PROSPECTUS 2018 REPLACEMENT

For an offer of 25,000,000 Shares at an issue price of \$0.20 each to raise \$5,000,000 (Public Offer)

This Prospectus also contains the Conversion Offer as set out in Section 1.1(b).

It is proposed that the Offers will close at 5.00pm (WST) on Monday, 10 September 2018. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time.

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

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

QEM LIMITED ACN 167 966 770

02 Important Information

08 Key Offer Details

23 Details of the Offers Section 01

67 Board, Management and Corporate Governance Section 05

04 Corporate Directory

09 Indicative Timetable

31 Company Overview Section 02

77 Material Contracts Section 06

93 Independent Geologist's Report Section 10

41 Risk Factors Section 03

Investment Overview

Letter from the Chairman

81 Additional Information

49 Investigating Accountant's Report Section 04

87 Authorisation Section 07 Section 08

205 Application Forms

Important Information

Replacement Prospectus

This Replacement Prospectus is dated, and was lodged with ASIC on, 20 August 2018. This Replacement Prospectus replaces the Original Prospectus dated 6 August 2018 that was issued by the Company and lodged with ASIC on that date. For the purposes of this document this Replacement Prospectus will be referred to as either the "Replacement Prospectus" or "Prospectus". Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Replacement Prospectus or the merits of the investment to which this Replacement Prospectus relates. The expiry date of this Replacement Prospectus is 5.00pm WST on that date which is 13 months after the date the Original Prospectus was lodged with ASIC. No Shares will be issued on the basis of this Replacement Prospectus after that expiry date.

This Replacement Prospectus has been issued to, among other things:

insert a new Section 5.3 with respect to director disclosure;
provide further details on the use of funds at Section 1.4; and
update various risk factors in Section 3.

Application was made to ASX within 7 days of the date of the Original Prospectus for Official Quotation of the Shares the subject of the Offers.

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

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

Electronic Prospectus and Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at www.qldem. com.au Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company as detailed in the Corporate Directory. The Offers constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and relevant Application Form within Australia.

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

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

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

Offers outside Australia

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

Speculative Investment

The Shares offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Shares offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on the Shares or that there will be an increase in the value of the Shares in the future.

Prospective investors should carefully consider whether the Shares offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 3 for details relating to the key risks applicable to an investment in the Shares.

Junior Minerals Exploration Incentive Scheme

The Company has received approval from the Australian Tax Office (ATO) to participate in the Federal Government's Junior Minerals Exploration Incentive (JMEI) scheme for the tax year ending 30 June 2019 and has been allocated \$82,500 of JMEI credits. The JMEI scheme allows persons who are required to lodge a tax return in Australia and who apply for and are issued Shares as part of the Company's capital raising activities between 1 July 2018 and 30 June 2019 (JMEI Eligible Shareholders) to receive JMEI credits on a pro-rata basis. JMEI credits entitle JMEI Eligible Shareholders to refundable tax offsets (for individual shareholders or superannuation funds) or franking credits (for companies).

The JMEI credits will be issued after the lodgement of the Company's 30 June 2019 tax return. JMEI Eligible Shareholders are expected to be notified by the Company of their JMEI credit entitlement in the approved form by 30 September 2019, and the JMEI credits will apply to their income tax assessment for the year ended 30 June 2019.

Receiving a JMEI credit could have tax consequences and JMEI Eligible Shareholders should obtain independent tax advice specific to their personal circumstances. Further information on the JMEI scheme can be found on the ATO's website.

Using this Prospectus

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

Forward-Looking Statements

This Prospectus contains forward-looking statements which are identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

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

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

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

Competent Person Statement

The information in this 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 Prospectus.

Qualified Evaluator Statement

The information in this 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 Prospectus.

Photographs and Diagrams

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

Miscellaneous

All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.

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

Corporate Directory

John Foley	Non-Executive Chairman
David Fitch	Executive Director
Daniel Harris	Non-Executive Director
Benjamin Cooper	Non-Executive Director

Company Secretary

David Palumbo

Registered and Principal Office

Level 11, 216 St Georges Terrace PERTH WA 6000 Phone: +61 8 9481 0389 Email: [email protected] Website: www.qldem.com.au

Share Registry*

Automic Registry Services Level 2, 267 St Georges Terrace PERTH WA 6000 Phone (within Australia): 1300 288 664 Phone (outside Australia): +61 2 9698 5414

Lawyers - Corporate

Bellanhouse Lawyers Level 19 Alluvion, 58 Mounts Bay Road PERTH WA 6000

Proposed Stock Exchange Listing

Australian Securities Exchange (ASX) Proposed ASX Code: QEM

Lawyers – Tenement Report

King & Wood Mallesons Level 33 Waterfront Place, 1 Eagle Street BRISBANE QLD 4000

Auditor*

Bentleys Audit & Corporate Level 3, 216 St Georges Terrace PERTH WA 6000

Investigating Accountant

Bentleys Audit & Corporate Level 3, 216 St Georges Terrace PERTH WA 6000

Lead Manager

Vested Equities AFSL 478987 Level 11, 50 Cavill Avenue SURFERS PARADISE QLD 4217

Independent Geologist

Measured Group Level 9, 243 Edward Street BRISBANE QLD 4000

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

Letter from the Chairman Letter from the Chairman

Dear Investor

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

QEM was formed in February 2014 with the principal aim of exploring and developing a world-class vanadium and oil shale project in the Julia Creek area of North Western Queensland, Australia.

The Julia Creek Project comprises three 100% held exploration permits (EPM25662, EPM25681 and EPM26429) covering 176km2 and is strategically located, being approximately 16km east-south-east of the township of Julia Creek and intersected by the main infrastructure corridor of the Flinders Highway and the Great Northern Railway line, which connects Mt Isa to the port of Townsville.

These exploration permits lie within the vast Toolebuc Formation, a sedimentary unit that covers a large area of Queensland and into South Australia.The Toolebuc Formation is increasingly recognised for elevated vanadium potential, with the vanadium and oil shale 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.

QEM completed a scoping study in June 2016, based on the results of its initial exploration program undertaken in 2015. The conclusions of the study were positive and indicated that an opportunity exists for a significant vanadium and oil shale project.

Whilst the Company's primary focus at the Julia Creek Project is on the strategic metal, vanadium, it has an advantageous by-product in the form of oil, as the vanadium is itself hosted in the same rock. The Company's distinct advantage is the potential to extract two product lines from the single resource base.

In March 2018, QEM upgraded the size of its JORC Inferred Resource to its current level of 1,700Mt @ 0.34% V2O5. In addition, within the same 1,700Mt, a Contingent 3C Oil Shale Resource of 589 MMbbls is estimated. It is important to note that 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. Further information for the Julia Creek Project is set out in the Independent Geologist's Report at Section 10 of this Prospectus.

The Company intends to maintain the momentum in the development of the Project through the completion of pre-feasibility studies and advancing our knowledge of the most advanced process technologies available, to maximise shareholder value.

The Board believes that the realisation of the Company's objectives will have global significance at current vanadium prices and we are enthusiastic about the prospects for the Company and I commend this Offer to you.

The purpose of this Prospectus is to raise \$5,000,000 (before associated costs) by the issue of 25,000,000 Shares at an issue price of \$0.20 each. The Lead Manager of the Public Offer is Vested Equities (see Section 6.1 for further details).

The proceeds of the Public Offer will be utilised to enable the Company to:

(a) conduct a 3,000m drilling program with the objective of converting the existing Inferred Resource to Measured or Indicated Resources under the JORC Code 2012;
(b) advance investigations into vanadium and oil shale processing options and testing;

(c) conduct environmental studies on the Julia Creek Project area;
(d) complete pre-feasibility studies on all aspects of Project development; and
(e) pay for the costs of the Offers.

This Prospectus contains detailed information about the Public Offer and the current and proposed operations of the Company, as well as the risks pertaining to an investment in the Company. Potential investors in the Company should carefully consider those risks (detailed in Section 3).

We look forward to welcoming you as a Shareholder should you decide to take up Shares pursuant to the Public Offer.

Yours faithfully

John Foley Non-Executive Chairman

Key Offer Details

Pro forma capital structure1	Shares	Note:
Existing Shares on issue	55,000,000
Shares offered under the Public Offer for \$0.20 each, raising \$5,000,000 (before costs)	25,000,000
Shares issued under the Conversion Offer2	20,000,000
Total Shares on issue on completion of the Offers	100,000,000
Indicative free float on listing	~35%

1. Please refer to Section 1.5 for further details relating to the proposed capital structure of the Company.
1. See Sections 1.1(b), 6.1 and 6.4 for further information. Of these Shares, 10,000,000 are expected to be escrowed by ASX for a period of 24 months following commencement of trading, and 5,000,000 are expected to be escrowed by ASX for a 12 month period.

Indicative Timetable Indicative Timetable

Note:

The above dates are indicative only and may change without notice. The Company reserves the right to amend the timetable at any time.

Investment Overview

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

Topic	Summary					More information
Introduction
Who is the Company and what does it do?	QEM Limited (ACN 167 966 770) (Company) is an Australian company incorporated on 10 February 2014 with the principal aim of exploring and developing a world-class vanadium and oil shale project in the Julia Creek area of North Western Queensland, Australia. The Company was previously known as 'Queensland Energy & Minerals	Section 2.1
	Limited' on 3 August 2018.	Pty Ltd' and converted to a public company and changed its name to 'QEM
What are the Company's projects?	The Company's sole project is the Julia Creek Project, which comprises three exploration permits (Tenements) covering 176km2 in the Julia Creek area of North Western Queensland, Australia, situated 655 km by road to the west of Townsville and 255 km east of the mining town of Mt Isa.					Section 2.4, Section 10 and Section 11
	Tenement	Area (km2 )	Status	Granted	Term
	EPM 25662	134.54	Granted	23/01/15	5 years
	EPM 25681	6.41	Granted	06/03/15	5 years
	EPM 26429	35.24	Granted	16/03/17	5 years
		The project area lies close to main infrastructure facilities and is intersected by the Flinders Highway and the Great Northern Railway line.
		Since incorporation and grant of tenure, the Company has actively explored the Julia Creek Project, which has resulted in the delineation of:
	(a)	with the JORC Code 2012; and			an Inferred Mineral Resource of 1,700 Mt @ 0.34% V2O5 in accordance
	(b)	a contingent petroleum resource estimate (3C) of 589 million barrels in accordance with the SPE-PRMS.
	It is important to note that at this stage, the vanadium Mineral Resource and oil shale Petroleum Resource stand on their own as there has been insufficient work completed by the Company to confirm that the vanadium Mineral Resource and oil shale Petroleum Resource can be extracted together.
	Whilst the Company's primary focus at the Julia Creek Project is on the strategic metal, vanadium, as noted above it has an advantageous by product in the form of oil, as the vanadium is itself hosted in the same rock. The Company's distinct advantage is the potential to extract two product lines from the single resource base.

Topic	Summary	More information
What is the Company's	An Investigating Accountant's Report is included in Section 4 which contains financial information for the Company.	Section 4
financial position?	The Board is satisfied that upon completion of the Offers, the Company will have sufficient working capital to meet its stated objectives.
	As is considered standard for junior exploration companies, in the past two full financial years and for the half year ended 31 December 2017, the Company's auditors noted an emphasis of matter with respect to the Company's ability to continue as a going concern. Completion of the Public Offer will ensure the Company is adequately funded for approximately two years post-admission to the ASX.
What is the proposed use of funds raised under the Offers?	The Company proposes to use the funds raised from the Offers to further develop its Tenements via a drilling programme and engineering, feasibility and geological studies, pay expenses of the Offers, and towards general administration fees and working capital.	Section 1.4
What is the proposed capital structure of the Company?	Following completion of the Offers under this Prospectus, the proposed capital structure of the Company is as set out in Section 1.5.	Section 1.5 and Section 2.5
What is the Company's strategy?	Following completion of the Offers under this Prospectus, the Company intends to focus on undertaking exploration and development activities on the Tenements. If the Company is unsuccessful with its exploration and development of the Julia Creek Project, the Company may seek to identify and investigate other value accretive mineral exploration and mining opportunities.	Section 2.6
Summary of key risks

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

Limited history The Company was incorporated on 10 February 2014 and therefore has limited operational and financial history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the Projects. Until the Company is able to realise value from the Projects, it is likely to incur operational losses.

Section 3.1(a)

Topic	Summary	More information
Future capital requirements	The Company has no operating revenue and is unlikely to generate any operating revenue unless and until the Project is successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Public Offer should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Prospectus.	Section 3.1(b)
	In order to successfully develop the Project and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Public Offer. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Public Offer price) or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.
	Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities including resulting in the Tenements being subject to forfeiture, and could affect the Company's ability to continue as a going concern.
	The Company may undertake additional offerings of Shares and of securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing Shareholders will be diluted.
No production revenues	At present, the Company is not generating any revenues. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company's operating expenses and capital expenditures may increase in subsequent years as additional consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company's projects are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which are beyond the Company's control.	Section 3.1(c)
	The Company expects to continue to incur losses unless and until such time as its Projects enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company's Project or other projects it acquires will require the commitment of substantial resources to conduct the time-consuming exploration and development activities. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

Topic	Summary	More information
Liquidity risk	Upon listing the Company anticipates its free float will be approximately 35% of issued share capital. This could be considered an increased liquidity risk as the issued capital will not be able to be traded freely for a period of time due to ASX escrow restrictions.	Section 3.1(d)
Title risk	At the date of this Prospectus, the Company has a registered legal interest in the Tenements. Interests in all tenements in Australia are governed by the respective state legislation and are evidenced by the granting of licenses or leases. Each license or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements if license conditions are not met or if insufficient funds are available to meet expenditure commitments.	Section 3.2(a)
Exploration and development risks	Mineral exploration and development is a high-risk undertaking. There can be no assurance that exploration of acquired projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company. The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its Project or new projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of its projects, a reduction in the cash reserves of the Company and possible relinquishment of part or all of its projects.	Section 3.2(b)

Topic	Summary	More information
Metals, oil and currency price volatility	The Company's ability to proceed with the development of its Project and benefit from any future mining or production operations will depend on market factors, some of which may be beyond its control. It is anticipated that any revenues derived from mining will primarily be derived from the sale of vanadium, and potentially, oil. Consequently, any future earnings are likely to be closely related to the price of these commodities and the terms of any off-take agreements that the Company enters into.	Section 3.2(f)
	Furthermore, the vanadium market is relatively small and difficult to enter. If the Company is unable to enter into offtake agreements for a substantive amount of its product at prices that allow the Company to be run profitably then this may adversely affect the financial performance of the Company.
	In addition to this, there is the threat of substitution of vanadium by other materials in the manufacture of high strength materials and other vanadium applications.
	The world market for minerals is subject to many variables and may fluctuate markedly. These variables include world demand for commodities that may be produced commercially in the future from the Company's Project, forward selling by producers and production cost levels in major mineral-producing regions. Minerals prices are also affected by macroeconomic factors such as general global economic conditions and expectations regarding inflation and interest rates. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.
	Commodities are principally sold throughout the world in US dollars. The Company's cost base will be payable in various currencies including Australian dollars and US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian dollar and the US dollar could have a materially adverse effect on the Company's operations, financial position (including revenue and profitability) and performance. The Company may undertake measures, where deemed necessary by the Board to mitigate such risks.
Resource estimates	Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend, to some extent, on interpretations, which may prove to be inaccurate.	Section 3.2(g)
	As noted in Section 2.4(e), there has been insufficient work completed by the Company 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). The Company 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 reported above 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.

Topic	Summary	More information
Native title and Aboriginal heritage risks	The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with native title in Australia and this may impact on the Company's operations and future plans.	Section 3.2(i)
	Native title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the native title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost its connection with the relevant land or waters. Native title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over native title to the extent of any inconsistency for the duration of the title.
	It is possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.
	Due to the customary nature of these agreements, the Directors consider the risk of not reaching agreements over native title with these potential claimants to be low. The enquiries undertaken have not uncovered anything to indicate that the granted Tenements have not been validly granted in compliance with the procedures set out in the Native Title Act.
	The Company must also comply with Aboriginal heritage legislation which (inter alia) makes it an offence for a person to damage or in any way alter an Aboriginal site.
	The absence of registered Aboriginal sites does not preclude the existence of Aboriginal sites located within the boundaries of the Tenements and the Company has reporting obligations in relation to any potential Aboriginal heritage sites that it discovers. Aboriginal sites may exist in the area of the Tenements that have not been recorded in the registers but remain fully protected under the relevant State and/or Commonwealth legislation. There is a risk that unregistered Aboriginal sites and objects may exist on the land the subject of the Tenements, the existence of which may preclude or limit mining or production activities in certain areas of the Tenements. Further, the disturbance of such sites and objects is likely to be an offence under the applicable legislation, exposing the Company to fines and other penalties.

Third party and land access risks Under State and Commonwealth legislation, the Company may be required to obtain the consent of and pay compensation to the holders of third party interests which overlay areas within the Tenements or future tenements granted to the Company, including native title claims, Aboriginal heritage sites and pastoral leases, prior to accessing or commencing any exploration or mining activities on the affected areas within the Tenements. Any delay in obtaining these consents may impact on the Company's ability to carry out exploration activities or mining within the affected areas or future tenements granted to the Company. Although the Company has budgeted for compensation payments, there is no guarantee that additional amounts may not be required. In circumstances where agreement cannot be reached, the matter may be ultimately resolved by court application.

However, the Company acknowledges that exploration success may result in extended work programs on the Tenements that may require further third party consents with respect to the native title and Aboriginal heritage processes and pastoralist activities. As part of the process of submitting a program of works for any ground disturbing activities, pastoralists and other third parties will be notified and the Company will work to minimise disturbance in relation to the proposed activities in accordance with applicable law. The Directors acknowledge that delays may be caused to commencement of exploration programs.

Further, as set out in the Solicitor's Report in Section 11, under relevant Queensland legislation licence holders are not permitted to enter 'restricted land' to undertake exploration activities unless each relevant owner or occupier for the restricted land has given written consent. 'Restricted land' is land that is within 200m of, for example, permanent buildings, areas used for aquaculture and certain types of farming activities, land within 50m of artesian wells, bores, dams or other water storage facilities. The Solicitor's Report notes that there has not been an assessment of whether there is any restricted land in the area of the Tenements. If there is restricted land on the Tenements, and the Company wishes to undertake exploration or development activities on that land, there is a risk that the owner or occupier of the land will not consent.

Topic Summary More information

Section 3.2(j)

Topic	Summary	More information
Environmental risk	The operations and proposed activities of the Company are subject to state and federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.	Section 3.2(l)
	The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.
	Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.
	Government authorities may, from time to time, review the environmental bonds that are placed on permits. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.
	Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.
	There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.
	Directors, Related Party Interest and Substantial Holders

Who are the		The Directors are:
Directors?	(a)	Mr John Foley – Non-Executive Chairman;
	(b)	Mr David Fitch – Executive Director;

(c)	Mr Daniel Harris – Non-Executive Director; and

	(d) Mr Benjamin Cooper – Non-Executive Director.
What benefits are being paid to the Directors?	Mr Fitch is employed by the Company as Executive Director pursuant to an agreement which provides for a salary of \$100,000 per year plus superannuation.	Section 6.2
	Messrs Foley, Harris and Cooper have entered into non-executive director letters of appointment with the Company pursuant to which they will receive remuneration of \$30,000 per annum each.
	In addition, an entity associated with Mr Harris is party to a consultancy agreement which provides for a consultancy fee of up to \$50,000 per annum plus GST for technical services.

"Corporate Directory" and Section 5.1

What interests do Directors have in the securities of the Company?

The Directors and their related entities hold the following interests in Securities in the Company as at the date of this Prospectus:

Directors	Shares
John Foley	884,299
David Fitch	22,486,473
Daniel Harris	Nil
Benjamin Cooper	Nil

Based on the intentions of the Directors at the date of this Prospectus in relation to the Offers, the Directors and their related entities (directly and indirectly) will have the following interests in Shares on Admission:

Directors	Shares	%
John Foley	884,299	0.9
David Fitch(a)	23,986,473	24
Daniel Harris	Nil	Nil
Benjamin Cooper(b)	4,000,000	4

(a) David Fitch has indicated his intention to subscribe for 1,500,000 shares under the Public Offer.

(b) Benjamin Cooper serves as Head of Corporate at Vested Equities, the Lead Manager. The Lead Manager has a convertible note which will convert into 10,000,000 Shares prior to listing, of which 4,000,000 will be issued to Mr Cooper as a nominee of Vested Equities. All of these Shares will be escrowed for 24 months by ASX. Details of the Lead Manager's convertible note are set out in Section 6.1.

What important contracts with		The Company has entered into the following related party transactions on arms' length terms:	Sections 5.8, 6.2 and 6.3
related parties is the Company a	(a)	letters of appointment or services agreements or consultancy agreements with each of its Directors on standard terms; and
party to?	(b)	deeds of indemnity, insurance and access with each of its Directors on standard terms.

