.4	0.8	2.32	258	232	167	2400	1560	0.43
QEM009	88.66	89.21	8.49	251692	A1	1.2	5.5	0.8	2.31	240	217	174	2250	1310	0.4
QEM009	89.21	89.71	8.86	251693	A1	1.1	3.6	1.1	2.23	293	228	214	2760	1640	0.49
QEM009	89.71	90.14	10.75	251694	A1	1	6.8	1.3	2.19	288	242	260	2680	1370	0.48
QEM009	90.14	90.46	9.29	251695	A1	1.3	6.2	1.6	2.13	309	330	295	2790	1570	0.5
QEM009	90.46	90.97	8.05	251696	A1	1.5	8.8	3.9	2.14	236	91	152	1440	997	0.26
QEM009	90.46	91.48		251696_97	A2											72.425	75.200	3.67
QEM009	90.97	91.48	10.26	251697	A1	1.6	9	4.1	2.16	226	85	147	1440	984	0.26
QEM009	91.48	91.96	6.69	251698	A1	1.5	9.3	3.3	2.18	209	112	146	1520	1180	0.27
QEM009	91.48	93.43		251698_01	A2											62.630	65.100	3.81
QEM009	91.96	92.47	9.24	251699	A1	1	8.4	3.5	2.17	228	159	168	1840	1290	0.33
QEM009	92.47	92.91	7.72	251700	A1	0.8	7.8	3.5	2.2	229	127	156	1550	1050	0.28
QEM009	92.91	93.43	7.1	251701	A1	1	7.3	2.8	2.24	193	127	152	1440	1150	0.26
QEM009	93.45	93.87	5.11	251702	A1	0.8	8.2	4	2.49	78	19	50	325	244	0.06
QEM010	76.95	77.47	7.95	251658	A1	1.1	5.6	0.4	2.62	107	62	77	592	379	0.11
QEM010	76.95	81.02		251658_65	A2											26.294	26.500	0.91
QEM010	77.47	77.97	8.04	251659	A1	1	3.6	0.5	2.55	110	90	92	735	469	0.13
QEM010	77.97	78.45	7.57	251660	A1	1.1	2.6	0.5	2.48	161	130	131	1370	1010	0.25
QEM010	78.45	79.01	8.23	251661	A1	1	4	0.6	2.39	221	150	158	2070	1320	0.37
QEM010	79.01	79.49	7.02	251662	A1	1.4	3.2	0.4	2.48	148	127	99	1190	801	0.21
QEM010	79.49	79.97	8.12	251663	A1	1.5	3.2	0.4	2.52	105	109	77	837	567	0.15
QEM010	79.97	80.54	7.74	251664	A1	1.8	4.1	0.6	2.42	182	197	145	1620	1060	0.29
QEM010	80.54	81.02	8.3	251665	A1	1.1	2.7	0.5	2.41	179	188	137	1510	943	0.27
QEM010	81.02	81.6	9.17	251666	A1	0.5	3.2	0.9	2.26	291	284	201	2550	1570	0.46
QEM010	81.02	84.95		251666_74	A2											58.567	59.500	1.62

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Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM010	81.6	82.01	9.46	251667	A1	1	3.5	0.7	2.3	252	241	191	2330	1360	0.42
QEM010	82.01	82.52	9.38	251668	A1	1	4.2	0.8	2.28	278	216	197	2630	1580	0.47
QEM010	82.52	82.98	8.55	251669	A1	0.6	3.9	1.1	2.22	308	260	275	3000	1630	0.54
QEM010	82.98	83.48	11.33	251670	A1	0.6	5.9	1.5	2.1	385	358	374	3420	1960	0.61
QEM010	83.48	84.03	7.17	251672	A1	1	5.7	1.4	2.1	379	385	416	3640	2480	0.65
QEM010	84.03	84.51	9.15	251673	A1	0.9	3.9	1	2.28	255	285	273	2640	1560	0.47
QEM010	84.51	84.95	9.01	251674	A1	1.8	3.7	0.7	2.56	86	201	249	657	678	0.12
QEM010	84.95	85.54	7.35	251675	A1	1.4	7.9	3.6	2.17	290	205	231	2330	1690	0.42
QEM010	84.95	86.1		251675_76	A2											73.646	75.400	2.46
QEM010	85.54	86.1	8.38	251676	A1	1	7.6	3.7	2.2	260	138	174	1630	1210	0.29
QEM010	86.1	86.59	8.59	251677	A1	1.3	8.1	3.6	2.22	223	158	182	1850	1480	0.33
QEM010	86.1	87.89		251677_80	A2											63.114	64.300	1.83
QEM010	86.59	87.06	8.52	251678	A1	0.9	8.2	3.8	2.18	248	223	240	2310	1760	0.41
QEM010	87.06	87.46	8.69	251679	A1	0.7	7.2	3.6	2.19	225	194	212	1865	1200	0.33
QEM010	87.46	87.89	9.26	251680	A1	0.5	6.7	3.5	2.22	227	138	165	1805	1240	0.32
QEM010	87.89	88.1	7.57	251681	A1	0.9	5.8	3.7	2.46	125	41	75	563	321	0.1
QEM011	72.55	73.02	8.23	6456	A1	1.6	3.1	0.8	2.58	125	75	92	723	465	0.13
QEM011	72.55	75.98		6456_62	A2											26.299	26.400	0.64
QEM011	73.02	73.44	9.34	6457	A1	1.3	3.2	0.6	2.5	169	126	132	1130	727	0.2
QEM011	73.44	73.97	7.99	6458	A1	1.6	3.4	0.6	2.4	233	192	190	2080	1460	0.37
QEM011	73.97	74.47	5.73	6459	A1	2.3	4.5	0.6	2.4	239	153	164	2190	1530	0.39
QEM011	74.47	74.99	5.52	6460	A1	1.6	2.5	0.3	2.56	107	97	76	836	587	0.15
QEM011	74.99	75.47	5.19	6461	A1	1.7	2.8	0.4	2.6	91	101	79	678	443	0.12
QEM011	75.47	75.98	8.82	6462	A1	1.2	3.6	0.5	2.48	165	165	129	1405	983	0.25
QEM011	75.98	76.46	9.05	6463	A1	0.9	2.8	0.9	2.27	311	340	238	2450	1490	0.44
QEM011	75.98	77.27		6463_65	A2											50.104	50.900	1.59
QEM011	76.46	77.02	3.49	6464	A1	1.1	3.3	0.7	2.33	257	228	173	2330	1460	0.42
QEM011	77.02	77.27	10.03	6465	A1	0.7	7.3	0.8	2.38	217	185	165	1905	1180	0.34
QEM011	77.27	77.68	7.18	6466	A1	1	6.8	3.1	2.13	239	223	260	2200	1460	0.39
QEM011	77.27	78.18		6466_67	A2											68.148	70.400	3.28
QEM011	77.68	78.18	7.65	6467	A1	0.7	7.8	3.2	2.18	231	188	216	2080	1450	0.37
QEM011	78.18	78.61	5.82	6468	A1	0.9	6.3	3.4	2.15	263	164	215	2090	1520	0.37
QEM011	78.18	79.8		6468_71	A2											55.187	57.000	3.11
QEM011	78.61	79.15	9.44	6469	A1	1	7	4	2.16	270	107	176	1645	1050	0.29

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Independent Geologist’s Report, June 2018