Topic Summary More information

Section 5.6

Topic	Summary	More information
Director disclosures	Other than as detailed in their director profiles or as detailed below, no Director has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere, or been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer or within a 12 month period after they ceased to be an officer which is relevant or material to the performance of their duties as a Director or which is relevant to an investor's decision as to whether to subscribe for Shares. Mr Foley was a director of Citigold Corporation Limited when it paid a \$33,000 penalty after receiving an infringement notice from ASIC for an alleged failure to inform the market about revisions to its forecast gold	Sections 5.2 and 5.3
	production at its Charters Towers goldfield in Queensland. Mr Foley was a director of Slotmac Limited (In Liquidation) (an unlisted company) at the time liquidators were appointed in November 2015 upon an application by the Deputy Commissioner of Taxation. ASIC records indicate that unsecured creditors will not receive a return. Mr Foley has not been disqualified from acting as a director. Mr Foley is not aware of any ASIC investigation in respect of his time as a director at Slotmac.
	Mr Cooper is one of seven persons listed as a director of Proto Resources & Investments Limited (Administrators Appointed) and was appointed as part of a previous recapitalisation proposal in late 2014. Following the effectuation of a previous deed of company arrangement in January 2015, the company's secured creditor (a director related entity) withdrew financial support. As at the date of this Prospectus, there has been no finding that the company traded whilst insolvent from effectuation of the previous deed of company arrangement (i.e. Mr Cooper's appointment) to the present administrators' appointment. The company was removed from the official list of ASX in April 2017 partly due to a failure to adequately address various ASX queries, as noted in ASX's release dated 13 April 2017. Mr Cooper has not been disqualified from acting as a director.
Who will be the substantial holders of the Company?	Based on the information known as at the date of this Prospectus, on Admission the following entities will have an interest in 5% or more of the Shares on issue: (a) Entities associated with David Fitch – 24.0% (b) Greenwich Global Pty Ltd – 19.7%	Section 7.2
What are the Offers?
What are the Offers?	The Public Offer is for up to 25,000,000 fully paid ordinary shares in the Company to raise up to \$5,000,000 (before costs). The Shares being offered under the Public Offer will represent approximately 25% of the issued capital of the Company at Admission. The Conversion Offer is an offer of up to 20,000,000 Shares for the conversion of Convertible Notes on issue in the Company. The Shares being offered under the Conversion Offer will represent approximately 20% of the issued capital of the Company at Admission.	Section 1.1
What is the Public Offer Price?	\$0.20 per Share.	Section 1.1(a)

Topic	Summary	More information
What is the Minimum Subscription amount under the Public Offer?	The Public Offer is conditional on the Company raising at least \$5,000,000. None of the Shares offered under this Prospectus will be issued if Applications are not received for the Minimum Subscription. Should Applications for the Minimum Subscription not be received within three months from the date of this Prospectus, the Company will either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).	Section 1.2
Will the Shares be quoted?	The Company has applied to the ASX for its admission to the Official List and quotation of Shares on the ASX. Upon listing Shares are expected to be under the code "QEM".	Section 1.9
What is the purpose of the Public Offer?	The purpose of the Public Offer is to: (a) raise \$5,000,000 pursuant to the Public Offer (before associated costs of the Offers); (b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; and (c) position the Company to seek to achieve the objectives detailed in Section 2.	Section 1.3
What are the conditions of the Offers?	The Offers remain conditional upon the following events occurring: (a) the Company raising the Minimum Subscription, being \$5,000,000, under the Public Offer; and (b) ASX granting in-principle approval to admit the Company to the Official List on conditions which the Directors are confident can be satisfied. If these conditions are not satisfied then the Offers will not proceed and the Company will repay all Application Monies received under the Public Offer in accordance with the Corporations Act.	Section 1.2
Are there any escrow arrangements?	Yes, there are compulsory escrow arrangements under the ASX Listing Rules. None of the Shares issued pursuant to the Public Offer are expected to be restricted securities. As at the date of this Prospectus, the Company expects approximately 66,000,000 to be subject to up to 24 months' escrow.	Section 1.14
What is the Offers period?	An indicative timetable for the Offers is set out on page viii of this Prospectus.	"Indicative Timetable"
Are the Offers underwritten?	No, however Vested Equities has been appointed as the Lead Manager of the Public Offer.	Sections 1.15 and 6.1
Additional information
Will the Company be adequately funded after completion of the Public Offer?	The Board believes that the funds raised from the Public Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.	Section 1.4

Topic	Summary	More information
What rights and liabilities attach to the Shares?	All Shares issued under the Public Offer and Conversion Offer will rank equally in all respects with existing Shares on issue. The rights and liabilities attaching to the Shares are described in Section 7.1.	Section 7.1
Who is eligible to participate in the Offers?	The Public Offer is open to all investors with a registered address in Australia. The Conversion Offer is only open to holders of Convertible Notes. No action has been taken to register or qualify the Shares, or the Offers, or otherwise to permit the offering of the Shares, in any jurisdiction outside of Australia.	Sections 1.1(b) and 1.13
How do I apply for Shares under the Offers?	Applications for Shares under the Offers can be made using the relevant Application Form accompanying this Prospectus. The Application Form must be completed in accordance with the instructions set out on the form. Instructions for an online application facility are on the Application Form. Applications under the Public Offer must be for a minimum of 10,000 Shares (\$2,000). No brokerage, stamp duty or other costs are payable by applicants. Applicants wishing to provide Application Monies via BPAY should follow the instructions on the Application Form. Applicants providing Application Monies by cheque should make their cheque payable to 'QEM Limited' and should be crossed "Not Negotiable". All Application Monies will be paid into a trust account.	Sections 1.7 and 1.10
What is the allocation policy?	The Directors, in conjunction with the Lead Manager, will allocate Shares at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward. There is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the Closing Date.	Section 1.11
When will I receive confirmation that my Application has been successful?	It is expected that holding statements will be sent to successful applicants by post on or about 17 September 2018.	"Indicative Timetable"
What is the Company's dividend policy?	The Company does not expect to pay dividends in the near future as its focus will primarily be on exploration and development of the Project and future acquisitions. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances are given in relation to the payment of dividends, or that any dividends may attach franking credits.	Section 2.7
How can I find out more about the Prospectus or the Offers?	Questions relating to the Offers and the completion of an Application Form can be directed to the Company Secretary on +61 8 9481 0389.	Section 1.20

Details of the Offers Section 01

1.1 The Offers

(a) Public Offer

This Prospectus invites investors to apply for 25,000,000 Shares at an issue price of \$0.20 each to raise \$5,000,000 (before associated costs) (Public Offer).

The Public Offer is subject to a minimum subscription of \$5,000,000 (refer to Section 1.2 for further details).

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

Applications for Shares under the Public Offer must be made on the Application Form accompanying this Prospectus and received by the Company on or before the Closing Date. Persons wishing to apply for Shares under the Public Offer should refer to Section 1.7 for further details and instructions.

(b) Conversion Offer

This Prospectus also includes an offer to holders of Convertible Notes, under which the Company will issue:

(i) 10,000,000 Shares on conversion of convertible notes on issue to seed investors. The Company raised \$1,000,000 via the issue of the convertible notes which convert at \$0.10 per Share on the same day Shares are issued to applicants under the Public Offer (see Section 6.4 for further details); and
(ii) 10,000,000 Shares on conversion of a convertible note issued to the Lead Manager. The Company issued a convertible note as part consideration for services provided and to be provided by the Lead Manager related to the IPO. Further details are provided in Section 6.1.

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

Only holders of Convertible Notes (or nominees) may accept the Conversion Offer. Applications for Shares under the Conversion Offer must be made on the Application Form accompanying this Prospectus and received by the Company on or before the Closing Date. Convertible Note holders will be provided with a copy of this Prospectus and an Application Form and should follow the instructions on the Application Form.

No application monies are payable under the Conversion Offer.

1.2 Minimum Subscription

The minimum subscription under the Public Offer is \$5,000,000 (being 25,000,000 Shares) (Minimum Subscription), also being the full subscription.

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

1.3 Purpose of Prospectus

The purpose of this Prospectus is to:

(a) raise \$5,000,000 pursuant to the Public Offer (before associated costs of the Offers);
(b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; and
(c) position the Company to seek to achieve the objectives detailed in Section 2.

1.4 Proposed use of Funds

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

Source of funds	Full Subscription (\$)	Percentage of funds (%)
Existing cash as at the date of this Prospectus	480,000	8.8
Proceeds from Offer	5,000,000	91.2
Total funds available	5,480,000	100

The following table shows the intended use of funds up to 30 June 2020 following admission of the Company to the Official List:

	Full Subscription (\$)		Notes: 1. See Section 2.5 for further
Use of funds	A\$	%	information. 2. Expenses paid or payable by
Exploration and development expenditure on the Julia Creek Project1	2,760,000	50.4	the Company in relation to the Offers are set out in Section 7.5.
Estimated expenses of the Offers2	510,000	9.3
Director fees, consulting fees and staff wages	1,070,000	19.5
Administration expenses and working capital	1,140,000	20.8
Total Funds allocated	5,480,000	100

Shareholders should note that the above estimated expenditures will be subject to modification on an ongoing basis depending on the results obtained from the Company's activities. Due to market conditions, the development of new opportunities and/or any number of other factors (including the risk factors outlined in Section 3), actual expenditure levels may differ significantly from the above estimates.

The Board believes that the funds raised from the Public Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.

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

1.5 Capital Structure

On the basis that the Company completes the Offers on the terms in this Prospectus, the Company's capital structure will be as follows:

	No. of Shares (Full Subscription)	% of Shares	Notes: 1. See Sections 1.1(b),
Shares on issue as at the date of this Prospectus	55,000,000	55	6.1 and 6.4 for further information.
Shares issued under the Conversion Offer1	20,000,000	20
Shares issued under the Public Offer	25,000,000	25
Total	100,000,000	100

1.6 Forecasts

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

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

Refer to Sections 2.4 and 2.6 for further information with respect to the Company's proposed activities.

1.7 Applications

Applications for Shares under the Offers can be made using the relevant Application Form accompanying this Prospectus. The Application Form must be completed in accordance with the instructions set out on the form. Instructions for an online application facility are on the Application Form.

Applications under the Public Offer must be for a minimum of 10,000 Shares (\$2,000). No brokerage, stamp duty or other costs are payable by applicants.

Applicants wishing to provide Application Monies via BPAY should follow the instructions on the Application Form. Applicants providing Application Monies by cheque should make their cheque payable to 'QEM Limited' and should be crossed "Not Negotiable".

All Application Monies will be paid into a trust account.

If paying by cheque, completed Application Forms and accompanying cheques must be received by the Share Registry before 5.00pm WST on the Closing Date at the following address:

QEM Limited QEM Limited C/- Automic C/- Automic Level 29, 201 Elizabeth Street PO Box 2226

Sydney NSW 2000 Strawberry Hills NSW 2012

An Application Form completed and lodged in accordance with the instructions on the form, together with payment of Application Monies in the case of the Public Offer, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors' decision as to whether to treat such an Application as valid and how to construe amend or complete the Application Form is final; however an applicant will not be treated as having applied for more Shares than is indicated by the amount of Application Monies.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

The Offers may be closed at an earlier date and time at the discretion of the Directors, without prior notice. Applicants are therefore encouraged to submit their Application Forms as early as possible. However, the Company reserves the right to extend the Offer or accept late Applications.

1.8 CHESS and issuer sponsorship

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

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

1.9 ASX Listing and Official Quotation

The Company has applied to ASX for admission to the Official List and for the Shares, including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as restricted securities).

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

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

1.10 Application Monies to be held in trust

Application Monies will be held in trust for Applicants until the allotment of the Shares. Any interest that accrues will be retained by the Company. No allotment of Shares under this Prospectus will occur unless:

(a) the Minimum Subscription is achieved (refer to Section 1.2); and
(b) ASX grants conditional approval for the Company to be admitted to the Official List (refer to Section 1.9).

1.11 Allocation and issue of Shares

The Directors, in conjunction with the Lead Manager, will allocate Shares at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward.

There is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the Closing Date.

Subject to the matters in Section 1.9, Shares under the Offer are expected to be allotted on the Allotment Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

1.12 Risks

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

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

1.13 Overseas Applicants

No action has been taken to register or qualify the Shares, or the Offers, or otherwise to permit the public offering of the Shares, in any jurisdiction outside of Australia.

The distribution of this Prospectus within jurisdictions outside of Australia may be restricted by law and persons into whose possession this Prospectus comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws.

This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

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

1.14 Escrow arrangements

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

None of the Shares issued pursuant to the Public Offer are expected to be restricted securities. Of the Shares issued pursuant to the Conversion Offer, 10,000,000 are expected to be escrowed for a period of 24 months and 5,000,000 are expected to be escrowed for a period of 12 months.

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

As at the date of this Prospectus the Company expects approximately 66,000,000 Shares to be subject to escrow.

1.15 Underwriting

The Offer is not underwritten.

1.16 Lead Manager

Vested Equities has been appointed as Lead Manager to the Offer on the terms and conditions summarised in Section 6.1 of this Prospectus.

1.17 Withdrawal

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

1.18 Privacy disclosure

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess Applications for Shares, to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company's agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, Applications for Shares will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

1.20 Paper Copies of Prospectus

The Company will provide paper copies of this Prospectus (including any supplementary or replacement document) and the Application Form to investors upon request and free of charge. Requests for a paper copy should be directed to the Company Secretary on +61 8 9481 0389.

1.21 Enquiries

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

Questions relating to the Offers and the completion of an Application Form can be directed to the Company Secretary on +61 8 9481 0389.

Company Overview Section 02

2.1 Company and Business Overview

The Company was incorporated on 10 February 2014 as Queensland Energy & Minerals Pty Ltd, a proprietary company limited by shares, with the principal aim of exploring and developing a world-class vanadium and oil shale project in the Julia Creek area of North Western Queensland, Australia.

In June 2018, the Company's shareholders resolved to convert the Company to a public company limited by shares and change its name to 'QEM Limited' to enable the Company to pursue a listing on ASX, fast-track further exploration and development of the Julia Creek Project and achieve the business objectives set out in Section 2.6. ASIC gazetted the conversion of the Company to a public company limited by shares with the conversion and name change occurring on 3 August 2018.

The Company's sole project is the Julia Creek Project, which comprises three exploration permits covering 176km2 in the Julia Creek area of North Western Queensland, Australia. Further details of the Project are set out in Section 2.4 below, the Solicitor's Report (Section 11 of this Prospectus) and the Independent Geologist's Report (Section 10 of this Prospectus).

Since incorporation and grant of tenure, the Company has actively explored the Julia Creek Project, which has resulted in the delineation of:

(a) an Inferred Mineral Resource of 1,700 Mt @ 0.34% V2O5 in accordance with the JORC Code 2012; and
(b) a contingent petroleum resource estimate (3C) of 589 million barrels in accordance with the SPE-PRMS.

It is important to note that at this stage, the vanadium Mineral Resource and oil shale Petroleum Resource stand on their own as there has been insufficient work completed by the Company to confirm that the vanadium Mineral Resource and oil shale Petroleum Resource can be extracted together.

Whilst the Company's primary focus at the Julia Creek Project is on the strategic metal, vanadium, as noted above it has an advantageous by-product in the form of oil, as the vanadium is itself hosted in the same rock. The Company's distinct advantage is the potential to extract two product lines from the single resource base.

The Company intends to maintain the momentum in the development of the Project through the completion of pre-feasibility studies and advancing its knowledge of the most advanced process technologies available, to maximise shareholder value by seeking to develop a project that recovers both vanadium and oil.

The Board believes that the realisation of the Company's objectives will have global significance at current vanadium prices and are enthusiastic about the prospects for the Company.

2.2 Capital Structure of the Company

As at the date of this Prospectus, the capital structure of the Company, and particulars of its current Shareholders, is as follows:

Shareholder	Shares	% of current issued
		Share capital
David Fitch1	22,486,473	40.9
Greenwich Global Pty Ltd2	19,707,248	35.8
John Foley1	884,299	1.6
Non-related party Shareholders	11,921,980	21.7
Shares on issue as at the date of this Prospectus	55,000,000	100

1. David Fitch and John Foley are Directors and hold interests either directly or indirectly.

Greenwich Global Pty Ltd holds its shares as trustee for the Loyden Family Trust, of which founder and former managing director of the Company Mr Gavin Loyden is a beneficiary. Mr Loyden resigned as a director on 16 July 2018.

Refer to Section 7.1 for a summary of the rights attaching to the Shares.

The Company also has Convertible Notes on issue. These will automatically convert into 10,000,000 Shares at the same time Shares are issued under the Public Offer. For further details see Section 6.4.

2.3 Corporate Structure

The Company was incorporated on 10 February 2014 and has no subsidiaries.

2.4 Overview of the Julia Creek Project

The following section outlines a summary of the key details of Julia Creek Project. A comprehensive summary of regional geology, local geology and historical exploration pertaining to the Project is contained in the Independent Geologist's Report in Section 10. A comprehensive summary of the status of the Tenements comprising the Project can be found in the Solicitor's Report in Section 11.

(a) Tenements and Location

The Julia Creek Project comprises EPM 25662, EPM 25681 and EPM 26429 covering 176km2 and is located approximately 16km south-east of the Julia Creek township in north-west Queensland. 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.

Details relating to the status of the Julia Creek Project tenements are shown below. All three exploration permits were applied for directly by the Company.

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.

(b) Topography 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.

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

(c) Regional and economic geology

The Early Cretaceous Toolebuc Formation is the target geological horizon at the Julia Creek Project (see table below). The Toolebuc Formation is an early Cretaceous aged sedimentary unit that consists of a lower kerogenous shale (Oil Shale) and an upper interbedded limestone (coquina) and shale unit.

The Toolebuc Formation is part 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 km2.

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.

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 table below shows the stratigraphic units of the Eromanga Basin.

AGE		FORMATION AND DOMINANT LITHOLOGY
RECENT TERTIARY		Surficial deposits alluvium
	Unconformity
LATE		Winton Formation Shale, siltstone
CRETACEOUS		Mackunda Formation Siltstone, sandstone, minor shale
	ROLLING DOWNS GROUP	Allaru Mudstone Shale, minor siltstone, sandstone
		Toolebuc Formation Siltstone, marl
EARLY		Wallumbilla Formation. Coorikiana Ss Shale, minor sandstone
CRETACEOUS		Cadna-Owie Formation Wyandra Ss Mbr Shale, minor sandstone
		Murta Fm Hooray Sandstone sandstone+shale Sandstone, minor shale Namur Fm
		sandy shale/ss, minór shale
		Westbourne Formation Shale, siltstone/sandstone
		Adori Sandstone sandstone
EARLY		Birkhead Formation Shale, siltstone, coal
TO MIDDLE		Hutton Sandstone Sandstone, minor shale
JURASSIC		Poolawanna Formation
	Unconformity

(d) Exploration and development history

The earliest drilling within the Julia Creek area was conducted by Australian Aquitaine Petroleum Ltd in the late 1960s, 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) and later CSR Limited explored the area for both open-cut and underground oil shale and vanadium resources between 1970 and 1988.

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 Tenements. This work confirmed the base metal anomalism of the Toolebuc Formation in this area. In addition to vanadium, 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 and 1993 and drilled an additional five drillholes during that period. CRA compiled a database, completed summary reports on previous oil shale exploration 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 were above the projected long term oil price at that time.

The Company was granted tenure to two of the Project Tenements in early 2015 and completed a ten-hole exploration programme in August 2015. A total of 206 half metre core samples of the Toolebuc Formation were taken from the ten core holes, with average assays reported below demonstrating the potential for higher grade zones to be further explored, including one intercept of 0.74% V2O5 in hole QEM013. For a full list of assays see Appendix C to the Independent Geologist's Report in Section 10.

Hole	Strat. Unit	Average V2 O5 (wt%)	Highest V2 O5 Grade (wt%)
	CQL	0.42	0.52
QEM002	OSU	0.36	0.37
	OSL	0.38	0.43
	CQL	0.47	0.65
QEM010	OSU	0.36	0.41
	OSL	0.35	0.41
	CQL	0.44	0.47
QEM012	OSU	0.37	0.40
	OSL	0.25	0.33
	CQL	0.45	0.74
QEM013	OSU	0.34	0.35
	OSL	0.28	0.32

In November 2015, the Company declared a maiden Inferred Mineral Resource for the Julia Creek Project of 1,326 Mt @ 0.36% V2O5. The resource estimate was based on the 10 drill holes drilled in 2015 on EPM 25662 and EPM 25681, in addition to the 6 drill holes completed on the tenements previously by CSR Pty Ltd.

In June 2016, the Company undertook a scoping study for the Julia Creek Project. The scoping study, which focussed only on the inferred vanadium resource, was positive and indicated that there may be opportunity to gain additional value from the orebody through the conversion of oil shale into oil and oil products. The study warranted the Company move forward with further exploration and test work.

Accordingly, the Company then turned its attention to metallurgical and mineralogical test work designed to define the most effective process for extraction of vanadium from the coquina and upper oil shale units of the then resource.

The Company engaged with Griffith University in Queensland and their partners in China, Xian University, to conduct research on the use of a supercritical water process on test samples from the Julia Creek Project. The research was carried out to investigate the potential of using this technology to produce either hydrogen gas or liquid fuels from the oil shale. Although these initial tests proved the technical potential for such a process, further investigation into the economic viability is still required.

In late 2017, the Company undertook further work to determine the effectiveness of beneficiation techniques and to study the various process routes available for possible vanadium pentoxide extraction. Various metallurgical tests were conducted on two 4C core holes of Julia Creek ore as part of this work. The tests included head characterisation, size by assay analysis, flotation, magnetic separation, roasting and leaching tests using acids and alkalis.

As a result of that work, and with vanadium prices at under USD\$6.00/lb (V2O5 Vanadium Pentoxide Flake 98%) at the time (as at 26 July 2018 the vanadium price was USD\$18.90/lb), it was concluded that an integrated processing methodology should be investigated, to take advantage of the oil shale component of the inferred vanadium resource.

In pursuit of exploring for suitable integrated processing, in June 2018 the Company entered into a memorandum of understanding with Petroteq Energy Inc. (TSX-V: PQE) to perform laboratory and bench testing for oil extraction (Preliminary Testing) on sample ore from its Julia Creek Project. Petroteq have developed a process of extracting heavy oil from oil sands and oil shales, which has been proven at its facility in Utah, in what the Company understands to be the world's first environmentally friendly oil sands extraction plant, which has

successfully produced 10,000 barrels of oil and sold this into the market.

A two-hole drilling program was conducted in early June 2018 for the purpose of obtaining oil shale samples for the Preliminary Testing. These samples have been dispatched to the USA for oil extraction studies. The extracted oil will then be analysed for oil properties at a laboratory in the USA.

The purpose of the Preliminary Testing is to determine:

(i) compatibility for use of the technology at the Julia Creek Project to extract oil from oil shale; and
(ii) the efficacy of the technology as it relates to the Julia Creek Project.

Should the Preliminary Testing be successful, the Company and Petroteq will use all reasonable endeavours to enter into a license agreement on mutually agreed terms.

The Company continues to develop its knowledge of the most advanced process technologies available, with the objective of finding suitable technology that reduces vanadium production costs with oil credits to maximise shareholder value.

(e) Mineral Resource and Petroleum Resource estimates

In March 2018, a resource upgrade was conducted by Measured Group Pty Ltd, with a revised Inferred Mineral Resource estimate of 1,700Mt @ 0.34% V2O5 declared for the Julia Creek Project as per the table below.

Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Insitu Density (gm/cc)	V2 O5 (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.

In addition, within the same 1,700Mt, Measured Group estimated an unrisked 3C Contingent Oil Resource of 589 MMbbls using a 0.9 recovery factor per the table below. 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.

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.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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 vanadium Mineral Resource and oil shale Petroleum Resource are hosted by, and co-located within, the Toolebuc Formation and previous work confirms there exists a strong positive correlation between vanadium and oil grade.

At this stage, however, there has been insufficient work completed by the Company 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). As noted above, the Company 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 reported above 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.

For full details of the Inferred Mineral Resource and Contingent Resource estimates, including JORC Table 1 disclosure for the Inferred Mineral Resource and Listing Rule disclosures for the Contingent Resource, see the Independent Geologist's Report at Section 10.

(f) Planned exploration and development work

With funds raised from the Public Offer, the Company intends to undertake the following work on the Julia Creek Project:

(i) infill drilling to provide additional information required to increase geological confidence and provide a basis for the Company to complete feasibility studies;
(ii) surface mapping and line of oxidation 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;
(iii) topography survey to allow a more reliable geology model and support future feasibility studies;
(iv) metallurgical testing to investigate costs and recovery factors associated with the recovery of oil, vanadium and any other potential base metal bi-products;
(v) environmental studies; and
(vi) advance investigations into processing options.