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Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM011	79.15	79.6	9.27	6470	A1	0.6	6.1	3.5	2.18	241	72	146	1330	879	0.24
QEM011	79.6	79.8	3.52	6471	A1	1.1	5.3	3.3	2.17	249	84	170	1570	1220	0.28
QEM011	79.8	80.19	10.68	6472	A1	0.7	7.6	4.5	2.47	77	17	51	323	214	0.06
QEM012	88.35	88.9	8.86	6473	A1	0.9	2.8	0.5	2.38	230	134	149	2090	1430	0.37
QEM012	88.35	91.01		6473_77	A2											33.540	33.900	1.15
QEM012	88.9	89.42	9.67	6474	A1	1.1	3	0.4	2.5	137	123	101	1090	739	0.2
QEM012	89.42	89.85	9.64	6475	A1	1	3.2	0.3	2.54	106	111	80	840	556	0.15
QEM012	89.85	90.47	8.98	6476	A1	0.7	4.1	0.6	2.42	167	180	142	1455	946	0.26
QEM012	90.47	91.01	7.44	6477	A1	0.7	4	0.7	2.32	242	267	189	1865	1140	0.33
QEM012	91.01	91.49	9.27	6478	A1	1.2	4.2	0.7	2.3	291	261	188	2560	1680	0.46
QEM012	91.01	93.04		6478_81	A2											54.802	55.500	1.32
QEM012	91.49	91.97	10.5	6479	A1	0.7	4.1	0.6	2.3	249	234	176	2230	1350	0.4
QEM012	91.97	92.51	8.75	6480	A1	0.6	3.8	0.8	2.25	294	224	191	2620	1560	0.47
QEM012	92.51	93.04	5.82	6481	A1	1.5	4.2	0.9	2.21	280	226	226	2350	1350	0.42
QEM012	93.04	93.49	8.68	6482	A1	0.6	7.3	3	2.13	226	163	199	2080	1345	0.37
QEM012	93.04	94.46		6482_84	A2											70.921	73.800	3.83
QEM012	93.49	94	8.08	6483	A1	1.4	9.4	3.2	2.12	242	205	230	2210	1545	0.4
QEM012	94	94.46	8.67	6484	A1	1	8.8	3.4	2.13	258	138	189	1830	1165	0.33
QEM012	94.46	94.92	8.12	6485	A1	1.2	8.7	3.5	2.18	246	72	148	1230	768	0.22
QEM012	94.46	95.94		6485_87	A2											65.340	67.900	3.67
QEM012	94.92	95.4	7.84	6486	A1	1.1	9.1	3.1	2.18	238	79	148	1400	893	0.25
QEM012	95.4	95.94	3.78	6487	A1	2.1	9.7	3.1	2.18	230	84	153	1510	987	0.27
QEM012	95.94	96.22	4.89	6488	A1	0.6	8.5	4.5	2.43	89	21	62	413	281	0.07
QEM013	68.85	69.49	5.89	261435	A1	1.2	3.2	0.7	2.51	129	97	99	1150	732	0.21
QEM013	68.85	71.47		261435_39	A2											23.633	23.700	0.44
QEM013	69.49	69.98	6.83	261436	A1	1	1.9	0.5	2.57	84	84	67	686	453	0.12
QEM013	69.98	70.52	7.24	261437	A1	1.2	3.4	0.6	2.5	110	122	106	949	557	0.17
QEM013	70.52	70.99	8.2	261438	A1	1.1	4.5	0.8	2.45	143	154	123	1300	733	0.23
QEM013	70.99	71.47	7.47	261439	A1	0.7	3.3	0.8	2.44	148	139	132	1410	756	0.25
QEM013	71.47	71.77	6.92	261440	A1	0.7	3.2	1.2	2.24	287	268	294	2710	1460	0.48
QEM013	71.47	76.88		261440_51	A2											71.031	72.200	1.6
QEM013	71.77	72.2	5.73	261441	A1	1.2	5.2	1.7	2	440	450	489	4120	2580	0.74
QEM013	72.2	72.65	11.13	261442	A1	1.1	3.6	1.2	2.13	266	321	362	2790	1790	0.5
QEM013	72.65	73.12	9.04	261443	A1	1.8	7.5	1.5	2.1	278	280	260	3400	1515	0.61

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Independent Geologist’s Report, June 2018

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Hole ID	From	To	Weight	Sample number	Sample Type	Free Moisture %arb	Total Moisture %adb	Inherent Moisture %	Relative Density g/cc	Copper ppm adb	molybdenum ppm adb	Nickel ppm adb	V2O5 ppm adb	Zinc ppm adb	V2O5 weight % adb	Oil Yield Litres/Tonne	Oil Yield 0M Litres/Tonne	Total Water Mass
QEM013	73.12	73.48	9.83	261444	A1	1.1	6.1	1.6	2.05	282	299	289	3700	1545	0.66
QEM013	73.48	74.01	8.57	261445	A1	1.1	7.2	1.9	2.11	245	283	240	3220	1480	0.57
QEM013	74.01	74.5	8.47	261446	A1	1.1	5.8	1.4	2.18	212	214	211	2730	1295	0.49
QEM013	74.5	75	5.16	261447	A1	1	7.7	1.6	2.09	214	232	227	2860	1265	0.51
QEM013	75	75.49	6.4	261448	A1	1.9	7.4	2.2	2.13	203	259	251	2490	1120	0.45
QEM013	75.49	76.04	7.32	261449	A1	1.2	5.7	1.4	2.23	158	239	211	1940	829	0.35
QEM013	76.04	76.56	7.32	261450	A1	1.1	3.7	0.7	2.49	73	114	117	706	376	0.13
QEM013	76.56	76.88	5.7	251651	A1	1.2	2.2	0.7	2.56	50	172	209	329	549	0.06
QEM013	76.88	77.33	8.25	251652	A1	1	7.1	3.6	2.14	239	214	221	1850	1260	0.33
QEM013	76.88	77.77		251652_53	A2											70.656	73.100	3.32
QEM013	77.33	77.77	7.51	251653	A1	1.5	8.4	4.3	2.13	242	150	179	1970	1460	0.35
QEM013	77.77	78.13	7.63	251654	A1	1.3	7.7	3.9	2.15	233	118	167	1800	1245	0.32
QEM013	77.77	79.27		251653_56	A2											60.983	63.100	3.48
QEM013	78.13	78.65	7.58	251655	A1	1.2	8.4	4.3	2.14	223	129	171	1690	1065	0.3
QEM013	78.65	79.27	8.83	251656	A1	1.2	9	4.2	2.18	216	94	143	1390	891	0.25
QEM013	79.27	79.56	9.54	251657	A1	1.2	5.9	4.2	2.45	97	34	63	402	245	0.07
WEN_1W	91.3	92		80183	AA											22.000
WEN_1W	92	94		80184	AA											33.000
WEN_1W	94	96.31		80185	AA											37.000
WEN_1W	96.3	101.2		QEM_010	AC											65.200
WEN_1W	96.31	97.02		80186	AA											76.000
WEN_1W	97.02	98.21		80187	AA											63.000
WEN_1W	98.21	100		80188	AA											72.000
WEN_1W	100	101.23		80189	AA											50.000
WEN_1W	101.23	103.23		80190	AA											6.000
WEN_2E	91	92		80176	AA											81.000
WEN_2E	91	101		QEM_016	AC											64.300
WEN_2E	92	94		80177	AA											85.000
WEN_2E	94	96		80178	AA											69.000
WEN_2E	96	98		80179	AA											50.000
WEN_2E	98	100.05		80180	AA											56.000
WEN_2E	100.05	101		80181	AA											41.000
WEN_2E	101	103		80182	AA											14.000