2.5 Proposed exploration and development budgets

The Company proposes to fund its intended exploration activities as outlined in the table below from the proceeds of the Offers. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration and studies undertaken. Subject to the above, the following budget is proposed which takes into account the Company's proposed expenditure up to 30 June 2020.

As budgeted below, the Company's exploration expenditure will exceed the expenditure requirements for each of the Tenements (see Section 11 for further details):

Exploration activities – Julia Creek Project	Total (\$)
Drilling Programme	480,000
Engineering and Feasibility Studies	1,240,000
Environmental	708,500
Geology and Geophysical Surveys	228,000
Statutory Compliance	103,500
TOTAL	2,760,000

2.6 Business model

The Company's main objective is to provide a return to Shareholders through the successful exploration for and development of vanadium and oil shale resources.

In seeking to achieve its objective, the Company's business model will be to:

(a) analyse and interrogate previous exploration data to determine high priority targets for future exploration;
(b) undertake further drilling to provide additional information required to increase geological confidence;
(c) conduct metallurgical testing to investigate costs and recovery factors associated with the recovery of oil, vanadium and any other potential base metal bi-products;
(d) advance investigations into processing options;
(e) conduct environmental studies on the Julia Creek Project area;
(f) complete feasibility studies on all aspects of project development to assess the economic viability of development; and
(g) expand its footprint in the Julia Creek Project area.

If the Company is unsuccessful with its exploration and development of the Julia Creek Project, the Company may seek to identify and investigate other value accretive mineral exploration and mining opportunities. If and when a viable investment opportunity is identified, the Board may elect to acquire or exploit such opportunity by way of acquisition, joint venture, and/or earn-in arrangement which may involve the payment of consideration in cash, equity or a combination of both. The Board will assess the suitability of investment opportunities by utilising its experience in evaluating projects. There are uncertainties in the process of identifying and acquiring new and suitable projects.

2.7 Dividend policy

The Company does not expect to pay dividends in the near future as its focus will primarily be on exploration and development of the Project and future acquisitions.

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

Risk Factors Section 03

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

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

3.1 Risks specific to the Company

(a) Limited history

The Company was incorporated on 10 February 2014 and therefore has limited operational and financial history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the Project. Until the Company is able to realise value from the Project (or other assets acquired), it is likely to incur operational losses.

(b) Future capital requirements

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

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

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

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

(c) No Production Revenues

At present, the Company is not generating any revenues as at the date of this Prospectus. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company's operating expenses and capital expenditures may increase in subsequent years as additional consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company's projects are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which are beyond the Company's control.

The Company expects to continue to incur losses unless and until such time as its Projects enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company's Project or other projects it acquires will require the commitment of substantial resources to conduct the time-consuming exploration and development activities. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

(d) Liquidity risk

Upon listing the Company anticipates its free float will be approximately 35% of issued share capital. This could be considered an increased liquidity risk as the issued capital will not be able to be traded freely for a period of time due to ASX escrow restrictions.

(e) Insurance and Uninsured Risks

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

3.2 Exploration and Mining Industry Risks

(a) Title risk

At the date of this Prospectus, the Company has a registered legal interest in the Tenements.

Interests in all tenements in Australia are governed by the respective state legislation and are evidenced by the granting of licenses or leases. Each license or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements if license conditions are not met or if insufficient funds are available to meet expenditure commitments.

(b) Exploration and development risks

Mineral exploration and development is a high-risk undertaking. There can be no assurance that exploration of acquired projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

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

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

(c) Operating risk

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

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

(d) Metallurgy

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

(i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;
(ii) developing an economic process route to produce a metal and/or concentrate; and
(iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

(e) Payment obligations

Pursuant to the licences comprising the Company's Project, the Company will become subject to payment and other obligations. In particular, licence holders are required to expend the funds necessary to meet the minimum work commitments attaching to the Tenements. Failure to meet these work commitments may render the licence subject to forfeiture or result in the holders being liable for fees. Further, if any contractual obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in dilution or forfeiture of the Company's interest in its projects.

(f) Metals, oil and currency price volatility

The Company's ability to proceed with the development of its Project and benefit from any future mining or production operations will depend on market factors, some of which may be beyond its control. It is anticipated that any revenues derived from mining will primarily be derived from the sale of vanadium, and potentially, oil. Consequently, any future earnings are likely to be closely related to the price of these commodities and the terms of any off-take agreements that the Company enters into.

Furthermore, the vanadium market is relatively small and difficult to enter. If the Company is unable to enter into offtake agreements for a substantive amount of its product at prices that allow the Company to be run profitably then this may adversely affect the financial performance of the Company.

In addition to this, there is the threat of substitution of vanadium by other materials in the manufacture of high strength materials and other vanadium applications.

The world market for minerals is subject to many variables and may fluctuate markedly. These variables include world demand for commodities that may be produced commercially in the future from the Company's Project, forward selling by producers and production cost levels in major mineral-producing regions. Minerals prices are also affected by macroeconomic factors such as general global economic conditions and expectations regarding inflation and interest rates. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

Commodities are principally sold throughout the world in US dollars. The Company's cost base will be payable in various currencies including Australian dollars and US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian dollar and the US dollar could have a materially adverse effect on the Company's operations, financial position (including revenue and profitability) and performance. The Company may undertake measures, where deemed necessary by the Board to mitigate such risks.

(g) Resource estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend, to some extent, on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation different from those predicted by past sampling and drilling, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could have either a positive or negative effect on the Company's operations.

As noted in Section 2.4(e), there has been insufficient work completed by the Company 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). The Company 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 reported 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.

(h) Competition risk

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

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

(i) Native title and Aboriginal heritage risks

The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with native title in Australia and this may impact on the Company's operations and future plans.

Native title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the native title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost its connection with the relevant land or waters. Native title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over native title to the extent of any inconsistency for the duration of the title.

It is possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Due to the customary nature of these agreements, the Directors consider the risk of not reaching agreements over native title with these potential claimants to be low. The enquiries undertaken have not uncovered anything to indicate that the granted Tenements have not been validly granted in compliance with the procedures set out in the Native Title Act.

The Company must also comply with Aboriginal heritage legislation which (inter alia) makes it an offence for a person to damage or in any way alter an Aboriginal site.

The absence of registered Aboriginal sites does not preclude the existence of Aboriginal sites located within the boundaries of the Tenements and the Company has reporting obligations in relation to any potential Aboriginal heritage sites that it discovers. Aboriginal sites may exist in the area of the Tenements that have not been recorded in the registers but remain fully protected under the relevant State and/or Commonwealth legislation. There is a risk that unregistered Aboriginal sites and objects may exist on the land the subject of the Tenements, the existence of which may preclude or limit mining or production activities in certain areas of the Tenements. Further, the disturbance of such sites and objects is likely to be an offence under the applicable legislation, exposing the Company to fines and other penalties.

(j) Third party and land access risks

Under State and Commonwealth legislation, the Company may be required to obtain the consent of and pay compensation to the holders of third party interests which overlay areas within the Tenements or future tenements granted to the Company, including native title claims, Aboriginal heritage sites and pastoral leases, prior to accessing or commencing any exploration or mining activities on the affected areas within the

Tenements. Any delay in obtaining these consents may impact on the Company's ability to carry out exploration activities or mining within the affected areas or future tenements granted to the Company. Although the Company has budgeted for compensation payments, there is no guarantee that additional amounts may not be required. In circumstances where agreement cannot be reached, the matter may be ultimately resolved by court application.

(k) Overlapping interest

Approximately 55% of the area of EPM 26429 is overlapped by an application for a geothermal exploration tenement held by LGE Operating Company Pty Ltd (Overlap Area). As noted in the Independent Geologist's Report at Section 10, EPM 26429 has access to sub-cropping Toolebuc Formation and is a logical location for a boxcut to establish a lower ratio mining area. The geothermal exploration application was lodged on 27 June 2014 and is yet to be granted. If the application is granted, the Company cannot carry out exploration activities within the Overlap Area if:

(i) carrying out the activity adversely affects the carrying out of an authorised activity for the geothermal exploration tenement; and
(ii) the authorised activity for the geothermal exploration tenement has already started.

(l) Environmental risk

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

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

Government authorities may, from time to time, review the environmental bonds that are placed on permits. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

3.3 General Risks

(a) General economic climate

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

(b) Policies and legislation

Any material adverse changes in government policies or legislation of Queensland or federally, or any other country that the Company may in the future have an economic interest, may affect the viability and profitability of the Company.

(c) Negative publicity may adversely affect the Share price

Any negative publicity or announcement relating to any of the Company's substantial Shareholders, key personnel or activities may adversely affect the stock performance of the Company, whether or not this is justifiable. Examples of such negative publicity or announcements may include involvement in legal or insolvency proceedings, failed attempts in takeovers, joint ventures or other business transactions.

(d) Stock market conditions

As with all stock market investments, there are risks associated with an investment in the Company. Share prices may rise or fall and the price of Shares might trade below or above the Offer Price. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares, regardless of Company's operational performance.

General factors that may affect the market price of Shares include without limitation economic conditions in both Australia, the United States and internationally, investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

3.4 Speculative investment

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

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

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

Investigating Accountant's Report Section 04

30 July 2018

The Directors Queensland Energy & Minerals Pty Ltd Level 11 216 St Georges Terrace PERTH WA 6000

Dear Board of Directors

Independent Limited Assurance Report on Queensland Energy & Minerals Pty Ltd Historical and Pro forma Financial Information

We have been engaged by Queensland Energy & Minerals Pty Ltd ("QEM" or "the Company") to prepare this Independent Limited Assurance Report ("Report") in relation to certain financial information of QEM for inclusion in the Prospectus. The Company is presently completing the process to convert to a public company limited by shares and change its name to QEM Limited. The Prospectus is issued for the purposes of raising \$5,000,000 (before associated costs); assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules as part of the Company's application of admission to the Official List.

Broadly, the Prospectus (or "the document") will raise \$5,000,000 through the minimum issue of 25,000,000 Shares at an issue price of \$0.20 per Share.

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

Scope

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

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

You have requested Bentleys to review the following historical financial information (together the "Historical Financial Information") of QEM included in the Prospectus:

The audited historical Statements of Profit or Loss and Other Comprehensive Income for the years ended 30 June 2016, 30 June 2017 and the half year ended 31 December 2017;
The reviewed historical Statement of Profit or Loss and Other Comprehensive Income for the half year ended 31 December 2016;
The audited historical Statements of Cashflows for the years ended 30 June 2016, 30 June 2017 and the half year ended 31 December 2017;
The reviewed historical Statement of Cashflows for the half year ended 31 December 2016; and
The audited historical Statements of Financial Position as at 30 June 2016, 30 June 2017 and 31 December 2017.

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principals contained in Australian Accounting Standards and the company's adopted accounting policies. The Historical Financial Information of QEM has been extracted from the financial reports for the years ended 30 June 2016, 30 June 2017 and 31 December 2017, which were audited by Bentleys in accordance with Australian Auditing Standards. Bentleys issued unmodified audit opinions for each of the financial reports with a material uncertainty related to going concern. The half year financial report for the period ended 31 December 2016 was reviewed by Bentleys in accordance with Australian Standards on Review Engagements. Bentleys issued an unmodified review conclusion with a material uncertainty related to going concern.

Pro Forma historical financial information

You have requested Bentleys to review the pro forma historical Statement of Financial Position as at 31 December 2017 referred to as "the pro forma historical financial information."

The pro forma historical financial information has been derived from the historical financial information of QEM, after adjusting for the effects of the subsequent events and pro forma adjustments described in note 2 of section 4.7 of the document. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in section note 2 of section 4.7 of the document, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the company's actual or prospective financial position or financial performance.

The pro-forma historical financial information has been prepared by adjusting the statement of financial position of QEM as at 31 December 2017 to reflect the financial effects of the following subsequent events which have occurred in the period since 31 December 2017:

(a) During February 2018, Queensland Energy & Minerals Pty Ltd issued convertible notes to the value of \$15,000;
(b) During April 2018 the convertible note holders totalling \$105,000 agreed to rescind their debt and replace with a subscription agreement for a total of 489 ordinary shares (pre-share split), which was then subdivided to 1,047,026 based on the subsequent share division outlined in note 2(c);
(c) On 20 June 2018 the Company obtained shareholder approval to convert 100 Class B shares to ordinary shares and do an approximately 1 for 2,141 share subdivision. The total number of shares on issue following the conversion and subdivision of capital is 55,000,000;
(d) During April 2018, the Company raised \$1,000,000 (before costs of \$60,000) through the issue of convertible notes with a conversion price of \$0.10 per share, which will convert into 10 million ordinary shares upon listing;
(e) During May 2018 the Company issued a convertible note with a face value of \$440,000 with a conversion price of \$0.044 per share to lead manager Vested Equities for services provided and to be provided in relation to the Company's initial public offering (IPO), which will convert into 10 million ordinary shares. The fair value of this instrument is deemed to be the IPO price being \$0.20 and as such have been reflected as a share based payment with a fair value of \$2 million, which has been allocated between capital raising costs and corporate advisory services of \$625,000 and \$1,375,000 respectively;
(f) Subsequent to 31 December 2017, operational expenses totalling approximately \$460,000 have been incurred as of the date of this report;

and the following pro forma transactions which are yet to occur, but are proposed to occur following completion of the capital raising:

(g) The issue of 25,000,000 ordinary shares at \$0.20 per share to raise \$5,000,000 before costs of \$510,000; and
(h) The conversion of the convertible notes outlined in notes 2 (d) and (e) will convert to 20,000,000 ordinary shares on successful listing on the ASX.

Directors' responsibility

The directors of QEM are responsible for the preparation of the historical financial information and pro forma historical financial information, including the selection and determination of pro forma adjustments made to the historical financial information and included in the pro forma historical financial information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of historical financial information and pro forma historical financial information that are free from material misstatement, whether due to fraud or error.

Our responsibility

Our responsibility is to express limited assurance conclusions on the historical financial information and pro forma historical financial information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

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

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

Historical Financial Information

Conclusions

Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the historical financial information for QEM comprising:

The historical Statements of Profit or Loss and Other Comprehensive Income for the years ended 30 June 2016, 30 June 2017 and the half years ended 31 December 2016 and 31 December 2017;
The historical Statements of Cashflow for the years ended 30 June 2016, 30 June 2017 and the half years ended 31 December 2016 and 31 December 2017; and
The historical Statements of Financial Position as at 30 June 2016, 30 June 2017 and 31 December 2017;

is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section 4 of the document.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma historical financial information comprising the Statement of Financial Position as at 31 December 2017 is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in note 1 of section 4.7 of the document.

Restriction on Use

Without modifying our conclusions, we draw attention to section 4.1 of the Prospectus, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

Consent

Bentleys has consented to the inclusion of this Independent Limited Assurance Report in this disclosure document in the form and context in which it is so included (and at the date hereof, this consent has not been withdrawn), but has not authorised the issue of the disclosure document. Accordingly, Bentleys makes no representation or warranties as to the completeness and accuracy of any information contained in this disclosure document, and takes no responsibility for, any other documents or material or statements in, or omissions from, this disclosure document.

Liability

The Liability of Bentleys Audit & Corporate (WA) Pty Ltd is limited to the inclusion of this report in the Prospectus. Bentleys Audit & Corporate (WA) Pty Ltd makes no representation regarding, and takes no responsibility for any other statements, or material in, or omissions from the Prospectus.

Declaration of Interest

Bentleys Audit & Corporate (WA) Pty Ltd does not have any interest in the outcome of this transaction or any other interest that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Bentleys Audit & Corporate (WA) Pty Ltd will receive normal professional fees for the preparation of the report.

Yours faithfully

DOUG BELL CA Partner

Financial Information

4.1 Introduction

This section sets out the Historical Financial Information of Queensland Energy & Minerals Pty Ltd ("QEM" or "the Company"). The Company is presently completing the process to convert to a public company limited by shares and change its name to QEM Limited. The Directors are responsible for the inclusion of all Financial Information in the Prospectus. The purpose of the inclusion of the Financial Information is to illustrate the effects of the Initial Public Offering ("IPO") of QEM. Bentleys Audit & Corporate (WA) Pty Ltd ("Bentleys") has prepared an Independent Limited Assurance Report in respect to the Historical Financial Information and the Pro Forma Historical Financial Information. A copy of this report, within which an explanation of the scope and limitation of Bentleys' work is set out in section 4.

All information present in this Section should be read in conjunction with the balance of this Prospectus, including the Independent Limited Assurance Report in Section 4.

4.2 Basis and method of preparation

The historical financial information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and the accounting policies adopted by QEM as detailed in note 1 of section 4.7. The pro forma financial information has been derived from the historical financial information and assumes the completion of the pro forma adjustments as set out in Note 2 of section 4.7 as if those adjustments had occurred as at 31 December 2017.

The financial information contained in this section of the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are provided in a financial report prepared in accordance with the Corporations Act and Australian Accounting Standards and Interpretations.

The historical financial information comprises the following (collectively referred to as the Historical Financial Information):

The historical Statements of Profit or Loss and Other Comprehensive Income for the years ended 30 June 2016, 30 June 2017 and the half years ended 31 December 2016 and 31 December 2017 for QEM;
The historical Statements of Financial Position as at 30 June 2016, 30 June 2017 and 31 December 2017 of QEM
The historical Statements of Cash Flows for the years ended 30 June 2016, 30 June 2017 and the half years ended 31 December 2016 and 31 December 2017 for QEM

The pro forma financial information comprises (collectively referred to as the Pro Forma Financial Information):

The pro forma statement of financial position as at 31 December 2017, prepared on the basis that the pro forma adjustments and subsequent events detailed in Note 2 had occurred as at 31 December 2017; and
the notes to the pro forma financial information,

(collectively referred to as the Financial Information).

The Historical Financial Information of QEM has been extracted from the financial reports for the years ended 30 June 2016 and 30 June 2017 and the half years ended 31 December 2016 and 31 December 2017. The financial reports for the years ended 30 June 2016 and 30 June 2017 and half year ended 31 December 2017 were audited by Bentleys in accordance with Australian Auditing Standards. Bentleys have issued unqualified audit opinions with a material uncertainty related to going concern for each of the periods audited as a result of a material uncertainty surrounding the ability of the entity to continue as a going concern in the event the IPO does not proceed. The half year financial report for the period ended 31 December 2016 was reviewed by Bentleys in accordance with Australian Standards on Review Engagements. Bentleys have issued an unqualified review conclusion with a material uncertainty related to going concern surrounding the ability of the entity to continue as a going concern in the event the IPO does not proceed.

4.3 Historical statements of profit or loss and other comprehensive income

QEM	Audited*	Reviewed*	Audited*	Audited*
	31 Dec 2017	31 Dec 2016	30 June 2017	30 June 2016
	6 Months	6 Months	12 Months	12 Months
	\$		\$	\$
Revenue	4	7,367	99,808	146,597
Corporate expenses	(33,832)	(6,701)	(36,390)	(13,204)
Exploration expenditure	(109,477)	(359,319)	(484,770)	(464,124)
Other expenses	(8,182)	(43,775)	(55,919)	(17,535)
Loss before income tax expense	(151,487)	(402,428)	(477,271)	(348,266)
Income tax expense	-		-	-
Loss after income tax relating to
continuing operations	(151,487)	(402,428)	(477,271)	(348,266)
Other comprehensive income for the
period, net of tax	-		-	-
Total comprehensive loss	(151,487)	(402,428)	(477,271)	(348,266)

* Please refer to Section 4.2 with respect to the audit opinions/review conclusion issued by Bentleys on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 4.7 and the Independent Limited Assurance Report in Section 4.

4.4 Historical statements of financial position

Queensland Energy & Mining Pty Ltd	Audited* 31 Dec 2017	Audited* 30 June 2017	Audited* 30 June 2016
	\$	\$	\$
Current assets
Cash & cash equivalents	15,124	28,674	104,741
Trade & other receivables	4,292	97,258	148,070
Total current assets	19,416	125,932	252,811
TOTAL ASSETS	19,416	125,932	252,811
Current liabilities
Trade & other payables	84,061	39,090	47,300
Borrowings	90,000	90,000	-
Total current liabilities	174,061	129,090	47,300
TOTAL LIABILITIES	174,061	129,090	47,300
NET ASSETS / (LIABILITIES)	(154,645)	(3,158)	205,511
EQUITY
Issued capital	1,023,921	1,023,921	755,319
Accumulated losses	(1,178,566)	(1,027,079)	(549,808)
TOTAL EQUITY	(154,645)	(3,158)	205,511

* Please refer to Section 4.2 with respect to the audit opinions issued by Bentleys on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 4.7 and the Independent Limited Assurance Report in Section 4.

4.5 Historical statements of cash flows

Queensland Energy & Mining Pty Ltd	Audited* 31 Dec 2017 6 Months \$	Reviewed* 31 Dec 2016 6 Months	Audited* 30 June 2017 12 months \$	Audited* 30 June 2016 12 months \$
CASH FLOWS FROM OPERATING
ACTIVITIES
Payments to suppliers	(106,061)	(190,551)	(318,741)	(448,032)
Interest received	4	367	563	1,486
Grants received	92,507	152,111	152,111	-
Total Cash Flows from Operating
Activities	(13,550)	(38,073)	(166,067)	(446,546)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares	-		-	194,718
Proceeds from convertible notes	-	90,000	90,000	-
Net Cash Flows from Financing
Activities	-	90,000	90,000	194,718
Net increase/(decrease) in cash held	(13,550)	51,927	(76,067)	(251,828)
Cash and cash equivalents at the
beginning of the year	28,674	104,741	104,741	356,569
Cash and cash equivalents at the end
of the year/period	15,124	156,668	28,674	104,741

4.6 Historical and Pro-forma statements of financial position

		QEM
			Pro forma
			Subsequent
		31 December	Event	Pro forma	Pro forma
	Notes	2017	Adjustment	Adjustments	balance
		\$	\$	\$	\$
Current assets
Cash & cash equivalents	3	15,124	495,000	4,490,000	5,000,124
Trade & other receivables		4,292	-	-	4,292
Total current assets		19,416	495,000	4,490,000	5,004,416

TOTAL ASSETS		19,416	495,000	4,490,000	5,004,416

Current liabilities
Trade & other payables		84,061	-	-	84,061
Borrowings	4	90,000	910,000	(1,000,000)	-
Total current liabilities		174,061	910,000	(1,000,000)	84,061

TOTAL LIABILITIES		174,061	910,000	(1,000,000)	84,061

NET ASSETS		(154,645)	(415,000)	5,490,000	4,920,355

EQUITY
Issued capital	5a	1,023,921	(580,000)	7,490,000	7,933,921
Reserves	5b	-	2,000,000	(2,000,000)	-
Accumulated losses	6	(1,178,566)	(1,835,000)	-	(3,013,566)
TOTAL EQUITY		(154,645)	(415,000)	5,490,000	4,920,355

4.7 Notes to and Forming Part of the Historical Financial Information

Note 1: Summary of significant accounting policies

(a) Basis of Accounting

The historical financial information has been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act 2001.

The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of selected non-current assets, financial assets and financial liabilities. Cost is based on the fair values of the consideration given in exchange for assets.

The preparation of the Statement of Financial Position requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Statement of Financial Position are disclosed where appropriate.

The pro forma Statement of Financial Position as at 31 December 2017 represents the reviewed financial position and adjusted for the transactions discussed in Note 2 to this report. The Statement of Financial Position should be read in conjunction with the notes set out in this report.

(b) Going Concern

The financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realization of assets and the settlement of liabilities in the normal course of business.

The entity's ability to continue as a going concern is dependent on the success of the Public Offer. The Directors believe that the entity will continue as a going concern. As a result, the financial information has been prepared on a going concern basis. However, should the Public Offer be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the recoverability and classification of liabilities that might be necessary should the entity not continue as a going concern.

(c) Exploration and Evaluation Assets

Exploration and evaluation expenditure, including the costs of acquiring tenements, are expensed as incurred.

Expensing exploration and evaluation expenditure as incurred is irrespective of whether or not the Board believe expenditure could be recouped from either a successful development and commercial exploitation or sale of the respective assets.

(d) Cash and Cash Equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Bank overdrafts also form part of cash equivalents for the purpose of the statement of cash flows and are presented within current liabilities on the balance sheet.

(e) Issued Capital

Ordinary shares are classified as equity.

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

(f) Trade and Other Payable

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

(g) Revenue and Other Income

Revenue is recognised when the amount of the revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the entity and specific criteria relating to the type of revenue as noted below, has been satisfied.

Revenue is measured at the fair value of the consideration received or receivable and is presented net of returns, discounts and rebates.

(h) Interest Revenue

Interest revenue is recognised using the effective interest rate method.

All revenue is stated net of the amount of goods and services tax.

(i) Income Tax

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

(j) Goods and Services Tax ("GST")

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office ("ATO").

Receivables and payables are stated inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables in the statement of financial position.

(k) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current.

(l) Comparative Amounts

Comparatives are consistent with prior years, unless otherwise stated.

Note 2: Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information

(a) During February 2018, QEM issued convertible notes to the value of \$15,000;
(b) During April 2018 the convertible note holders totalling \$105,000 agreed to rescind their debt and replace with a subscription agreement for a total of 489 ordinary shares (pre-share split), which was then subdivided to 1,047,026 based on the subsequent share division outlined in note 2(c);
(c) On 20 June 2018 the Company obtained shareholder approval to convert 100 Class B shares to ordinary shares and do an approximately 1 for 2,141 share subdivision. The total number of shares on issue following the conversion and subdivision of capital is 55,000,000;
(d) During April 2018, the Company raised \$1,000,000 (before costs of \$60,000) through the issue of convertible notes with a conversion price of \$0.10 per share, which will convert into 10 million ordinary shares upon listing;
(e) During May 2018 the Company issued a convertible note with a face value of \$440,000 with a conversion price of \$0.044 per share to lead manager Vested Equities for services provided and to be provided in relation to the Company's initial public offering (IPO), which will convert into 10 million ordinary shares. The fair value of this instrument is deemed to be the IPO price being \$0.20 and as such have been reflected as a share based payment with a fair value of \$2,000,000, which has been allocated between capital raising costs and corporate advisory services of \$625,000 and \$1,375,000 respectively;
(f) Subsequent to 31 December 2017, operational expenses totalling approximately \$460,000 have been incurred as of the date of this report;

and the following pro forma transactions which are yet to occur, but are proposed to occur following completion of the capital raising:

(g) The issue of 25,000,000 ordinary shares at \$0.20 per share to raise \$5,000,000 before costs of \$510,000;
(h) The conversion of the convertible notes outlined in notes 2 (d) and (e) will convert to 20,000,000 ordinary shares on successful listing on the ASX

Note 3: Cash & Cash equivalents

	Pro forma after IPO
Cash and cash equivalents	\$ 5,000,124

Audited balance as at 31 December 2017	15,124

Subsequent events:
Proceeds from issue of Convertible Notes	15,000
Proceeds from issue of Convertible Notes	1,000,000
Less capital raising costs	(60,000)
Less costs incurred since 31 December 2017	(460,000)
Total	495,000
Pro-forma adjustments:
Proceeds from shares issued under the Public Offer	5,000,000
Expenses of the offer	(510,000)
Total	4,490,000
Pro-forma Balance	5,000,124
Note 4: Borrowings

	Pro forma
	after IPO
	\$
Borrowings	-
Audited balance as at 31 December 2017	90,000

Subsequent events:
Convertible Notes issued	15,000
Conversion of Convertible Notes Convertible Notes issued	(105,000) 1,000,000
Total	1,000,000

Pro-forma adjustments:
Conversion of Convertible Notes on IPO	(1,000,000)
Total	(1,000,000)
Pro-forma Balance	-

Terms of Convertible Notes issued as seed capital

In June 2018, the Company raised \$1,000,000 via the issue of convertible notes with a maturity date of the earlier of the IPO date or 30 November 2018 (unless extended by 6 months at the election of QEM). At IPO date the convertible notes will convert at a conversion price of \$0.10 per ordinary share.

Note 5: Equity

		\$
a) Issued capital		7,933,921
	Number of
	shares	\$
Fully paid ordinary share capital of QEM as at 31 December 2017	25,098	1,023,921
'"B" Class Shares	100	-
Subsequent events:
Conversion of "B" Class Shares to Ordinary Shares	(100)	-
Ordinary Shares from the conversion of "B" class shares	100	-
Conversion of Convertible Notes	489	105,000
Share split (ratio 1:2,141) for Ordinary Share Capital	54,760,297	-
Share split (ratio 1:2,141) for "B" Class Shares converted to ordinary
shares	214,016	-
Capital raising costs – Seed Capital	-	(60,000)
Capital raising costs – Lead Manager Convertible Notes	-	(625,000)
Total	54,974,802	(580,000)
Pro-forma adjustments:
Proceeds from shares issued under the IPO	25,000,000	5,000,000
Capital raising costs	-	(510,000)
Conversion of Convertible Notes from seed capital	10,000,000	1,000,000
Conversion of Convertible Notes from Lead Manager	10,000,000	2,000,000
Total	45,000,000	7,490,000

Pro-forma Balance	100,000,000	7,933,921

		\$
b) Reserves		-
Audited balance as at 31 December 2017		-
Subsequent events:
Issue of Convertible Notes to Lead Manager		2,000,000
Total		2,000,000
Pro-forma adjustments:
Conversion of Lead Manager Convertible Notes		(2,000,000)
Total		(2,000,000)

Pro-forma Balance		-

Terms of Lead Manager Convertible Notes

In May 2018, the Company issued a convertible note with a face value of \$440,000 with a conversion price of \$0.044 per share to lead manager Vested Equities for services provided and to be provided in relation to the Company's IPO which will convert into 10 million ordinary shares. The fair value of this instrument is deemed to be the IPO price being \$0.20 and as such have been reflected as a share based payment with a fair value of \$2 million, which has been allocated between capital raising costs and corporate advisory services of \$625,000 and \$1,375,000 respectively.

Note 6: Accumulated Losses

	Pro forma after IPO
	\$
Accumulated losses	(3,013,566)

Audited balance of QEM as at 31 December 2017	(1,178,566)

Subsequent Events

Operational expenses since 31 December 2017	(460,000)
Consultancy Costs – Lead Manager Convertible Notes	(1,375,000)
Total	(1,835,000)

Pro-forma Balance	(3,013,566)

Note 7: Related Parties

Refer to Section 5 of the Prospectus for the Board and Management Interests.

Note 8: Commitments and Contingent Liabilities

At the date of the report no other material commitments or contingent liabilities exist that we are aware of, other than those disclosed in this Prospectus.

Note 9: Subsequent Events

Subsequent to 31 December 2017 the following events have occurred which have been reflected in the pro-forma adjustments:

(a) During February 2018, QEM issued convertible notes to the value of \$15,000;
(b) During April 2018 the convertible note holders totaling \$105,000 agreed to rescind their debt and replace with a subscription agreement for a total of 489 ordinary shares (pre-share split), which was then subdivided to 1,047,026 based on the subsequent share division outlined in note 2(c);
(c) On 20 June 2018 the Company obtained shareholder approval to convert 100 Class B shares to ordinary shares and do an approximately 1 for 2,141 share subdivision. The total number of shares on issue following the conversion and subdivision of capital is 55,000,000;
(d) During April 2018, the Company raised \$1,000,000 (before costs of \$60,000) through the issue of convertible notes with a conversion price of \$0.10 per share, which will convert into 10 million ordinary shares upon listing;
(e) During May 2018 the Company issued a convertible note with a face value of \$440,000 with a conversion price of \$0.044 per share to lead manager Vested Equities for services provided and to be provided in relation to the Company's initial public offering (IPO), which will convert into 10 million ordinary shares;
(f) Subsequent to 31 December 2017, operational expense totaling approximately \$460,000 have been incurred as of the date of this report; and
(g) Other than disclosed above there have been no material events subsequent to balance date that we are aware of, other than those disclosed in this Prospectus.

Section 05

Board, Management and Corporate Governance

5.1 Board of Directors

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

(a) John Foley Non-Executive Chairman
(b) David Fitch Executive Director;
(c) Daniel Harris Non-Executive Director; and
(d) Benjamin Cooper Non-Executive Director.

5.2 Directors' Profiles

The names and details of the Directors in office at the date of this Prospectus are:

(a) John Joseph Foley – Non-Executive Chairman B.D., LL.B., B.L. (Dub), KHS., M.A.I.C.D. Barrister-at-Law

Graduating in law from the University of Sydney in 1969, John was admitted to practice as a barrister in New South Wales in 1971. He was subsequently admitted to practice in the jurisdictions of Victoria, ACT, the High Court of Australia and Ireland. He graduated with the post graduate degree of Barrister-at-Law from Trinity College Dublin and was called to the Irish Bar and admitted as a Member of the Honourable Society of King's Inns in Dublin. John spent two years as a lecturer in law at Macquarie University Sydney and has practiced as a Barrister for 40 years.

He is currently a director of two public companies listed on the ASX, namely Citigold Corporation Limited (ASX:CTO) and Hudson Investment Group Limited (ASX:HGL).

John was a founding director of the Australian Gold Council, the industry body. He is a long standing member of the Australian Institute of Company Directors and he is listed in Who's Who in Business in Australia.

John has wide-ranging experience in the resources, financial and investment related industries, with extensive business experience in Australia and overseas. His leadership roles have covered a broad scope of senior positions, and his commercial and legal background will provide further depth, knowledge and experience to any enterprise.

John has a large network of connections with people in government, industry and the Investment community. As a professional advocate he has represented industry bodies before various Commissions, Tribunals and Courts and has extensive experience in negotiations and representations with both State and Federal Governments.

(b) David Leo Fitch - Executive Director B.Com. B.Juris., GAICD

David Fitch is currently the Chief Operating Officer and joint major shareholder of the Fitch Group – a group of companies with assets in excess of \$250 million spread across the commercial, residential, manufacturing, retail and hotel industries.

David has extensive experience in strategic planning, commercial negotiations and business operations and asset management with a particular focus on greenfield development sites for the commercial and retail sectors, residential development and is also actively involved as director of BioCentral Laboratories Ltd, a company producing advanced products for the firefighting industry as well as dust suppressants for mining and road construction.

David is a cornerstone investor in the Company and a Graduate Member of the Australian Institute of Company Directors.

(c) Daniel Clifford Harris – Non-Executive Director B.Sc (Chem Eng)

Daniel is a seasoned and highly experienced mining executive and director. He has most recently held the role of interim CEO and managing director of ASX listed Atlas Iron, a mid-sized, independent Australian iron ore mining company with operations in the Northern Pilbara of Western Australia. Daniel remains a non-executive director to the Atlas Iron board.

Daniel has been involved in all aspects of the vanadium industry for over 37 years and held both COO and CEO positions in Atlantic Ltd. The company's subsidiary, Midwest Vanadium, owned a +\$500 million-dollar production plant and vanadium mine in Western Australia. As COO, Daniel was tasked with the start-up of the newly constructed vanadium plant and brought it into commercial operation. As a result of a fire at the plant in February 2014, Midwest was reliant on insurance proceeds in order to rebuild the plant and re-commence production, and Daniel was appointed CEO following the resignation of the managing director. Notwithstanding the insurance policy, a proposed restructuring with the company's noteholders and other secured lenders did not eventuate, leaving Midwest Vanadium little alternative but to enter administration (and subsequently, receivership).

Daniel is also the former Vice President of EVRAZ Plc, Vanadium assets responsible for their global vanadium business.

EVRAZ plc is a £4.2 billion publicly traded steel, mining and vanadium business with operations in the Russian Federation, Ukraine, Europe, USA, Canada and South Africa. EVRAZ consolidated vanadium business produced and marketed approximately one third of the world's vanadium supply, with annual turnover, in excess of \$600 million dollars.

Prior to EVRAZ, Daniel held numerous positions with Strategic Minerals Corporation. Throughout his 30 years with the company, he advanced his career from junior engineer, through to CFO and CEO roles within the group and was responsible for increasing the capacity of the Hot Springs Project by 50%.

Daniel also acts as a technical executive consultant to GSA Environmental in the UK, a process engineering company that is well credentialed in the vanadium and oil industries.

GSAe is the UK's leading technology company for extraction and recovery of metals from ashes, minerals, refinery residues, spent catalyst and industrial by-products.

Daniel brings a wealth of experience, in all aspects of mining and project development and will assist QEM in creating a world class project in Queensland, Australia.

(d) Benjamin Cooper – Non-Executive Director Fin Plan, RG 146

Benjamin has worked exclusively in the finance and mining industry over the past 20 years as a licensed and qualified investment manager and company director. Benjamin is especially experienced in providing corporate advisory and capital finance requirements to emerging mining companies, and has an extensive advisor and investor base throughout Australia and Asia.

In his capacity as Chairman, Managing Director and /or Executive Director, Benjamin has played a significant role in successfully funding and developing Australian mining projects and Australian biomedical projects. In his capacity as a Corporate Advisor he has considerable expertise in the restructuring and financing of entities. Benjamin serves as Head of Corporate of Vested Equities Pty Ltd, a company that specialises in providing corporate financial and advisory services. Vested Equities is the Lead Manager to the Public Offer and Benjamin is also an authorised representative under Vested Equities Australian Financial Services License.

Benjamin is the founder and managing director of unlisted public company International Cobalt Resources Limited, a cobalt–nickel-gold exploration and development company, chairman of unlisted public company Cartier Resources Limited, a vanadium and nickel sulphide company, and a non-executive director of unlisted public company Proto Resources & Investments Limited (Administrators Appointed).

5.3 Director disclosures

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

Mr Foley was a director of Citigold Corporation Limited when it paid a \$33,000 penalty after receiving an infringement notice from ASIC for an alleged failure to inform the market about revisions to its forecast gold production at its Charters Towers goldfield in Queensland.

Mr Foley was a director of Slotmac Limited (In Liquidation) (an unlisted company) at the time liquidators were appointed in November 2015 upon an application by the Deputy Commissioner of Taxation. ASIC records indicate that unsecured creditors will not receive a return. Mr Foley has not been disqualified from acting as a director. Mr Foley is not aware of any ASIC investigation in respect of his time as a director at Slotmac.

Mr Cooper is one of seven persons listed as a director of Proto Resources & Investments Limited (Administrators Appointed) and was appointed as part of a previous recapitalisation proposal in late 2014. Following the effectuation of a previous deed of company arrangement in January 2015, the company's secured creditor (a director related entity) withdrew financial support. As at the date of this Prospectus, there has been no finding that the company traded whilst insolvent from effectuation of the previous deed of company arrangement (i.e. Mr Cooper's appointment) to the present administrators' appointment. The company was removed from the official list of ASX in April 2017 partly due to a failure to adequately address various ASX queries, as noted in ASX's release dated 13 April 2017. Mr Cooper has not been disqualified from acting as a director.

5.4 Senior Management

Other than the Directors, the Company's other key senior management members are set out below. In addition to these persons, the Company will also allocate a portion of working capital to employ a suitably qualified managing director following completion of its first drilling program post-listing.

(a) Scott Drelincourt – General Manager Geology & Development B.Sc(geol), MAusIMM

Scott is a qualified geologist having completed a Bachelor degree in Science at the University of Newcastle. He has over twelve years' experience in all facets of the resource and mining industry and has consulted and worked for or consulted to a number of small and large companies across Australia and internationally, including Cuesta Coal, Santos, Whitehaven Coal and Origin Energy.

Scott's industry experience includes identifying and evaluating potential resources targets and progressing the projects through initial exploration phase to operational development.

He has significant operational mining experience having worked in many mine sites in Australia as a mine geologist. More recently Scott has focused on business development for resource companies, identifying and valuing assets for acquisition or investment.

Scott has managed over 30 exploration and mining tenements in Queensland and was crucial in increasing the JORC resource of the Moorlands Basin from 146Mt to 318Mt.

Scott is a member of The Australasian Institute of Mining and Metallurgy (AusIMM).

(b) Mr David Palumbo – Company Secretary Bcom, CA

David is a Chartered Accountant with over ten years' experience in the accounting and financial reporting of ASX listed and unlisted companies, which includes five years as an external auditor.

David provides corporate advisory and financial management advice and specialises in corporate compliance, statutory reporting and financial accounting services. He has also been involved in the listing of several junior exploration companies on the ASX.

David is currently Company Secretary and Director for ASX listed companies Krakatoa Resources Limited, High

Grade Metals Limited and Roto-Gro International Limited and company secretary for European Cobalt Ltd and a number of unlisted public and private companies.

5.5 Interests of Directors

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

(a) the formation or promotion of the Company; or
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offers; or
(c) the Offers, and

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

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

except as disclosed in this Prospectus and as follows.

5.6 Security holdings of Directors

The Directors and their related entities (directly and indirectly) have the following interests in Shares as at the date of this Prospectus:

Directors	Shares
John Foley	884,299
David Fitch	22,486,473
Daniel Harris	Nil
Benjamin Cooper	Nil

Directors	Shares	%	1. David Fitch has indicated his intention to subscribe
John Foley	884,299	0.9	for 1,500,000 shares under the Public Offer.
David Fitch1	23,986,473	24	2. Benjamin Cooper serves as Head of Corporate at Vested Equities, the Lead Manager. The Lead
Daniel Harris	Nil	Nil	Manager has a convertible note which will convert
Benjamin Cooper2	4,000,000	4	into 10,000,000 Shares prior to listing, of which 4,000,000 will be issued to Mr Cooper as a nominee

for 1,500,000 shares under the Public Offer.
1. Benjamin Cooper serves as Head of Corporate at Vested Equities, the Lead Manager. The Lead Manager has a convertible note which will convert into 10,000,000 Shares prior to listing, of which 4,000,000 will be issued to Mr Cooper as a nominee of Vested Equities. All of these Shares will be escrowed for 24 months by ASX. Details of the Lead Manager's convertible note are set out in Section 6.1.

5.7 Remuneration of Directors

Benefits paid or owing to the Directors in the previous two years prior to the date of this Prospectus, and the remuneration the Directors will be paid by the Company are as follows:

Director	Annual Director's fee	Consulting fees	Benefits paid/accrued in the previous two years
John Foley1	\$30,000	Nil	\$8,226
David Fitch2	\$100,000	Nil	\$8,226
Daniel Harris3	\$30,000	\$50,000	\$81,935
Benjamin Cooper4	\$30,000	Nil	Nil

Notes:

1. Mr John Foley was appointed as a Director on 19 May 2014. On 22 March 2018, Mr Foley entered into a letter of appointment with the Company, pursuant to which he will receive remuneration of \$30,000 per year for services provided as non-executive chairman of the Company. See Section 6.2(d).
1. Mr David Fitch was appointed as a Director on 1 September 2014. On 17 July 2018, Mr Fitch entered into a letter of appointment with the Company, pursuant to which he will receive remuneration of \$100,000 per year for services provided as executive director of the Company. See Section 6.2(a).
1. Mr Daniel Harris was appointed as a Director on 19 March 2018. Mr Harris received \$60,000 for consultancy services provided to the Company over the period February 2017 to March 2018. On 22 March 2018, Mr Harris entered into a letter of appointment with the Company, pursuant to which he will receive remuneration of \$30,000 per year for services provided as non-executive director of the

Company. See Section 6.2(d). Further, on 22 March 2018 Mr Harris entered into a consulting agreement with the Company, pursuant to which he will receive remuneration of \$50,000 per year for business management and technical consultancy services related to vanadium and oil recovery from the Company's assets. See Section 6.2(c).

Mr Benjamin Cooper was appointed as a Director on 17 July 2018. Mr Cooper entered into a letter of appointment with the Company, pursuant to which he will receive remuneration of \$30,000 per year for services provided as non-executive director of the Company. See Section 6.2(d). Benjamin Cooper serves as Head of Corporate at Vested Equities, the Lead Manager. The Lead Manager has a convertible note which will convert into 10,000,000 Shares prior to listing, of which 4,000,000 will be issued to Mr Cooper as a nominee of Vested Equities. All of these Shares will be escrowed for 24 months by ASX. Details of the Lead Manager's convertible note are set out in Section 6.1.

5.8 Related Party Transactions

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

(a) executive director letter of appointment with its Executive Director, Mr David Fitch (refer section 6.2(a) for details);
(b) letters of appointment with each of its Non-Executive Directors on standard terms (refer Section 6.2(d) for details);
(c) consulting agreement with Non-Executive Director Daniel Harris (refer Section 6.2(c) for details); and
(d) deeds of indemnity, insurance and access with each of its Directors on standard terms (refer Section 6.3 for details).

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

5.9 ASX Corporate Governance Council Principles and Recommendations

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

To the extent applicable, the Company has adopted the 3rd edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Recommendations).

In light of the Company's size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and

The Company's main corporate governance policies and practices as at the date of this Prospectus are detailed below. The Company's full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company's website at www.qldem.com.au

(a) Board of Directors

structures will be reviewed.

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

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

(i) providing leadership and setting the strategic objectives of the Company;
(ii) appointing and when necessary replacing the Executive Directors;
(iii) approving the appointment and when necessary replacement, of other senior executives;
(iv) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director;
(v) overseeing management's implementation of the Company's strategic objectives and its performance generally;
(vi) approving operating budgets and major capital expenditure;
(vii) overseeing the integrity of the Company's accounting and corporate reporting systems including the external audit;
(viii) overseeing the Company's process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities;
(ix) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate; and
(x) monitoring the effectiveness of the Company's governance practices.