Page 77

AI assistant

QEM LIMITED — Capital/Financing Update 2018

65644_rns_2018-10-16_9a31c213-a0db-481e-836a-3c360bde731c.pdf

SUPPLEMENTARY PROSPECTUS

1. Important information

2. Supplementary Prospectus

2.1 Purpose

2.2 No investor action required

3. Amendments to the Prospectus

3.1 Independent Geologist's Report

4. Consents

(a) Independent Geologist

(b) Competent Person's Statement

(c) Qualified Evaluator Statement

5. Directors’ authorisation

Document Issue and Approvals

Document Information

Contributors

Distribution

DECLARATIONS

Statement of Competence

Statement of Independence

Reasonableness Statement

EXECUTIVE SUMMARY

Contents

List of Figures:

List of Tables

Key Abbreviations

1. Introduction

2. Location and Tenure

2.1 Location

2.2 Tenure

2.3 Topography, Land Use and Climate

3. Regional Geology Setting

3.1 Regional Geology

3.2 Economic Geology

4. Deposit Geology

4.1 Local Geology

4.2 Stratigraphy

Surficial Sediments

Allaru Mudstone

St Elmo Coquina (Modelled as CQU)

Willats Crossing Siltstone (Modelled as CQL)

Manfred Coquina (Modelled as CQL)

Arrolla Siltstone (Oil Shale) (Modelled as OSU and OSL)

Wallumbilla Formation

5. Exploration History

5.1 QEM Drilling (2015)

5.1.1 Comparison of QEM 2015 and Historical Drilling

6. Resource Estimates

6.1 Vanadium Mineral Resource Estimate

6.1.1 JORC Competent Person Statement

6.2 Petroleum Resource Estimate

Notes:

6.2.2 SPE-PRMS Statement (Qualified Petroleum Resources Evaluator)

6.3 Geology and Geological Interpretation

6.4 Vanadium and Oil Grade Correlation

6.5 Sampling and Sub-sampling Techniques

6.6 Drilling Techniques

6.7 Criteria Used for Resource Classification

Points of Observation for Mineral Resources

Points of Observation for Petroleum Resources

6.8 Sample Analysis Method

6.9 Estimation Methodology

6.10 Cut-off Grade

6.11 Mining and Metallurgical Methods and Parameters

7. Neighbouring Projects

7.1 St Elmo Vanadium Project (Multicom Resources Pty Ltd)

7.2 Richmond Vanadium Project (Intermin Resources Pty Ltd)

8. Planned Exploration

9. References

APPENDIX A:

Mineral Resource Estimate Table 1

Section 1 Sampling Techniques and Data

Julia Creek Project

Independent Geologist’s Report, June 2018

Julia Creek Project

Independent Geologist’s Report, June 2018

Julia Creek Project

Independent Geologist’s Report, June 2018

QEM LIMITED Capital/Financing Update 2018