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

(b) Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently consists of one Executive Director and three Non-Executive Directors (two of whom the Company considers independent, being John Foley and Daniel Harris). As the Company's activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

(c) Identification and management of risk

The Board's collective experience will assist in the identification of the principal risks that may affect the Company's business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

(d) Ethical standards

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

(e) Independent professional advice

Subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

(f) Remuneration arrangements

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

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

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

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

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

(g) Securities trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Executive Directors). The policy generally provides that the written acknowledgement of the Chairman (or the Board in the case of the Chairman) must be obtained prior to trading.

(h) Diversity policy

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

(i) Audit and risk

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

(j) External audit

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

(k) Social media policy

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

5.10 Departures from Recommendations

Following admission to the Official List, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company's compliance and departures from the Recommendations as at the date of this Prospectus are detailed in the table below.

Principles and Recommendations	Explanation for Departures
2.1 The board of a listed entity should have a nomination committee.	The Company does not comply with Principle 2.1. The Company is not of a relevant size to consider formation of a nomination committee to deal with the selection and appointment of new Directors and as such a nomination committee has not been formed.
	Nominations of new Directors will be considered by the full Board. If any vacancies arise on the Board, all directors are involved in the search and recruitment of a replacement. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board is confident that this process for selection, including undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, and review is stringent and full details of all Directors will be provided to Shareholders in the annual report and on the Company's website.
2.2 The board of a listed entity should have and disclose a board skills matrix setting out the mix of skills	The Board does not maintain a formal board matrix as the Board considers that such a matrix is not necessary given the current size and scope of the Company's operations.
and diversity that the board currently has or is looking to achieve in its membership.	The Board may adopt such a matrix at a later time as the Company's operations grow and evolve.
2.4 A majority of the board of a listed entity should be independent directors.	Due to the size and scale of the Company's current activities, the Board does not consist of a majority of independent directors. However, although the Board does not follow Recommendation 2.4, to facilitate independent decision-making, the Board has agreed procedures for directors to have access in appropriate circumstances to independent professional advice.
	As the Company grows, the Board will consider the appointment of additional independent Directors.
4.1 The board of a listed entity should have an audit committee of at	The full Board carries out the duties that would ordinarily be assigned to the Audit and Risk Committee.
least three members that are non executive.	The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of additional non-executive Directors to satisfy this recommendation.

Principles and Recommendations	Explanation for Departures
7.1 The board of a listed entity should have a risk committee.	The Board has not established a separate Risk Management Committee. The Board is ultimately responsible for risk oversight and risk management. Discussions on the recognition and management of risks are considered by the Board.
	The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify having a separate risk committee.
8.1 The board of a listed entity should have a remuneration committee of at least three members, a majority of whom are independent	The Board as a whole performs the function of the Remuneration committee which includes setting the Company's remuneration structure, determining eligibilities to incentive schemes, assessing performance and remuneration of senior management and determining the remuneration and incentives of the Board.
	The Board may obtain external advice from independent consultants in determining the Company's remuneration practices, including remuneration levels, where considered appropriate.
	The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of additional independent non-executive Directors to satisfy this recommendation.

Material Contracts Section 06

The Company is a party to the following material contracts:

6.1 Lead Manager Mandate

The Company has entered into a capital raising and corporate advisory mandate with Vested Equities Pty Ltd (Lead Manager Mandate). A summary of the key terms is set out below:

(a) (Term): the Company will engage the Lead Manager for a period of 9 months from the commencement date of the mandate, being 26 March 2018. Either the Company or Vested Equities may terminate the Lead Manager Mandate on 1 months' written notice.
(b) (Seed and Capital Raising Fees): as consideration for the seed and capital raising services the Lead Manager is entitled to the following fees, based on a seed raising of \$1,000,000 via convertible notes (see Section 6.4) and a capital raising of \$5,000,000 (being the Public Offer):
(i) 1% of the seed raise and capital raise as a non-refundable lead management fee to be paid by the Company;
(ii) 2% of the seed raise and capital raise as a non-refundable selling fee from leads generated by the Company and processed by the Company; and
(iii) 5% of the seed raise and capital raise as a non-refundable selling fee from leads generated by the Lead Manager.
(c) (Corporate Advisory Fees): as consideration for corporate advisory services, the Lead Manager is entitled to receive a retainer of \$15,000 per month commencing from the 26 March 2018.

(d) (Convertible Note):

(i) The Lead Manager has been issued a convertible note with a face value of \$440,000 (Note Amount).
(ii) The Note Amount is deemed paid to the Company through services the Lead Manager has provided and agreed to provide to the Company related to the IPO.
(iii) No interest is payable on the Note Amount.
(iv) The note will convert into 10,000,000 Shares prior to commencement of quotation of the Company's Shares on ASX (deemed conversion price of \$0.044 per Share).
(v) The Shares issued on conversion to the Lead Manager or their nominees will be escrowed for a period of 24 months following commencement of quotation of the Company's Shares on ASX.
(e) (Expenses): the Company will reimburse the Lead Manager for all reasonable out-of-pocket expenses incurred.

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

6.2 Executive services and employment agreements

(a) Executive Director Agreement – David Fitch

The Company has entered into an executive services agreement (Executive Services Agreement) with Mr David Fitch pursuant to which he is engaged as a full-time employee of the Company and serves the Company as an Executive Director responsible for the overall management and supervision of the activities, operations and affairs of the Company, subject to the overall control and direction of the Board (Services).

The remuneration payable to Mr Fitch for the Services is \$100,000 per annum plus superannuation.

The Executive Services Agreement commenced on 17 July 2018 and is for an indefinite term, continuing until terminated by either party giving 3 months' written notice of termination to the other party (or with immediate effect in circumstances of gross misconduct).

Mr Fitch is also subject to restrictions in relation to the use of confidential information during and after his employment with the Company.

The Executive Services Agreement contains additional provisions considered standard for agreements of this nature.

(b) Employment Agreement – Scott Drelincourt

The Company has entered into an employment agreement with Scott Drelincourt (Drelincourt Agreement). Under the Drelincourt Agreement, the Company will pay Mr Drelincourt a salary of \$160,000 per annum plus superannuation. In addition to his salary, the Company will reimburse Mr Drelincourt for all reasonable out-of-pocket expenses incurred by Mr Drelincourt in connection with the services provided under the Drelincourt Agreement.

The Drelincourt Agreement commenced on 23 April 2018 and is for an indefinite term, continuing until terminated by either party giving 3 months' written notice of termination to the other party (or with immediate effect in circumstances of gross misconduct).

(c) Consultancy Agreement – Daniel Harris

The Company has entered into a consultancy agreement with EnergySource LLC, an entity associated with Mr Daniel Harris, a non-executive director of the Company (Consultancy Agreement). Under the Consultancy Agreement, EnergySource LLC is engaged by the Company to provide services to the Company, in relation to business management and technical consultancy services related to vanadium and oil recovery.

The total consultancy fee payable to EnergySource LLC for the consultancy services is \$50,000 per annum (exclusive of GST). Either EnergySource LLC or the Company may terminate the Consultancy Agreement without cause by providing 1 months' written notice to the other party.

(d) Letters of Appointment – Non Executive Directors

The Company has entered into separate letters of appointment with each of Messrs Foley, Harris and Cooper pursuant to which the Company has agreed to pay Messrs Foley, Harris and Cooper \$30,000 per annum each, for services provided to the Company as Non-Executive Directors commencing on the date of their appointment.

The Non-Executive Director Agreements contains additional provisions considered standard for agreements of this nature.

6.3 Deeds of indemnity, insurance and access

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

6.4 Convertible Notes – Seed investors

The Company has entered into 60 separate convertible note agreements (Seed Convertible Note Agreements) with seed investors (together, the Noteholders) providing for the issue of convertible notes with an aggregate value of \$1,000,000 (Seed Convertible Notes). All Noteholders are unrelated parties to the Company.

Funds raised from the issue of the Seed Convertible Notes was used for working capital and IPO costs.

The Seed Convertible Notes were issued on the following terms and conditions:

(a) no interest is payable on the Seed Convertible Notes;
(b) the conversion of the Seed Convertible Notes into Shares (Conversion Shares) is conditional on the Company converting from a proprietary limited company to a public company limited by shares, which occurred on 3 August 2018;
(c) the Convertible Notes will automatically convert into Shares on the day the Shares are issued to applicants under the Public Offer at a conversion price of \$0.10 per Share;
(d) each Conversion Share shall rank equally in all respects with all other Shares at the date of the conversion;
(e) each Noteholder agrees that Conversion Shares may be mandatorily escrowed by the ASX for such period as the ASX requires under the Listing Rules.

The Convertible Note Agreements contain additional provisions considered standard for convertible note agreements of this nature.

Additional Information Section 07

7.1 Rights attaching to Shares

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

(a) (Ranking of Shares): At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares.
(b) (Voting rights): Subject to any rights or restrictions, at general meetings:
(i) every Shareholder present and entitled to vote may vote in person or by attorney, proxy or representative;
(ii) has one vote on a show of hands; and
(iii) has one vote for every Share held, upon a poll.
(c) (Dividend rights): Shareholders will be entitled to dividends, distributed among members in proportion to the capital paid up, from the date of payment. No dividend carries interest against the Company and the declaration of Directors as to the amount to be distributed is conclusive.

Shareholders may be paid interim dividends or bonuses at the discretion of the Directors. The Company must not pay a dividend unless the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend.

(d) (Variation of rights): The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.
(e) (Transfer of Shares): Shares can be transferred upon delivery of a proper instrument of transfer to the Company or by a transfer in accordance with the ASX Settlement Operating Rules. The instrument of transfer must be in writing, in the approved form, and signed by the transferor and the transferee. Until the transferee has been registered, the transferor is deemed to remain the holder, even after signing the instrument of transfer.

In some circumstances, the Directors may refuse to register a transfer if upon registration the transferee will hold less than a marketable parcel. The Board may refuse to register a transfer of Shares upon which the Company has a lien.

(f) (Unclaimed dividends or other distributions): Any unclaimed dividend or other distribution, which is less than \$100, may, at the discretion of the Directors, be donated to charity on behalf of the Shareholder, as the Directors decide.
(g) (General meetings): Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

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

(h) (Unmarketable parcels): The Company's Constitution provides for the sale of unmarketable parcels subject to any applicable laws and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.
(i) (Deemed notice to uncontactable Shareholders): if a Shareholder does not have an address in the register of Shareholders or if the Company reasonably believes that a Shareholder is not known

at the Shareholder's address in the register of Shareholders, a document is taken to be given to that Shareholder if the document is exhibited in the registered office of the Company for 48 hours.

(j) (Rights on winding up): If the Company is wound up, the liquidator may with the sanction of special resolution, divide the assets of the Company amongst members as the liquidator sees fit. If the assets are insufficient to repay the whole of the paid up capital of members, they will be distributed in such a way that the losses borne by members are in proportion to the capital paid up.

7.2 Effect of the Offer on control and substantial Shareholders

Those Shareholders (and their associates) holding an interest in 5% or more of the Shares on issue as at the date of this Prospectus are as follows. Details below include holdings held by related parties and indirectly through related entities.

Name	Number of Shares	% of Shares	Notes:
David Fitch1	22,486,473	40.9%	1. Mr Fitch is presently the Company's
Greenwich Global Pty Ltd2	19,707,248	35.8%	executive director.
Skiptrak Pty Ltd	4,496,438	8.2%	2. Greenwich Global Pty Ltd holds its shares as trustee for the Loyden Family Trust, of which founder and former managing director of the Company Mr Gavin Loyden is a beneficiary. Mr Loyden resigned as a director on 16 July 2018.

Based on the information known as at the date of this Prospectus, on Admission the following persons (and their associates) directly or indirectly will have an interest in 5% or more of the Shares on issue:

Name	Number of Shares	% of Shares	Notes:
David Fitch1	23,986,4732	24.0%
Greenwich Global Pty Ltd	19,707,248	19.7%	Public Offer.

David Fitch has indicated his intention to subscribe for 1,500,000 shares under the

7.3 Interests of Promoters, Experts and Advisers

(a) No interest except as disclosed

Other than as set out below or elsewhere in this Prospectus, no persons or entity named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds at the date of this Prospectus, or held at any time during the last 2 years, any interest in:

(i) the formation or promotion of the Company;
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offers; or
(iii) the Offers,

and the Company has not paid any amount or provided any benefit, or agreed to do so, to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the Offers.

(b) Share registry

Automic Registry Services has been appointed to conduct the Company's share registry functions and to provide administrative services in respect to the processing of Applications received pursuant to this Prospectus, and will be paid for these services on standard industry terms and conditions.

(c) Auditor

Bentleys has been appointed to act as auditor to the Company. The Company estimates it will pay Bentleys a total of \$10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Bentleys has not provided services to the Company other than as investigating accountant (see below).

(d) Investigating Accountant

Bentleys has acted as Investigating Accountant and has prepared the Investigating Accountant's Report which is included in Section 4 of this Prospectus. The Company estimates it will pay Bentleys a total of \$10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Bentleys has not provided services to the Company other than as auditor (see above).

(e) Legal adviser - corporate

Bellanhouse Lawyers has acted as the solicitors to the Company in relation to the Offers. The Company estimates it will pay Bellanhouse Lawyers \$60,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Bellanhouse Lawyers has not provided services to the Company.

(f) Legal adviser – Tenements report

King & Wood Mallesons has prepared the Solicitor's Report on Tenements which is included in Section 11 of this Prospectus. The Company estimates it will pay King & Wood Mallesons a total of \$9,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, King & Wood Mallesons has not provided services to the Company.

(g) Independent Geologist

Measured Group has acted as the Independent Geologist and has prepared the Independent Geologist's Report which is included in Section 10 of this Prospectus. The Company estimates it will pay Measured Group a total of \$30,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Measured Group has received \$15,600 for services provided to the Company.

(h) Lead Manager

Vested Equities has acted as the Lead Manager to the Offer. Details of the payments to be made to the Lead Manager are set out in Section 6.1. During the 24 months preceding lodgement of this Prospectus with ASIC, other than in relation to the Lead Manager mandate, the Lead Manager has not provided services to the Company.

7.4 Consents

(a) General

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

In light of the above, each of the parties referred to below:

(i) does not make the Offers;
(ii) does not make, or purport to make, any statement that is included in this Prospectus, or a statement on which a statement made in this Prospectus is based, other than as specified below or elsewhere in this Prospectus;
(iii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with the consent of that party as specified below; and
(iv) has given and has not, prior to the lodgement of this Prospectus with ASIC, withdrawn its consent to the inclusion of the statements in this Prospectus that are specified below in the form and context in which the statements appear.

(b) Share Registry

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

(c) Auditor

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

(d) Investigating Accountant

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

(e) Australian legal adviser - corporate

Bellanhouse Lawyers has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Australian legal adviser to the Company in the form and context in which it is named.

(f) Australian legal adviser – Tenements report

King & Wood Mallesons has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to the inclusion of the Solicitor's Report on Tenements in the form and context in which it is included.

(g) Independent Geologist

Measured Group has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Independent Geologist to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Geologist's Report in the form and context in which it is included.

(h) Lead Manager

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

7.5 Expenses of Offer

The total approximate expenses of the Offer payable by the Company are:

	Full Subscription \$
ASX Quotation and ASIC Lodgement Fee	87,200
Legal Fees	70,000
Investigating Accountant Fees	10,000
Independent Geologist Fees	30,000
Lead Manager/Broker fees	300,000
Printing, Postage and Administration Fees	12,800
Total	510,000

7.6 Continuous Disclosure Obligations

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

7.7 Litigation

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

7.8 Electronic Prospectus

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

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

7.9 Documents available for inspection

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

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 6.4 of this Prospectus.

7.10 Statement of Directors

The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the financial information in Section 4, there have not been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.

Authorisation Section 08

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

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

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

David Fitch Executive Director Dated: 20 August 2018

Glossary of Terms Section 09

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

A\$ or \$ means Australian dollars.

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

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

Applicant means a person who submits an Application Form.

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

Application Form means the application form attached to this Prospectus.

Application Monies means application monies for Shares under the Public Offer received and banked by the Company.

ASIC means the Australian Securities and Investments Commission.

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

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

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

Board means the board of Directors of the Company as at the date of this Prospectus.

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

Closing Date means the date that the Offer closes which is 5.00pm (WST) on Monday, 10 September 2018 or such other time and date as the Board determines.

Company means QEM Limited ACN 167 966 770.

Constitution means the constitution of the Company.

Conversion Offer means the offer of 20,000,000 Shares on conversion of the Convertible Notes under this Prospectus, as described in Section 1.1(b).

Convertible Notes means the convertible notes issued by the Company to seed investors with an aggregate face value of \$1,000,000, with each note having a deemed conversion price of \$0.10 per Share and converting to 10,000,000 Shares (as described in Section 6.4), and the converting note issued to the Lead Manager, converting to 10,000,000 Shares as described in Section 6.1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

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

Full Subscription means the raising of \$5,000,000 pursuant to the Offer.

GST means Goods and Services Tax.

Indicative Timetable means the indicative timetable for the Offer on page viii of this Prospectus.

Investigating Accountant means Bentleys Audit and Corporate (WA) Pty Ltd.

Investigating Accountant's Report means the report contained in Section 4.

Julia Creek Project or Project means the project comprised by the Tenements.

Lead Manager means Vested Equities Pty Ltd ACN 601 621 390.

Listing Rules means the listing rules of ASX.

Minimum Subscription means the raising of \$5,000,000 pursuant to the Offer.

Offer Price means \$0.20 per Share under the Public Offer.

Offers means the Public Offer and the Conversion Offer.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Opening Date means the date specified as the opening date in the Indicative Timetable.

Option means an option to acquire a Share.

Original Prospectus means the Company's prospectus dated 6 August 2018 and lodged with ASIC and ASX on that date.

Prospectus or Replacement Prospectus means this prospectus dated 20 August 2018.

Public Offer means the offer by the Company, pursuant to this Prospectus, of 25,000,000 Shares at the Offer Price to raise \$5,000,000.

Section means a section of this Prospectus.

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

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

Share Registry means Automic Registry Services.

Shareholder means a holder of one or more Shares.

Tenements means EPM 25662, EPM 25681 and EPM 26429 which together comprise the Julia Creek Project.

WST means Western Standard Time, being the time in Perth, Western Australia.

Independent Geologist's Report Section 10

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

Report No: MG2018_QEM3 www.measuredgroup.com.au

June 2018

Document Issue and Approvals

Document Information

Project:	Julia Creek Project
Document Number:	MG2018_QEM3
Title:	Independent Geologist's Report
Client:	Queensland Energy & Minerals Pty Ltd
Date:	1 June 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

DECLARATIONS

The Julia Creek Project Mineral and Petroleum Resources were estimated by Lyon Barrett and Graham Pope of Measured Group Pty Ltd 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, 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 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 up to and including the date of this report, any statements and opinions are based on this date 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.

Mr Lyon Barrett, BSc (Hons), MAusIMM 201562

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.

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.

Independent Geologist's Report, June 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)
	CQL	811	3.39	2.12	0.38	242	247	226	1329
Inferred	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

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

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

				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
	CQL	811	3.39	8	62	63	298	268
Contingent	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

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

Notes:

1. The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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:

1. 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.
1. 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

Independent Geologist's Report, June 2018

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

1. Environmental and/or social impacts, which have not yet been identified by QEM that may adversely impact on resource recovery or extraction methods.
1. 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.

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 6.11	Cut-off Grade 26 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

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

Key Abbreviations

\$ or USD	United States Dollar
Adb	Air dried basis, a basis on which quality is measured
AMSL	Above Mean Sea Level
AR	As received
AS	Australian Standards
ASR	Average stripping ratio
AusIMM	Australasian Institute of Mining and Metallurgy
bcm	Bank cubic meter
BD	Bulk density
GCV	Gross Calorific Value
Capex	Capital Expenditure
Cu	Copper
Mineral or Ore Resource	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.
FC	Fixed carbon
g	Gram
h	Hour
ha	Hectare(s)
IM	Inherent Moisture
JORC or JORC Code, 2012	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
k	Thousand
MJ/kg	Unit of energy; mega joule per kilogram
kg	Kilogram
km	Kilometre(s)
km2	Square kilometre(s)
kt	Kilo tonne (one thousand tonne)
l l/tonne	Litres Litres/tonne
LT0M	Litres per tonne on total water free basis at 15o C
m	Metre
lcm	Loose cubic metre
LOM	Life of mine
M	Million

Mbcm	Million bank cubic metres
Mbcmpa	Million bank cubic metres per annum
m3	Cubic metre
m/s	Metres per second
Mt	Millions of tonnes
Mtpa	Millions of tonnes per annum
MW	Megawatt
Mo	Molybdenum
NAR	Net a received
Ni	Nickel
Opex	Operating expenditure
Petroleum	Estimated quantities of hydrocarbons naturally occurring on or within the
Resources	Earth's crust.
PIIP	Petroleum Initially In Place
RL	Relative Level (Australian Height Datum)
RD	Relative Density
ROM	Run of Mine
SE	Specific Energy
SPE-PRMS, 2011	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
SR	2011. Strip ratio (of waste to ore) expressed as bcm per tonne
t	Tonne
tkm	Tonne kilometre
tpa	Tonnes per annum
TM	Total Moisture (%)
TS	Total Sulphur (%)
VM	Volatile Matter (%)
Wt Avg	Weighted Average
wt%	Weight percent
Zn	Zinc

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.

Independent Geologist's Report, June 2018

Figure 2-1: Julia Creek Project Location

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.

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.

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

Independent Geologist's Report, June 2018

2.3 Topography, Land Use and Climate

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.

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

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 km2 .

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

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

AGE		FORMATION AND DOMINANT LITHOLOGY
RECENT TERTIARY	Surficial deposits alluvium
	Unconformity
LATE		Winton Formation Shale, siltstone
CRETACEOUS		Mackunda Formation Siltstone, sandstone, minor shale
	ROLLING DOWNS GROUP	Allaru Mudstone Shale, minor siltstone, sandstone Toolebuc Formation Siltstone, marl Wallumbilla Formation Coorikiana Ss
EARLY		Shale, minor sandstone
CRETACEOUS		Cadna-Owie Formation Wyandra Ss Mbr Shale, minor sandstone
		Murta Fm Hooray Sandstone sandstone+shale Sandstone, minor shale Namur Fm sandy shale/ss, minor shale
		Westbourne Formation Shale, siltstone/sandstone
		Adori Sandstone sandstone
EARLY		Birkhead Formation Shale, siltstone, coal
ΤO MIDDLE JURASSIC	Hutton Sandstone Sandstone, minor shale
		Poolawanna Formation
	Unconformity

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.

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

Independent Geologist's Report, June 2018

3.2 Economic Geology

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,

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))

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

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

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

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.

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.

Independent Geologist's Report, June 2018

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.

Independent Geologist's Report, June 2018

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

Independent Geologist's Report, June 2018

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

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.

Independent Geologist's Report, June 2018

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.

				Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Insitu Density (gm/cc)	V2O5 (wt%)	Cu (ppm)	Mo (ppm)	Ni (ppm)	Zn (ppm)
	CQL	811	3.39	2.12	0.38	242	247	226	1329
Inferred	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

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

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.

Independent Geologist's Report, June 2018

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.

				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
	CQL	811	3.39	8	62	63	298	268
Contingent	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

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

Notes:

1. The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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)

Independent Geologist's Report, June 2018

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

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)

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.

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

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).

Independent Geologist's Report, June 2018

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).

Independent Geologist's Report, June 2018

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.

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 340o C recovered about 12% of the vanadium. Hydrothermal leaching at 300o 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 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.

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.

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.

Independent Geologist's Report, June 2018

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

Independent Geologist's Report, June 2018

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).

Independent Geologist's Report, June 2018

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

Independent Geologist's Report, June 2018

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.

Independent Geologist's Report, June 2018

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 Planning Studies	\$80,000
Pre-Feasibility Studies	\$600,000
Vanadium Process Study	\$50,000
Process Study of Vanadium in Oxidised Zone	\$115,000
Civil Engineering Studies	\$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
Geochemistry Studies	\$55,000
Sub-total	\$708,500
Geology and Geophysical Surveys
Seismic Programme	\$150,000
Assays and JORC Resource Statement	\$65,000
3D Visualisations and Fly Through	\$3,000
Geo Logging and Survey	\$10,000
Sub-total	\$228,000
Statutory Compliance
GIS Software	\$10,000
Tenement and Environmental Authority Payments	\$17,000
Mining Lease 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

Independent Geologist's Report, June 2018

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,

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).

APPENDIX A:

Mineral Resource Estimate Table 1

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

Section 1 Sampling Techniques and Data

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

Criteria	JORC Code explanation	mentary Com
techniques mpling Sa	Nature and quality of sampling (eg cut channels, random chips, or measurement tools specific specialised industry standard 	Sampling and testing conducted by QEM during the 2015 drilling campaign is described below:
	meaning of hole gamma sondes, or handheld XRF instruments, etc). These minerals under investigation, such as down examples should not be taken as limiting the broad appropriate to the	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
	measurement measures taken to ensure sample representivity and the appropriate calibration of any tools or systems used. Include reference to sampling. 	contacts between sedimentary units. All samples were double bagged were assigned individual sample numbers and accompanied by a sample advice sheet. on site. Samples
	In cases where 'industry standard' work has been done this would Material to mineralisation that are Aspects of the determination of the Public Report.  	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:
	may m samples from which 3 kg was pulverised to produce a be required, such as where there is coarse gold that has inherent be relatively simple (eg 'reverse circulation drilling was used to more explanation 30 g charge for fire assay'). In other cases obtain 1	Inherent Moisture; Total Moisture; Ash Content;   
	mineralisation types may warrant disclosure of detailed sampling problems. Unusual commodities or (eg submarine nodules) information.	ICP-AES analysis. ICPAES analysis included a suite of 33 elements, the important ones from the projects prospective being Ca, Cu, Mo and V. Volatile Matter;  
		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 sampling in order to ensure that samples

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.

Page 38

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.

Independent Geologist's Report, June 2018

	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 28th October 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.
mple recovery Drill sa	Method of recording and assessing core and chip sample recoveries and results assessed. 	Core loss has been documented in the field during logging and sampling of core.
	Whether a relationship exists between sample recovery and grade may have occurred due to preferential maximise sample recovery and ensure representative nature of the samples. material. and whether sample bias loss/gain of fine/coarse Measures taken to  	Calculations have been performed to accumulate total core loss over the sampled interval. The core recovery from the entire Julia Creek %. Detailed records have been kept of core recoveries which have allowed for analysis of the influence of core recovery on quality during resource estimation. Project is >90
Logging	geotechnically logged to a level of detail to support appropriate metallurgical Whether core and chip samples have been geologically and mining studies and Mineral Resource estimation, 	Detailed logging of chips and core was conducted. Chips and core photographs were taken as well. All cores were geologically logged, marked and photographed.
	Whether logging is qualitative or quantitative in nature. Core (or The total length and percentage of the relevant intersections costean, channel, etc) photography. studies. logged.  	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.

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 material being sampled.

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

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

The detail contained in these logs is considered sufficient for the

purpose of resource estimation.

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

Julia Creek Project

		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.
assay data laboratory Quality of and	For geophysical tools, spectrometers, handheld XRF instruments, The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  	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.
tests	acceptable levels of accuracy (ie lack of bias) and precision have model, reading times, calibrations factors etc, the parameters used in determining the analysis including Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether applied and their derivation, etc. make and instrument 	ALS complies with ASTM standards for all ore quality tests and is certified by the National Association of Testing Authorities Australia ALS laboratories are regularly benchmarked by external auditors against the highest professional laboratory standard – ISO (NATA). 17025.
	been established.	Accreditation to this standard provides assurance that the laboratory systems are robust and maintained at world-class level.
		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
		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 mpling and sa	The verification of significant intersections by either independent or alternative company personnel. 	means histograms of sedimentary unit composites constructed to check for outliers. Verification of assay data was performed by
assaying	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. The use of twinned holes.  	No outliers were found. Once imported into MineScape gridded assay values were visually inspected to check for anomalies.
	Discuss any adjustment to assay data. 	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 by between 10

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		%, when the CQU unit is discarded (as it is from the resource) matched the the remaining thickness of the Toolebuc Formation historical holes to within an acceptable margin. and 20
		All results received from ALS were supplied in elemental format (ppm). As the vanadium price is quoted according to the concentration of the 5), assay data in V ppm was converted to wt% oxide prior to importing into MineScape. The ppm value was firstly divided by 10 was then wt% of the element (V) 5. O2 multiplied by 1.7852 to convert to wt% V wt%. The 000 to convert to O2 oxide (V
  Location of data points	Accuracy and quality of surveys used to locate drillholes (collar mine workings and other Mineral Resource estimation. Specification of the grid system used. and down-hole surveys), trenches, locations used in	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.
	Quality and adequacy of topographic control.	transformed into MGA 94 Zone 54 prior to importing into MineScape. Old drillhole coordinates are in AMG 84/66 Zone 54 and were
		Worldwide 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 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 m resolution). generated from Data (3-arc-second or 90 was SRTM data point z coordinate. The topography surface shows a consistent +4 Elevation
  Data spacing and	Whether the data spacing and distribution is sufficient to establish Data spacing for reporting of Exploration Results.	Data spacing is sufficient to establish continuity in both thickness and quality. Sedimentary unit composites of quality have been used in
distribution	the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.	resource estimation.

Julia Creek Project

	Whether sample compositing has been applied. 
Orientation of relation to geological structure data in	introduced a sampling bias, this should be assessed and reported Whether the orientation of sampling achieves unbiased sampling mineralised structures is considered to have of possible structures and the extent to which this is known, If the relationship between the drilling orientation and the considering the deposit type. orientation of key material. if  	Composites used, therefore orientation of sampling not seen to introduce bias as all drilling is sub-vertical and sediments gently 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. dipping.
security mple Sa	measures taken to ensure sample security. The 	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	mentary Com
Mineral	Type, reference name/number, location and ownership including 	Julia Creek Project covers EPM 25662, EPM 25681 and EPM 26429.
tenement and	material issues with third parties such as joint agreements or	When combined, these leases cover a total area 176.13 km². A digital
land tenure	ventures, partnerships, overriding royalties, native title interests,	version of these concession boundaries were downloaded by Measured
status	historical sites, wilderness or national park and environmental	from the Queensland Government Department of Natural Resources
	settings.	and Mines website.
	The security of the tenure held at the time of reporting along with 
	any known impediments to obtaining a licence to operate in the
	area.

Exploration done by other

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

	material to the understanding of the A summary of all information
	exploration results including a tabulation of the following

parties		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	mineralisation. Deposit type, geological setting and style of 	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	material to the understanding of the A summary of all information 	See appendices
Information	exploration results including a tabulation of the following
	Material drillholes: information for all
	easting and northing of the drillhole collar o
	elevation or RL (Reduced Level – elevation above sea level in o

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.

Independent Geologist's Report, June 2018

aggregation methods Data	In reporting Exploration Results, weighting averaging techniques, minimum grade truncations (eg cutting of high Material and should be grades) and cut-off grades are usually maximum and/or stated. 	Sample results have been composited over full sedimentary unit thickness using length and density weighting. No metal equivalents have been used.
	typical examples of such aggregations should be shown in detail. procedure used for such aggregation should be stated and some Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the 
Relationship	These relationships are particularly important in the reporting of metal equivalent The assumptions used for any reporting of values should be clearly stated.  	The orientation of drilling/sampling (sub-vertical) is not seen to
mineralisation between	mineralisation with respect to the drillhole angle is known, its nature should be reported. If the geometry of the Exploration Results. 	introduce any bias as all drilling is vertical and sediments mostly gently dipping.
widths and intercept lengths	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'). 
ms Diagra	reported These should include, but not be limited to a plan view intercepts should be included for any significant discovery being maps and sections (with scales) and tabulations of of drillhole collar locations and appropriate sectional views. Appropriate 	See Appendices
Balanced reporting	misleading reporting of practicable, representative reporting of both low and high grades Where comprehensive reporting of all Exploration Results is not and/or widths should be practiced to avoid 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.
substantive exploration Other	reported including (but not limited to): geological observations; material, should be geophysical survey results; geochemical survey results; bulk metallurgical test meaningful and method of treatment; Other exploration data, if samples – size and 	Lithological logging, sampling and assay testing of the Toolebuc Formation, down hole geophysics where available in historic holes and for all new (2015) holes.

data

results; bulk density, groundwater, geotechnical and rock

characteristics; potential deleterious or contaminating substances.

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

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	mentary Com
Database	Measures taken to ensure that data has not been corrupted by, 	was provided to All data relevant to previous resource estimates
integrity	for example, transcription or keying errors, between its initial collection and its use for	Measured by QEM. This data was provided in the form of Minescape
	Mineral Resource estimation purposes. Data validation procedures used. 	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.

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.

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.

The main data sources used in the estimate are the lithological logs/core photographs, down hole geophysical logging, and assays for

Site visits Comment on any site visits undertaken by the Competent Person

Geological interpretation

required to upgrade the degree of resource confidence.
will be classification assigned i.e. Inferred. Closer spaced drilling
quality and has been confirmed with geostatistics for the resource
current drilling density is considered sufficient for seam thickness and
which shows good continuity between data points. Therefore, the
secondary confirmation of the interpretation is the gridded model itself
are based on down holes geophysics, assays and core photographs. A
Confidence in the sedimentary correlations is considered high as they
both base metals, proximate analysis and oil yield.

See figures in appendices.	The extent and variability of the Mineral Resource expressed as 	Dimensions
Historical data previously excluded from the model has been included was identified as adequate after correlations were made to the 2015 holes. Correlations were based on lithological variations, proximate analysis, oil grade and downhole in this estimate. Historical data geophysics where available.
will be classification assigned i.e. Inferred. Closer spaced drilling required to upgrade the degree of resource confidence.

length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.

Target for the Resource (Toolebuc Formation) extends over a strike length or around 11 km in the NNE direction across the project area.

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 The availability of check estimates, previous estimates and/or

Estimation and modelling techniques

software and parameters used.

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. 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

mine production records and whether the Mineral Resource estimate takes appropriate account of such data. 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.

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). Visual validation of all model grids performed to ensure no extreme values have not influenced any of the grids. The entire deposit is

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. 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

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 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

comparison of model data to drillhole data, and use of reconciliation data if available. 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 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).

moisture content.

meters Cut-off para	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 mptions assu or	mining minimum mining dimensions and internal (or, if applicable, external) dilution. It is always necessary as part of the process of methods, mining made regarding possible Assumptions 	methods are envisaged for the extraction of the Mineral and/or Petroleum Resources contained within the Julia Creek mining Open-cut Project.
	may not always be rigorous. methods and parameters determining reasonable prospects for eventual economic methods, but the mining mining Mineral Resources extraction to consider potential made regarding when estimating assumptions	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 which appears to be a reasonable cut-off for resource estimates,
	made. Where this is the case, this should be reported with an mining assumptions explanation of the basis of the	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 economic limit for resource estimates. basis.

Metallurgical mptions factors or assu	metallurgical methods, but the metallurgical treatment processes and may not metallurgical amenability. It is always necessary as part of the process of Where this is the case, this should be determining reasonable prospects for eventual economic Mineral Resources The basis for assumptions or predictions regarding reported with an explanation of the basis of the metallurgical made when reporting extraction to consider potential assumptions regarding always be rigorous. made. assumptions parameters 	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 % of the vanadium. Hydrothermal leaching at 300o C with additives sodium bicarbonate and sodium carbonate in concentrations equivalent to 5 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 hydrothermal leaching of Oil Shales at 340o C recovered about 12 %. 5 showed extraction efficiencies up to 90 O2 V O per lb No recent 2 lbs Na
		for crude oil was at that stage not a viable option given that estimated

Detailed metallurgical studies will be required to identify the optimum
addition to any other potential base metal biproducts (Cu, Mo, Ni and
Measured has not conducted any environmental assessment in the
vanadium have been used by Measured in this estimate.
concession area.
treatment
Zn).
made regarding possible waste and process residue
extraction to consider the potential environmental impacts of the
disposal options. It is always necessary as part of the process of
determining reasonable prospects for eventual economic
While at this stage the

has been assumed, based on values for total moisture obtained from
recent drilling, and documentation from historical reports (Coxhell and
All tonnages have been adjusted to insitu density. 6
Fehlberg, 2000).
methods that adequately account for void spaces (vugs, porosity,
determination of potential environmental impacts, particularly for
moisture and differences between rock and alteration zones
Where these aspects have not been
measured by
Whether assumed or determined. If assumed, the basis for the
method used, whether wet or
measurements, the nature, size and
considered this should be reported with an explanation of the
status of early consideration of these potential environmental
may not always be well advanced, the
Discuss assumptions for bulk density estimates used in the
must have been
materials.

Julia Creek Project

Classification	  	Whether the result appropriately reflects the Competent Person's reliability of input data, confidence in continuity of geology and factors (ie relative confidence in tonnage/grade estimations, Mineral Resources into Whether appropriate account has been taken of all relevant metal values, quality, quantity and distribution of the data). The basis for the classification of the varying confidence categories. 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 The presence of assay results for vanadium has been set as the 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 minimum requirement for a point of observation. structure). variability.
			were investigated and found to have a range in excess of 10,000m in all Minimum spacing between points of observation has been set to 4000m for the inferred category. No attempt has been made to classify measured status, at this stage of the project. Further acquisition of data (infill drilling) will be required to unit thickness obtain an upgrade in confidence of the vanadium Resource. and Yield Shale the resource at indicated or Oil of Semi-variograms cases.
Audits or reviews		Mineral Resource The results of any audits or reviews of estimates.	No audits or reviews of this estimate have been done to date.
Discussion of confidence accuracy/ relative	 	procedures to quantify the relative accuracy of the resource within estimates, and, if local, state the relevant tonnages, which should Person. For example, the application of statistical or geostatistical The statement should specify whether it relates to global or local stated confidence limits, or, if such an approach is not deemed approach or procedure deemed appropriate by the Competent appropriate, a qualitative discussion of the factors that could Where appropriate a statement of the relative accuracy and affect the relative accuracy and confidence of the estimate. Mineral Resource estimate using an confidence level in the	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.

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.

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.

	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
	CQL	811	3.39	8	62	63	298	268
Contingent	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

Summary of Contingent Petroleum Resources as at 31 May 2018

Notes:

1. The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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.

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.

Independent Geologist's Report, June 2018

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.

				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
	CQL	811	3.39	8	62	63	298	268
Contingent	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

Summary of Contingent Petroleum Resources as at 31 May 2018

Notes:

1. The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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.

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.

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.

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.

APPENDIX C:

Drillhole Data (Collars, Samples and Analysis)

Independent Geologist's Report, June 2018

Drillhole Collars

				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
 	 	 	 	 
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
				
 	 	 	 	 
				
				
				

Drillhole Analysis Results

  																																
 																																
 																																
  
  
  
  
 																																
  																																
  																																
  																																
  																																
  																																
 																																
 																																
																																
																																
																																
																																

׆֧֪֚ ر ١ J

  																																		
 																																		
 																																		
  																			
  																			
  																			
  																			
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

Julia Creek Project	Independent Geologist's Report, June 2018

  												
 																																		
 																																		
  												
  												
  												
  												
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

	֦


	۔ ر


	֦֘
Ī



$\overline{a}$

	֦

  
 																																		
 																																		
  
  
  
  
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

Independent Geologist's Report, June 2018

  
 																																		
 																																		
  
  
  
  
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

QEM Limited 2018 Prospectus 171

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  																																		
 																																		
 																																		
  																							
  
  
  
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

 																																		
 				 																														
 		 																								
 	 
 	
 	
 	
 					 																													
 					 																													
 					 																													
 					 																													
 		 		 																														
 					 																													
 			 																															
 			 																															
					 																													
			 																															
			 																															
																																		

  																																
 																																
 																																		
  																																		
  																																		
  																																		
  																																		
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

																		
				 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
																
																
																
																		
																
																
																
																
																
																
																
																		
																
																
																
																
																		
																
																
																
																
																		
																
																
																
																
																
																
																
																
																
																		
																
																

																	
			 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
															
																	
															
															
															
															
															
															
																	
															
															
															
															
															
																	
															
															
															
															
															
															
															
															
															
																	
															
															
															
																	
															
															
															
															
																	

  																																	
 																																	
 																																		
  																																		
  																																		
  																																		
  																																		
 																																		
  																																		
  																																		
  																																		
  																																		
  																																		
 																																		
 																																		
																																		
																																		
																																		
																																		

  													
 																																	
 																																	
  																
  																
  																
  																
 																																	
  																																	
  																																	
  																																	
  																																	
  																																	
 																																	
 																																	
																																	
																																	
																																	
																																	

Solicitor's Report Section 10

KING&WGDD MALLESONS

Level 33 Waterfront Place ¹ Eagle Street Brisbane QLD 4000 Australia T +61 7 3244 8000 F +61 7 3244 8999

www.kwm.com

17 July 2018

To David Palumbo Company Secretary Queensland Energy & Minerals Pty Ltd 1095 Waterworks Road The Gap QLD 4061

Dear David

Solicitor's Tenement Report - EPMs 25662, ²⁵⁶⁸¹ and ²⁶⁴²⁹

This report (Report) is prepared for inclusion in a prospectus (Prospectus) to be issued by Queensland Energy & Minerals Pty Ltd ACN 167 966 770 (converting to a public company limited by shares and changing its name to 'QEM Limited') (Company) for an offer to the public by the Company of 25,000,000 fully paid ordinary shares (Shares) at an issue price of \$0.20 per share to raise \$5,000,000 (Offer).

¹ Introduction

This Report relates to the following tenements:

(a) exploration permit for minerals no. 25662 granted under the Mineral Resources Act 1989 (Qld) (MR Act) in Queensland (Qld) (EPM 25662);
(b) exploration permit for minerals no. 25681 granted under the MR Act in Qld (EPM 25681); and
(c) exploration permit for minerals no. 26429 granted under the MR Act in Qld (EPM 26429).

This Report refers to EPM 25662, EPM 25681 and EPM 26429, collectively, as the Tenements.

The Company holds a 100% registered interest in each of the Tenements.

Details of the Tenements, as disclosed by our searches, are set out in the Schedule of Tenements at the end of this Report. The Schedule of Tenements forms part of this Report.

As relevant to the Prospectus, this Report also gives an overview of laws relating to the Tenements, native title and Aboriginal cultural heritage.

2 Searches

We have conducted and considered the following searches and enquiries in respect of the Tenements:

(a) a search of the register maintained by the Qld Department of Natural Resources, Mines and Energy (DNRME) pursuant to the MR Act, on 17 July 2018;
(b) a search of the Native Title Register mainlined by the National Native Title Tribunal (NNTT), as at 17 July 2018;
(c) a search of Qld on-line mapping systems to determine the existence of overlapping tenements for commodities other than minerals (see the Schedule of Tenements) on 17 July 2018; and
(d) searches of the Cultural Heritage Database and Register maintained by the Queensland Department of Aboriginal and Torres Strait Islander Partnerships (DATSIP) as at 17 July 2018.

3 Results of searches

3.1 Tenement searches

We have summarised the results of our searches referred to above in the Schedule of Tenements, which is at the end of this Report.

As a result of those searches, and subject to the statements and qualifications set out in this Report, we are satisfied that the information and particulars included in this Report in relation to the Tenements (including the Schedule of Tenements), comprise an accurate statement of the status of the Tenements as at the applicable date on which the searches were conducted.

3.2 Native title

We conducted searches of the Native Title Register on 17 July 2018 to ascertain if there are any native title claims, native title determinations or indigenous land use agreements (ILUAs) that overlap with the area of the Tenements. The search results disclosed that there are no such claims, determinations or ILUAs that overlap with the Tenements. We also reviewed the resource authority public reports for each of the Tenements, which also contains detail of how native title was addressed for the grant of the Tenements.

EPM 25662 and EPM 25681 were granted following application of the expedited procedure and the grants were made subject to the Native Title Protection Conditions (NTPCs). EPM 26429 was granted exclusive of all areas where native title may continue to exist. This means that the licence holder is prohibited from conducting exploration activities on any land or waters within the area of EPM 26429 without complying with the requirements under the Native Title Act 1993 (Cth) (NTA) for the relevant areas.

The grant of higher forms of tenure (including mineral development licences and mining leases) for all of the Tenements that include areas where native title may exist will require compliance with the NTA. However, substantive procedural obligations will only arise where there is a registered native title claim or a determination that native title exists at the end of four months after a notice is issued by the State in accordance with the relevant provisions under the NTA of the proposed grant of the Tenements.

3.3 Aboriginal cultural heritage

We obtained searches of the Cultural Heritage Database and Register for information about cultural heritage studies and Aboriginal cultural heritage sites on 17 July 2018. The results of Cultural Heritage Database and Register search identified:

(a) no Aboriginal cultural heritage sites within the areas of the Tenements;
(b) no Aboriginal party or cultural heritage body recorded within the area of the Tenements; and
(c) no cultural heritage management plans recorded within the area of the Tenements.

Under the Aboriginal Cultural Heritage Act 2003 (Qld) (ACH Act), any person carrying out an activity must take all reasonable and practicable measures to ensure the activity does not harm Aboriginal cultural heritage (known as the "cultural heritage duty of care"). This obligation applies whether or not such places

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are recorded in an official register and whether or not they are located on private or Crown land. There are various ways in which a person carrying out an activity can discharge the statutory obligation, including by acting in accordance with an approved cultural heritage management plan, acting in accordance with a cultural heritage management agreement with an Aboriginal party, acting in accordance with the NTPCs, or acting in accordance with the Cultural Heritage Duty of Care Guidelines (Guidelines).

While the NTPCs can be used to discharge the cultural heritage duty of care for EPM 25662 and EPM 25681, as EPM 26429 was not granted subject to the NTPCs, the only apparent means of compliance for that tenement is the Guidelines. However, the Guidelines are prescriptive about the landscapes they can be used in relation to as well as the types of activities that can be done without agreement of the Aboriginal parties for the area. Discharge of the cultural heritage duty of care for that tenement may require an agreement with the Aboriginal parties for the area, depending on the activities to be undertaken.

4 Assumptions and quaSifications

This Report is based on, and subject to, the assumptions and qualifications set out below and as otherwise specified elsewhere in this Report:

(a) We have relied on information provided by third parties, including the DNRME, NNTT and DATSIP in response to searches made, or caused to be made, by us and have relied upon that information being accurate, complete and up to date. This Report does not comment on whether any changes have occurred in respect of the Tenements between the date on which the searches were conducted and the date of the Prospectus.
(b) We express no opinion as to whether:
(i) the holder of the Tenements has, to date, complied with the conditions of grant of the Tenements or any obligations under applicable environmental laws;
(ii) any future application for the renewal of the Tenements will be granted, although we have no reason to believe that such an application or renewal will be refused;
(iii) adequate expenditure to meet any expenditure requirements under the MR Act, or activities to meet any work program requirements under the MR Act, have been made/performed by the Company in connection with the Tenements, although we have no reason to believe that any such expenditure or work has not been made/performed; and
(iv) the description of any area in the Schedule of Tenements is accurate. These details are taken from searches of DNRME records and it is not possible to verify the accuracy of those records without conducting further on site surveys.
(c) Native title or Aboriginal cultural heritage sites or objects may exist in the areas covered by the Tenements. Whilst we have conducted searches to ascertain what native title claims and heritage sites have been registered over these areas, we have not conducted any independent investigations (whether on or off site) regarding the likely existence or non-existence of native title or Aboriginal cultural heritage sites or objects.
(d) Save as set out in this Report, we have not undertaken any independent investigations as to whether the Tenements have been validly granted in relation to native title considerations.

5 The MR Act

The MR Act regulates the assessment, development and utilisation of mineral resources in Qld. In Qld, the Crown owns all minerals on or below the surface of the land, except in certain limited circumstances. As the owner of the minerals, the Crown is entitled to grant mining tenements that confer rights on licensees or lessees to explore for and mine minerals in accordance with the MR Act.

5.1 Exploration permit for minerals (ERMs)

EPM rights

An EPM gives the licence holder the right to explore for minerals within the licence area. "Minerals" is broadly defined under the MR Act and expressly includes "oil shale", and also encompasses vanadium. Vanadium is a 'non-prescribed mineral' under the MR Act because it is "a substance:

(a) normally occurring naturally as part of the earth's crust; or

(b) that may be extracted from a substance mentioned in paragraph (a)."

The Tenements give the Company exclusive rights to explore for oil shale and vanadium (as well as all minerals other than coal) within the Tenements area, but the Tenements do not permit mining, nor do they guarantee a mineral development licence (for retention and/or to further define specific minerals) or a mining lease (to conduct mining activities) will be granted.

"Explore" is defined in the MR Act and means to take action to determine the existence, quality and quantity of minerals on, in or under land by:

(a) prospecting;
(b) using instruments, equipment and techniques appropriate to determine the existence of any mineral;
(c) extracting and removing from land for sampling and testing an amount of material, mineral or other substance in each case reasonably necessary to determine its mineral bearing capacity or its properties as an indication of mineralisation; and
(d) doing anything else prescribed under a regulation.

However, the right to "explore" is subject to the provisions of the MR Act and the land access provisions of the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) (MERCP Act). Under the MERCP Act, where only preliminary activities are being carried out under the EPM, the licence holder must give each owner and occupier of the land a written notice of entry about the entry.

A "preliminary activity" is an authorised activity for the EPM that will have no impact, or only a minor impact, on the business or land use activities of any owner or occupier of the land on which the activity is to be carried out. The MR Act mentions the following activities (not an exhaustive list) as examples of a preliminary activity:

(a) walking the area of the permit or licence;
(b) driving along an existing road or track in the area;
(c) taking soil or water samples;

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(d) geophysical surveying not involving site preparation;
(e) aerial, electrical or environmental surveying; and
(f) survey pegging.

However, if the licence holder proposes to carry out an advanced activity under the EPM, it must ensure that each owner or occupier of the land:

(a) is a party to a conduct and compensation agreement (CCA) about the advanced activity and its effects;
(b) is a party to a deferral agreement (an agreement between the EPM holder and an owner or occupier of land permitting a CCA to be entered into after entry to the land);
(c) has elected to opt out from entering into a CCA or deferral agreement; or
(d) is an applicant or respondent to an application relating to the land made to the Land Court,

before it may enter the land to carry out an advanced activity.

An "advanced activity" is an authorised activity for the EPM other than a preliminary activity. The MR Act mentions the following activities (not an exhaustive list) as examples of advanced activities:

(a) levelling of drilling pads and digging sumps;
(b) bulk sampling;
(c) open trenching or costeaning with an excavator;
(d) vegetation clear-felling;
(e) constructing an exploration camp, concrete pad, sewage or water;
(f) treatment facility or fuel dump;
(g) geophysical surveying with physical clearing;
(h) carrying out a seismic survey using explosives;
(i) constructing a track or access road; and
(j) changing a fence line.

Term, renewal and conditions of grant

Unless the Minister determines otherwise, the initial term of an EPM shall be for a period not exceeding 5 years commencing on the date specified in the permit (being a date not earlier than the date of the permit). The holder of an EPM may apply to renew the permit within the period of six to three months before the EPM expires.

EPMs are granted subject to standard and/or special conditions such as:

(a) complying with the mandatory provisions of the land access code;
(b) carrying out programs of work and studies for the purposes for which the EPM was granted and in accordance with the MR Act;
(c) carrying out improvement restoration for the EPM;
(d) removing all equipment and plant on or in the area of the EPM prior to the termination of the EPM;
(e) not obstructing or interfering with any right of access by any person who has a right of access;
(f) giving annual reports, relinquishment reports and exploration study reports to the Minister;
(g) the payment of rent and of a security deposit;
(h) complying with the MR Act and Mineral Resources Regulation 2013 (Qld) (MR Regulation); and
(i) any other conditions determined by the Minister.

Activities in the area of an overlapping geothermal exploration tenement

Part of the area of EPM 26429 is overlapped by an application for a geothermal exploration tenement held by LGE Operating Company Pty Ltd (Overlap Area). The application was lodged on 27 June 2014 and is yet to be granted. If the application is granted, the Company cannot carry out exploration activities within the Overlap Area if:

(a) carrying out the activity adversely affects the carrying out of an authorised activity for the geothermal exploration tenement; and
(b) the authorised activity for the geothermal exploration tenement has already started.

Restricted land

The MERCP Act provides that a licence holder must not enter restricted land, to carry out authorised activities for the EPM, unless each relevant owner or occupier for the restricted land has given written consent to the licence holder to carry out the activity. "Restricted land" for an EPM is:

(c) land within 200 metres of:
(i) a permanent building used for residence, businesses, childcare centres, hospitals, libraries, places of worship and other community, sporting or recreational purposes;
(ii) areas used for schools and aquaculture, intensive animal feedlotting, pig keeping or poultry farming as provided under the Environmental Protection Act; and
(iii) land within 50 metres of artesian wells, bores, dams, water storage facilities, principal stockyards, cemetery, burial places and an area, building or structure prescribed by the MR Regulation.

We have not undertaken any assessment of whether there is any restricted land in the area of the Tenements.

Compensation

Compensation is payable by the holder of an EPM to each owner and occupier of private land or public land that is in the authorised area of, or is access land for, the EPM (each an Eligible Claimant) for any compensatable effect suffered by the Eligible Claimant in connection with authorised activities carried out by the EPM holder or a person authorised by the EPM holder. The MERCP Act defines "compensatable effect" to mean:

(a) in respect of land:

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(i) deprivation of possession of its surface;
(ii) diminution of its value;
(iii) diminution of the use made or that may be made of the land or any improvement on it;
(iv) severance of any part of the land from other parts of the land or from other land that the eligible claimant owns; and
(v) any cost, damage or loss arising from the carrying out of activities under the resource authority on the land.
(b) accounting, legal or valuation costs the Eligible Claimant necessarily and reasonably incurs to negotiate or prepare a CCA; and
(c) consequential damages the Eligible Claimant incurs because of any of the above matters.

In circumstances where agreement cannot be reached regarding the CCA, the matter can be ultimately resolved by the Land Court.

Rehabilitation by EPM holder

EPM holders are also required to rehabilitate areas disturbed by exploration activities and must provide security sufficient to cover the likely rehabilitation costs in the event that they default on this obligation.

Cancellation of an EPM

The Minister may cancel an EPM if the EPM holder:

(a) requests the cancellation;
(b) has carried out activities that are not bona fide for the purposes for which the EPM was granted;
(c) has failed to comply with any condition that is to be observed and performed by the EPM holder;
(d) has failed to pay the rental payable; or
(e) has failed to report to the Minister upon the discovery of any mineral as required by the MR Act.

Relinquishment of area of EPMs

The area of land over which an EPM is granted must be reduced by 40% by the end of the first 3 years after the EPM is granted and by a further 50% of the remaining area by the end of the first 5 years after the EPM is granted.

Each time an EPM is renewed for a further term, the area of the EPM must be reduced by a further 40% of the remaining area of the permit by the end of the first 3 years after the day the renewed permit started and by a further 50% of the remaining area of the permit by the end of the first 5 years after the day the renewed permit started.

Variation of EPM conditions

An EPM holder may apply to the Minister to vary the conditions of an exploration permit. For example, an EPM holder may apply to vary its relinquishment obligations, thereby allowing the EPM holder to retain either a larger portion of, or the full area of, the exploration licence area despite the relinquishment obligations outlined above.

5.2 Mineral development licences

Mineral development licences (MDLs) are a form of retention tenure for the purpose of undertaking further studies of a resource to evaluate the development potential of the defined resource.

Generally, a MDL can only be granted in respect of land which is in the area of an exploration permit held by the MDL applicant for the same mineral where there is a significant mineral occurrence of possible economic potential.

Term, renewal and conditions of grant

The initial maximum term for a MDL is usually 5 years and is renewable for periods up to five years. However, the Minister has discretion to grant a MDL for a longer period of time if satisfied of certain requirements.

MDLs are usually granted subject to standard and/or special conditions such as:

(a) complying with the mandatory provisions of the land access code;
(b) carrying out programs of work and studies for the purposes for which the MDL was granted and in accordance with the MR Act;
(c) carrying out improvement restoration for the MDL;
(d) removing all equipment and plant on or in the area of the MDL prior to the termination of the MDL;
(e) not obstructing or interfering with any right of access by any person who has a right of access;
(f) giving annual reports, relinquishment reports and activity reports to the Minister;
(g) the payment of rent and of a security deposit;
(h) complying with the MR Act and the MR Regulation; and
(i) any other conditions determined by the Minister.

MDL rights and permitted activities

Subject to the provisions of the MR Act, an MDL gives the MDL holder exclusive rights to undertake specified activities leading to the evaluation and economic development of an ore body within the licence area, but does not permit mining, nor does it guarantee a mining lease (to conduct mining) will be granted. The activities permitted under a MDL include:

(a) geological, geophysical and geochemical programs and other works as are reasonably necessary to evaluate the potential for development of any mineral occurrence of possible economic potential occurring in or on the area of the MDL;
(b) mining feasibility studies;
(c) metallurgical testing;
(d) environmental studies;
(e) marketing studies;
(f) engineering and design studies; and

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(g) such other activities as the Minister considers appropriate.

Grant requirements

To be granted a MDL, applicants must demonstrate to the satisfaction of the Minister:

(a) there exists to a high degree of definition on or in the land a significant mineral occurrence of possible economic potential (Resource Definition);
(b) the area of land applied for is appropriate to further investigation of that occurrence; and
(c) the MDL applicant has the financial and technical resources to carry out activities pursuant to the MDL.

In considering the Resource Definition qualities of the land, the overall level of geological knowledge within the MDL application area and in particular, of any identified resource(s) within that area, must clearly demonstrate that the MDL application area is a mature exploration area and has definable resource development potential.

A significant mineral occurrence with economic potential under a MDL application can be either;

(a) a mineral resource with a 50% inferred classification in accordance with the JORC Code 2012 edition evidenced by a report and resource statement for the MDL area; or
(b) demonstrated through a geological confidence statement of the potentially economic resource provided by a competent person, and provision of the documents on which the competent person's statement is based on.

5.3 Mining leases

Mining lease rights

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

As stated above (see section 5.1) in the context of mineral exploration, the MR Act broadly defines what is a "mineral", which includes oil shale and vanadium. Therefore, a ML will authorise the Company to mine (ie extract on a commercial basis) oil shale and vanadium. As set out below (see section 5.4), once the Company is at the stage of deriving petroleum or oil from the oil shale, the Company will require a petroleum facility licence under the Petroleum and Gas (Safety and Production) Act 2004 (Qld) (P&G Act) to carry out these processing activities.

Term, renewal and conditions of grant

The initial term of a ML is for the period decided by the Minister. A ML takes effect on the first day of the next month following the grant of the ML. The term of the ML cannot be longer than the period for which compensation has been agreed or decided (see below).

MLs are renewable within the renewal period, being not more than one year before the current term expires but at least six months before the current term expires. A mining lease is granted subject to conditions of grant that must be complied with by the lease holder.

Grant requirements

To be granted a ML, applicants must demonstrate that:

(a) there are sufficient reasons why the ML should be granted in respect of the area, shape and term of the proposed ML;
(b) the mining program proposed, its method of operation, and indication of when operations are expected to start is acceptable to the chief executive;
(c) proposals for infrastructure requirements necessary to enable the mining program to proceed, or additional activities to be carried on to work out the infrastructure requirements is acceptable to the chief executive;
(d) the estimated human, technical and financial resources proposed to be committed to authorised activities for the proposed mining lease during the term of the lease, if granted, is acceptable to the chief executive; and
(e) the ML applicant has the financial and technical resources to carry out activities pursuant to the ML.

In addition to the requirements set out above, compensation must be determined before the Minister can grant a ML (see further details, below).

If the chief executive is satisfied that the ML applicant is eligible to apply for the ML and has complied with the requirements of the MR Act, the chief executive must give the applicant a written notice for the application (ML Notice).

Compensation

The Minister cannot grant or renew a ML unless compensation has been determined (whether by agreement or by determination of the Land Court) between the ML applicant and each person who is the owner of land the surface of which is the subject of the ML application and of any surface access to the ML land.

The heads of compensation an owner of land is entitled to include:

(a) deprivation of possession of the surface of land of the owner;
(b) diminution of the value of the land of the owner or any improvements thereon;
(c) diminution of the use made or which may be made of the land of the owner or any improvements thereon;
(d) severance of any part of the land from other parts thereof or from other land of the owner;
(e) any surface rights of access; and
(f) all loss or expense that arises.

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

Notification requirements

The ML applicant must give a copy of the ML Notice and ML application to each person affected by the ML application within 5 business days of receipt of the ML Notice. The ML applicant must also publish the ML Notice in a newspaper circulating generally in the area of the land subject to the ML application. The ML Notice will specify the last day for lodgement of objections to the ML application.

Objection to application for grant of ML

In Queensland, anyone can object to a ML application (as well as to the associated application for an environmental authority). Objections to a ML application must be lodged with the chief executive. An objection must state the grounds of objection and the facts and circumstances relied on by the objector in support of those grounds. The objection will be referred to the Land Court for determination. An aggrieved party may appeal the decision to the Land Appeal Court.

Decision in respect of the application

The Minister may at any time reject an application for the grant of a ML if the Minister is satisfied that the applicant has not complied with the MR Act or, the Minister considers that it is not in the public interest for the ML to be granted.

If the ML application is rejected, the ML applicant may appeal against the rejection to the Land Court by lodging a written notice of appeal with the registrar of the Land Court within 20 business days of the rejection The Land Court will hear and determine the appeal and its decision is final.

Restricted land

A ML may be granted over restricted land only if each relevant owner for the restricted land consents in writing to the ML application and the ML applicant lodges each relevant owner's consent with the chief executive.

Rehabilitation by ML holder

ML holders are also required to rehabilitate areas disturbed by development activities and must provide security sufficient to cover the likely rehabilitation costs in the event that they default on this obligation.

Cancellation of ML

The Minister may cancel a ML if the ML holder has:

(a) carried out activities that are not bona fide for the purpose for which the ML was granted;
(b) failed to pay the royalty or any other moneys payable thereunder;
(c) failed to comply with any condition that is to be observed and performed by the ML holder;
(d) failed to pay rental.

Mining lease application in the area of a overlapping geothermal exploration tenement

There are additional requirements under the MR Act where a ML application is lodged over the Overlap Area

The ML application holder must give a copy of the application to the overlapping geothermal exploration tenement holder (Geothermal Party) and the ML application must additionally include:

(a) the likely effect of proposed mining activities on the future activities of the Geothermal Party;

(b) the technical and commercial feasibility of coordinating the proposed activities and the future carrying out of the authorised activities;
(c) the potential for the parties to make coordination arrangement (ie an agreement regarding the coordination of their activities in the Overlap Area); and
(d) the public interest.

The Geothermal Party may lodge submissions regarding the application to the Minister. The submissions may indicate that the Geothermal Party wishes to be awarded priority (for its project) by the Minister or that the Geothermal Party does not object to the grant of the ML and does not wish to obtain a priority. A copy of any such submissions must be given to the ML holder. Where a priority is sought, the Minister must make a preference decision regarding whether the project of the ML applicant or the Geothermal Party will proceed. Priority can only be given to the Geothermal Party if the Minister considers:

(a) it is unlikely the ML applicant and the Geothermal Party will enter into a coordination arrangement or such an arrangement for the proposed ML is not commercially or technically feasible; and
(b) the public interest would be best served by not granting a ML to the applicant first.

5.4 Production of petroleum or oil from oil shale

As stated above (see section 5.3) .where the Company wishes to extract and process petroleum or oil from oil shale, DNRME advises that, in addition to holding a ML (to authorise the mining of the oil shale), the Company is required to hold a petroleum facility licence (PFL) granted under the P&G Act.

The grant of a PFL will authorise the Company to construct and operate a "petroleum facility", being a facility for the distillation, processing, refining, storage or transport of petroleum or oil.

To be granted a PFL, the Company must first obtain "petroleum facility land" over the area of the licence (ie where construction and operation of the petroleum facility will occur). Petroleum facility land is land:

(a) that the licence holder owns; or
(b) over which the licence holder:
(i) holds an appropriate easement for the construction or operation of the petroleum facility; or
(ii) has obtained the owner's written permission to enter to construct or operate the petroleum facility; or
(iii) holds a Ministerial permission under the P&G Act, to enter to construct or operate the petroleum facility.

In considering whether or not to grant a PFL (and deciding its provisions), the Minister must consider:

(a) the applicant's financial and technical resources and ability to safely and competently manage the construction and operation of the proposed petroleum facility;
(b) the appropriateness of the location, configuration, design and construction methods for the petroleum facility;

37294182 4 12

(c) any possible impacts of activities under the PFL on authorised activities under a mining tenement;
(d) the purpose of the facility; and
(e) the public interest.

6 Key environmental approvals

In Queensland, a proponent for mining and/or petroleum activities is required to obtain an environmental authority (EA) under the Environmental Protection Act 1994 (Qld) (EP Act) before that mining or petroleum activity can be undertaken.

An EA has already been obtained for the activities authorised under EPM25662 and EPM26429.

It is expected that as part of any application process for a ML or PFL, an environmental impact assessment process will also be required to be undertaken pursuant to the requirements to the EP Act. We are instructed that the Company has made a budget allowance to undertake the required environmental assessment process.

To the extent that an approval is also required under the Environment Protection and Biodiversity Conservation Act 1999 (Cth) for the actions proposed to be undertaken by the Company, it is expected that the environmental impact assessment will be undertaken so that one assessment will meet the requirements of both Acts.

7 Native title

Native title is the recognition under Australian law that some Indigenous people (Aborigines and Torres Strait Islanders) continue to hold rights and interests in their traditional lands and waters, which is linked to their traditional laws and customs. Native title can be extinguished in a number of ways, including by the grant of certain title by the Crown, such as freehold title and certain exclusive possession leases, as well as by the construction of public works, such as roads, public buildings, railways, that satisfy certain criteria specified under the NTA.

The grant of a tenement (whether for exploration or production) after ¹ January 1994 will generally constitute a 'future act' within the meaning of the NTA where native title cannot be shown to be extinguished, as the grant of such tenements will affect native title rights and interests (areas where native title is commonly taken to be extinguished include areas subject to freehold title). In such cases, procedural rights are given to determined native title holders or registered native title claimants of the area of land that will be affected by the grant of the tenement. The procedural rights take the form of a right to negotiate (RTN) about the grant of the tenement.

Where the parties reach agreement during the RTN process, the usual practice is for consents to be given in a 'Section 31 Deed', to which the State (as the grantor of the tenements) is also a party, together with an 'Ancillary Agreement' which is confidential to the proponent and the native title parties and sets out the commercial terms upon which the native title parties gave their consents.

For exploration tenements, the 'expedited procedure' under section 32 of the NTA can apply. In such circumstances, the RTN does not apply. The native title parties for the area have the right to object to the application of the expedited procedure within four months of the date of the notice of the proposed grant of a tenement in accordance with section 32 of the NTA. If the objection is not withdrawn, the NNTT must determine whether the expedited procedure can apply or not. If it can, the State can proceed with the grant. If it cannot, the State and the applicant must carry out the RTN.

Where there are no objections or if the objections are withdrawn, the tenements can be granted subject to the NTPCs (which set out procedures for managing the impacts of tenement activities on any extant native title rights and interests and sites of particular significance). Where there are no registered native title claims or determinations that native title exists at the end of four months after a notice of the proposed grant is issued, there are no further obligations under the NTA for the State to be able to grant the tenement.

If areas where native title exists or may exist are excluded from a tenement, no compliance requirements under the NTA apply. However, if the tenement holder wishes to conduct exploration activities over such areas, the RTN or expedited procedure will need to be completed and the areas added to the tenement. For the grant of a higher form of tenure (such as a mineral development licence or a mining lease) which includes any areas where native title exists or may exist, compliance with the NTA will be required. Again, if there are no registered native title claims or determinations that native title exists at the end of four months after the notice of the proposed grant is issued, no further requirements under the NTA apply.

8 Aboriginal cultural heritage

The objective of the ACH Act is 'to provide effective recognition, protection and conservation of Aboriginal cultural heritage' (section 4). The ACH Act imposes a statutory duty of care (called the 'cultural heritage duty of care') on proponents when undertaking any project: 'A person who carries out an activity must take all reasonable and practicable measures to ensure the activity does not harm Aboriginal cultural heritage' (section 23(1)). The cultural heritage duty of care applies to all land in Queensland, regardless of the tenure (including whether it is freehold or Crown land).

Failure to comply with the cultural heritage duty of care under the ACH Act may result in prosecution by the State against a proponent (either an individual or corporation), Ministerial stop orders or injunction applications being made by the relevant Aboriginal parties. Corporations are liable to fines of up to \$1,261,500, and individuals up to \$126,150. Terms of imprisonment of up to two years may also be imposed for certain offences.

A project proponent will be taken to have discharged their duty of care obligations by a number of means including by acting in accordance with:

(a) an approved cultural heritage management plan (CHMP) with an Aboriginal party;
(b) a 'native title agreement' (such as an indigenous land use agreement or an ancillary agreement) under the NTA;
(c) 'another agreement' (CHMA) with an Aboriginal Party that makes provision for managing Aboriginal cultural heritage;
(d) the Guidelines; or
(e) the NTPCs.

37294182 4 14

An approved CHMP is mandatory in certain circumstances (including where an environmental impact statement (EIS) is required for a project), and must formally be approved by the Cultural Heritage Unit (a division of DATSIP). Although one means of cultural heritage compliance may suitable for an exploration tenement (such as the NTPCs where applicable or a CHMA), because of the higher impact on the land of a production tenement, a new arrangement may be required to manage the impacts on cultural heritage. An EIS, and therefore a CHMP, is routinely required for mining production tenements.

Where a CHMP or a CHMA is proposed d, it must be negotiated with the Aboriginal Party for the area. Sections 34 and 35 of the ACHA provide that the Aboriginal Party is identified having regard to the native title holder or applicant status for the area, or absent any people having such status, the people who have particular knowledge about traditions, observances, customs or beliefs associated with the area, and responsibility under Aboriginal tradition for some or all of the area.

9 Consent

This Report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus. This Report is not to be relied upon by, or disclosed to, any other person or used for any other purpose or quoted or referred to in any public document (other than in connection with the issue of the Prospectus) or filed with any Government body or other person (other than in connection with the Prospectus) without our prior written consent.

Yours sincerely

¹ Schedule of Tenements

EPM 25662
All minerals other than coal
Queensland Energy & Minerals Pty Ltd
Granted (23 January 2015)
I 5 years (23 January 2015-22 January 2020) _________
23 kilometres south east of Julia Creek
of the grant date)	\$6,543.60 (\$155.80 per unit) due each year on 23 January (the anniversary
Current sub-blocks: 42 (or approximately 126 square kilometres)	Relinquishment schedule: 2015-2016: 42 sub-blocks 2016-2017: 42 sub-blocks 2017-2018: 42 sub-blocks 2018-2019: 42 sub-blocks 2019 - 2020: 42 sub-blocks * Despite the relinquishment obligations outlined in this letter, QEM successfully applied for a variation of its relinquishment conditions in 2017. The effect of this approval is that QEM is not required to relinquish sub-blocks in years 4 and 5.
Year 1 (2015-2016) Activity: Data Review - 21 days Re-logging historical core - 3 days Mapping - 2 days Drilling - 100m over 1 hole Assays -10 samples Total Expenditure: \$64,470	Year 2 (2016-2017) Activity: Drilling Diamond - 200m over 2 holes Assays - 30 samples Other studies - 2 days Total Expenditure: \$77,000
Year 3 (2017-2018)	Year 4 (2018-2019)

37294182 4 16

Activity:	Activity:
Data interpretation - 2 days	Drilling Diamond - 500m over 5 holes
Drilling Diamond - 400m over 4	Assays - 50 samples
holes	Total Expenditure: \$182,000
Assays - 40 samples
Total Expenditure: \$152,000
Year 5 (2019-2020)
Activity:
Drilling Diamond - 500m over 5 holes
Data interpretation - 2 days
Total Expenditure: \$172,000
Nil
Nil
Nil
Nil

	EPM 25681
	All minerals other than coal
	Queensland Energy & Minerals Pty Ltd
	Granted (6 March 2015)
	5 years (6 March 2015 - 5 March 2020)
	23 kilometres south east of Julia Creek
	grant date)	\$311.60 (\$155.80 per unit) due each year on 6 March (the anniversary of the
	Current sub-blocks: 2 (or	Relinquishment schedule:
	approximately 6 square	2015-2016: 2 sub-blocks
	kilometres)	2016-2017: 2 sub-blocks
		2017-2018: 2 sub-blocks
		2018-2019: 2 sub-blocks*
		2019-2020: 2 sub-blocks*
		* Despite the relinquishment obligations outlined in this letter, QEM successfully applied for a variation of its relinquishment conditions in 2018. The effect of this approval is that QEM is not required to relinquish sub-blocks in years 4 and 5.
	Year 1 (2015-2016)	Year 2 (2016-2017)
	Activity:	Activity:
	Regional & historic data compilation & review, including target appraisal & ranking; Target selection - sampling; Mapping	Rotary & diamond drilling (1 holes for 80m) / XRF analysis & wireline logging; Assaying mineral & oil content; Update prospect & target rankings Total Expenditure: \$37,000
	Total Expenditure: \$3,500
	Year 3 (2017-2018)	Year 4 (2018-2019)
	Activity:	Activity:
	Diamond drilling (2 holes for 80m) / XRF analysis with wireline logging; Update	Diamond drilling (2 holes for 80m) / XRF analysis with wireline logging; Assays
	prospect & target rankings;	Total Expenditure: \$71,000

Assays
Total Expenditure: \$72,000
Year 5 (2019-2020)
Activity:
Diamond drilling (2 holes for 80m) / XRF analysis with wireline logging; Update prospect & target rankings
Total Expenditure: \$71,000
Nil
Nil
Nil
Nil

EPM 26429
All minerals other than coal
Queensland Energy & Minerals Pty Ltd
Granted (16 March 2017)
5 years (16 March 2017 -	15 March 2022)
23 kilometres south east of Julia Creek
the grant date)	\$1,713.80 (\$155.80 per unit) due each year on 16 March (the anniversary of
Current sub-blocks: 11 (or	Relinquishment schedule:
approximately 33 square	2017-2018: 11 sub-blocks
kilometres)	2018-2019: 11 sub-blocks
	2019-2020: 11 sub-blocks
	2020 - 2021: 7 sub-blocks (or
	approximately 21 square kilometres) 2021 -2022: 7 sub-blocks
Year 1 (2017-2018)	Year 2 (2018-2019)
Activity:	Activity:
Desktop studies - historical data, target ranking, 1 day	Drilling -rotary/diamond, wireline logging, pXRF, 2 holes, 200m
Site technical - historical core re-logging, 1 days	Sample analysis - mineral and oil content, 30 samples
Mapping - geological, 1 day	Desktop studies - Review prospects,
Drilling - reverse circulation, 1	target ranking, 1 day
hole, 100m	Total Expenditure: \$66,000
Sample analysis - general sample assays, 10 samples
Total Expenditure: \$38,000
Year 3 (2019-2020) Year 4 (2020-2021)
Activity:	Activity:
Drilling - rotary/diamond, wireline logging, pXRF, 2 holes, 200m	Drilling -rotary/diamond, wireline logging, pXRF, 2 holes, 200m
Sample analysis - general	Sample analysis - general sample assays, 30 samples

sample assays, 40 samples	Total Expenditure: \$65,000
Desktop studies - Review prospects, target ranking, 2 day
Total Expenditure: \$72,000

Year 5 (2021 - 2022)
Activity:
Drilling -rotary/diamond, wireline logging, pXRF, 3 holes, 200m
Desktop studies - Review prospects, target ranking, 2 day
Total Expenditure: \$77,000
Nil
Nil
Nil.
	ERG 111 (application) lodged on 27 June 2014 and held 100% by LGE Operating Company Pty Ltd. The application is for a geothermal energy exploration tenement. ERG 111 overlaps approximately 55% of EPM 26429.

Application Forms

THIS PAGE IS INTENTIONALLY BLANK

QEM LIMITED

ACN 167 966 770

Application Form

Application Options:

QEM Limited 2018 Prospectus 207 Applicants who received this Application Form from their broker must return their Application Form and Application Monies back to their broker

with your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.

C = Company; P = Partnership; T = Trust; S = Super Fund

Broker Code				Adviser Code

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://automic.com.au/qemlimited.html

Pay electronically: Applying online allows you to pay electronically, for Australian residents through BPAY®. Overseas Applicants in permitted jurisdictions can also pay electronically through an electronic funds transfer.
Get in first, it's fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.
It's secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your Application has been successfully processed.

To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application and Pay by Cheque

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on the reverse.

1. Number of Shares applied for Application payment (multiply box 1 by \$0.20 per Share) , , A\$ , , Applications must be for a minimum of 10,000 Shares (A\$2,000)
2. Applicant name(s) and postal address: refer to naming standards for correct form of registrable title(s) overleaf Name of Applicant 1

Name of Applicant 2 or

Name of Applicant 3 or

Postal address Unit / Street Number / Street name or PO Box


Suburb/Town State Postcode

Country and ZIP Code (if outside Australia)


3. Contact details Telephone Number Contact Name (PLEASE PRINT)
( )
Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
4. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in sections 2 do not match exactly

5. TFN/ABN/Exemption Code
Applicant 1	Applicant #2	Applicant #3

		If NOT an individual TFN/ABN, please note the type in the box

YOUR PRIVACY

208 QEM Limited 2018 Prospectus Automic Pty Ltd (ACN 152 260 814) trading as Automic advises that Chapter 2C of the Corporation Act 2001 requires information about you as a Securityholder (including your name, address and details of the Securities you hold) to be included in the public register of the entity in which you hold Securities. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual	Mr John Richard Sample	J R Sample
Joint Holdings	Mr John Richard Sample & Mrs Anne Sample	John Richard & Anne Sample
Company	ABC Pty Ltd	ABC P/L or ABC Co
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food Health Club A/C>	Food Health Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

YOU SHOULD READ THE REPLACEMENT PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

This is an Application Form for Shares in QEM Limited (ACN 167 966 770) ('Company'), made under the terms set out in the Replacement Prospectus dated 20 August 2018. The expiry date of the Replacement Prospectus is the date which is 13 months after the Prospectus Date, 6 August 2018.

The Replacement Prospectus contains important information relevant to your decision to invest and you should read the entire Replacement Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, theReplacementProspectus and any supplementary prospectus (if applicable). While the Replacement Prospectus is current, the Company will send paper copies of the Replacement Prospectus, and any supplementary prospectus (if applicable) and an Application Form, on request and without charge.

1. Shares applied for & payment amount Enter the number of Shares you wish to apply for. Your Application must be for a minimum of 10,000 Shares (A\$2,000). Next, enter the amount of the Application Monies payable. To calculate this amount, multiply the number of Shares applied for by the offer price, which is A\$0.20 per Share.
1. Applicant name(s) and postal address Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. You should refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.
1. Contact Details Please provide your contact details for us to contact you between 9:00am AEST and 5:00pm AEST should we need to speak to you about your Application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home
1. CHESS Holders If you are sponsored by a stockbroker or other participant and you wish to hold Securities allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a "Securityholder Reference Number" (SRN) will be allocated to you.
1. TFN/ABN/Exemption If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN's is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.
1. Payment Payments for Applications made through this Application Form can only be made by cheque. Payment can be made by both BPAY and EFT but only by making an online Application, which can be accessed by following the web address provided on the front of the Application Form. Do not forward cash with this Application Form as it will not be accepted.

Your cheque must be made payable to "QEM Limited" and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned, and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your Application may be rejected if your cheque is dishonoured.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, YOU DECLARE THAT:

you have received a paper or electronic copy of the Replacement Prospectus that accompanies this Application From and have read the Replacement Prospectus in full and agree to be bound by the terms and conditions of the offer as declared in the Replacement Prospectus;
all details and statements made on the form are complete and accurate;
where information has been provided about another individual, that individual's consent has been obtained to transfer the information to the Company;
the Company and their respective officers and agents are authorised to do anything on your behalf (including the completion and execution of documents) to enable the Shares to be allocated to you;
you agree to be bound by the constitution of the Company;
neither the Company not any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

The Offer opens at 9.00am (WST) on Tuesday 14 August 2018 and is expected to close at 5.00pm (WST) on Monday 10 September 2018. The Company may elect to extend the Offer or close it (after the Offer is open) at any earlier date and time, without further notice. Applicants are therefore encouraged to submit their Applications as early as possible.Completed Application Forms and cheques must be:

POSTED TO:	DELIVERED TO (during business hours only - 9am to 5pm (AEST):
QEM Limited	QEM Limited
C/- Automic	C/- Automic
PO Box 2226	Level 29, 201 Elizabeth Street
STRAWBERRY HILLS NSW 2012	SYDNEY NSW 2000

Your Application Form must be received by Automic no later than 5.00pm (WST) 10 September 2018

If you have any enquiries in respect of this Application, please contact Automic by either phone on 1300 288 664 or at [email protected].

Conversion Offer Application Form

Enter your details below (clearly in capital letters using pen) and return in accordance with the instructions on the reverse.

1. Number of Shares applied for @ \$0.00 , ,

2. Applicant name(s) and postal address: refer to naming standards for correct form of registrable title(s) overleaf Name of Applicant 1

Name of Applicant 2 or

Name of Applicant 3 or

Postal address
Unit / Street Number / Street name or PO Box


Suburb/Town State Postcode

Country and ZIP Code (if outside Australia)


3. Contact details Telephone Number Contact Name (PLEASE PRINT)
( )
Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
4. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in sections 2 do not match exactly with your registration details held at CHESS, any Shares issued as a result X of your Application will be held on the Issuer Sponsored subregister.

5. TFN/ABN/Exemption Code
Applicant 1 Applicant #2 Applicant #3

If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

YOUR PRIVACY

Automic Pty Ltd (ACN 152 260 814) trading as Automic advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual	Mr John Richard Sample	J R Sample
Joint Holdings	Mr John Richard Sample & Mrs Anne Sample	John Richard & Anne Sample
Company	ABC Pty Ltd	ABC P/L or ABC Co
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food Health Club A/C>	Food Health Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

YOU SHOULD READ THE REPLACEMENT PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

This is an Application Form for Shares in QEM Limited (ACN 167 966 770) ('Company'), made under the Conversion Offer on the terms set out in the Replacement Prospectus dated 20 August 2018. The expiry date of the Replacement Prospectus is the date which is 13 months after the Prospectus Date, 6 August 2018.

1. Shares applied for - This Application Form must be completed in accordance with the instructions included in the Replacement Prospectus. If you are in doubt in relation to how many Shares you may be entitled, please contact the company on +61 8 9481 0389.
1. Applicant name(s) and postal address Note that ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. You should refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.
1. Contact Details Please provide your contact details for us to contact you between 9:00am AEST and 5:00pm AEST should we need to speak to you about your Application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home
1. CHESS Holders If you are sponsored by a stockbroker or other participant and you wish to hold Securities allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a "Securityholder Reference Number" (SRN) will be allocated to you.
1. TFN/ABN/Exemption If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN's is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, YOU DECLARE THAT:

you have received a paper or electronic copy of the Replacement Prospectus that accompanies this Application From and have read the Replacement Prospectus in full and agree to be bound by the terms and conditions of the offer as declared in the Replacement Prospectus;
all details and statements made on the form are complete and accurate;
where information has been provided about another individual, that individual's consent has been obtained to transfer the information to the Company;
the Company and their respective officers and agents are authorised to do anything on your behalf (including the completion and execution of documents) to enable the Shares to be allocated to you;
you agree to be bound by the constitution of the Company;
neither the Company not any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

POSTED TO:	DELIVERED TO (during business hours only - 9am to 5pm (AEST):
QEM Limited	QEM Limited
C/- Automic	C/- Automic
PO Box 2226	Level 29, 201 Elizabeth Street
STRAWBERRY HILLS NSW 2012	SYDNEY NSW 2000

Your Application Form must be received by Automic no later than 5.00pm (WST) 10 September 2018

If you have any enquiries in respect of this Application, please contact Automic by either phone on 1300 288 664 or at [email protected].

Level 11, 216 St Georges Terrace PERTH WA 6000

Phone: +61 8 9481 0389 Email: [email protected]

www.qldem.com.au

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.

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 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.

(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 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:

____________________________ David Fitch Executive Director Dated: 12 September 2018

Annexure 1 – Independent Geologist's Report

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

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

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.

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.

Statement of Independence

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.

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

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

Mr Lyon Barrett, BSc (Hons), MAusIMM 201562

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

Reasonableness Statement

EXECUTIVE SUMMARY

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)
	CQL	811	3.39	2.12	0.38	242	247	226	1329
Inferred	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.

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
	CQL	811	3.39	8	62	63	298	268
Contingent	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

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

Notes:

1. The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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:

1. 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.
1. 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

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

1. Environmental and/or social impacts, which have not yet been identified by QEM that may adversely impact on resource recovery or extraction methods.
1. 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 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.

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 6.7	Drilling Techniques 22 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

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

Key Abbreviations

\$ or USD	United States Dollar
Adb	Air dried basis, a basis on which quality is measured
AMSL	Above Mean Sea Level
AR	As received
AS	Australian Standards
ASR	Average stripping ratio
AusIMM	Australasian Institute of Mining and Metallurgy
bcm	Bank cubic meter
BD	Bulk density
GCV	Gross Calorific Value
Capex	Capital Expenditure
Cu	Copper
Mineral or Ore Resource	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.
FC	Fixed carbon
g	Gram
h	Hour
ha	Hectare(s)

IM	Inherent Moisture
JORC or JORC Code, 2012	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
k	Thousand
MJ/kg	Unit of energy; mega joule per kilogram
kg	Kilogram
km	Kilometre(s)
km2	Square kilometre(s)
kt	Kilo tonne (one thousand tonne)
l	Litres
l/tonne	Litres/tonne
LT0M	Litres per tonne on total water free basis at 15oC
m	Metre
lcm LOM	Loose cubic metre Life of mine

Mbcm	Million bank cubic metres
Mbcmpa	Million bank cubic metres per annum
m3	Cubic metre
m/s	Metres per second
Mt	Millions of tonnes
Mtpa	Millions of tonnes per annum
MW	Megawatt
Mo	Molybdenum
NAR	Net a received
Ni	Nickel
Opex	Operating expenditure
Petroleum Resources	Estimated quantities of hydrocarbons naturally occurring on or within the Earth's crust.
PIIP	Petroleum Initially In Place
RL	Relative Level (Australian Height Datum)
RD	Relative Density
ROM	Run of Mine
SE	Specific Energy
SPE-PRMS, 2011	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.
SR	Strip ratio (of waste to ore) expressed as bcm per tonne
t	Tonne
tkm	Tonne kilometre
tpa	Tonnes per annum
TM	Total Moisture (%)
TS	Total Sulphur (%)
VM	Volatile Matter (%)
Wt Avg	Weighted Average
wt%	Weight percent
Zn	Zinc

1. Introduction

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.

2. Location and Tenure

2.1 Location

2.2 Tenure

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.

2.3 Topography, Land Use and Climate

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

3. Regional Geology Setting

3.1 Regional Geology

AGE		FORMATION AND DOMINANT LITHOLOGY
RECENT TERTIARY	Surficial deposits alluvium
	Unconformity
LATE		Winton Formation Shale, siltstone
CRETACEOUS		Mackunda Formation Siltstone, sandstone, minor shale
	ROLLING DOWNS GROUP	Allaru Mudstone Shale, minor siltstone, sandstone
		Toolebuc Formation Siltstone, marl
EARLY		Wallumbilla Formation Coorikiana Ss Shale, minor sandstone
CRETACEOUS		Wyandra Ss MbrوCadna-Owie Formation Shale, minor sandstone
		Murta Fm Hooray Sandstone sandstone+shale Sandstone, minor shale Namur Fm sandy shale/ss, minor shale
		Westbourne Formation
		Shale, siltstone/sandstone
		Adori Sandstone sandstone
	Birkhead Formation
EARLY		Shale, siltstone, coal
то MIDDLE	Hutton Sandstone
JURASSIC		Sandstone, minor shale
		Poolawanna Formation
	Unconformity

Figure 3-1: Generalised Eromanga Basin Stratigraphy

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

3.2 Economic Geology

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 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

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,

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

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.

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

St Elmo Coquina (Modelled as 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

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

Willats Crossing Siltstone (Modelled as 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)

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

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

Wallumbilla Formation

5. Exploration History

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.

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)

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

5.1.1 Comparison of QEM 2015 and Historical Drilling

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

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

6. Resource Estimates

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

6.1 Vanadium Mineral Resource Estimate

Total
Resource Class	Strat Unit	Mass (Mt)	Average Thickness (m)	Insitu Density (gm/cc)	V2O5 (wt%)	Cu (ppm)	Mo (ppm)	Ni (ppm)	Zn (ppm)
	CQL	811	3.39	2.12	0.38	242	247	226	1329
Inferred	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

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

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

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

6.1.1 JORC Competent Person Statement

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.

Mr Lyon Barrett, BSc (Hons), MAusIMM 201562

6.2 Petroleum Resource Estimate

	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
	CQL	811	3.39	8	62	63	298	268
Contingent	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

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

Notes:

1. The estimate uses a minimum cut-off oil yield of 40 L/tonne, rounded down to nearest million tonnes.
1. The total resource tonnage reported is rounded to reflect the relative uncertainty in the estimate and component horizons may not sum correctly.
1. 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.

6.2.2 SPE-PRMS Statement (Qualified Petroleum Resources Evaluator)

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

6.4 Vanadium and Oil Grade Correlation

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

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

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

6.5 Sampling and Sub-sampling Techniques

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.

6.6 Drilling Techniques

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

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).

6.7 Criteria Used for Resource Classification

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.

Points of Observation for Mineral Resources

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 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

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).

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

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).

6.10 Cut-off Grade

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.

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

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^oC with additives sodium bicarbonate and sodium carbonate in concentrations equivalent to 5 lbs Na2O per lb V2O5 showed extraction efficiencies up to 90%.

7. Neighbouring Projects

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.

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

7.2 Richmond Vanadium Project (Intermin Resources Pty Ltd)

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).

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

8. Planned Exploration

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 Planning Studies	\$80,000
Pre-Feasibility Studies	\$600,000
Vanadium Process Study	\$50,000
Process Study of Vanadium in Oxidised Zone	\$115,000
Civil Engineering Studies	\$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
Geochemistry Studies	\$55,000
Sub-total	\$708,500
Geology and Geophysical Surveys
Seismic Programme	\$150,000
Assays and JORC Resource Statement	\$65,000
3D Visualisations and Fly Through	\$3,000
Geo Logging and Survey	\$10,000
Sub-total	\$228,000
Statutory Compliance
GIS Software	\$10,000
Tenement and Environmental Authority Payments	\$17,000
Mining Lease 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