QMines Limited ACN 643 212 104 PROSPECTUS

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For an offer of 33,333,334 Shares at an issue price of $0.30 per Share to raise $10,000,000.

Oversubscriptions of up to a further 33,333,332 Shares at an issue price of $0.30 per Share to raise up to a maximum of $20,000,000 may be accepted.

The Offer is conditional upon satisfaction of the Conditions, which are described in Section 4.6. No Shares will be issued pursuant to this Prospectus until the Conditions are satisfied.

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Lead Manager

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Legal Adviser

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IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have questions about the Shares being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Shares offered by this Prospectus should be considered as highly speculative.

IMPORTANT NOTICE

This Prospectus is dated 16 March 2021 and was lodged with ASIC on that date. ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

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 as highly speculative.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

NO OFFERING WHERE OFFERING WOULD BE ILLEGAL

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.qmines.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 (02) 8915 6241 during office hours or by emailing the Company at [email protected].

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.

COMPANY WEBSITE

No document or other information available on the Company’s website is incorporated into this Prospectus by reference.

NO COOLING-OFF RIGHTS

Cooling-off rights do not apply to an investment in Shares issued under the Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted.

NO INVESTMENT ADVICE

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Shares under this Prospectus to determine whether it meets your objectives, financial situation and needs.

RISKS

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment,

i IMPORTANT NOTICE

payment of dividends or the future value of the Shares. Refer to Section D of the Investment Overview as well as Section 7 for details relating to some of the key risk factors that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ 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 the Company’s management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by 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.

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.

These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7.

FINANCIAL FORECASTS

The Directors have considered the matters set out 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.

COMPETENT PERSONS STATEMENT

The information in the Investment Overview (Section 3), the Company and Projects Overview (Section 5), and the Independent Geologist’s Report (Annexure A), which relate to Exploration Targets, exploration results, mineral resources or ore reserves is based on information compiled by Simon Tear, of H & S Consultants Pty Limited (ACN 155 972 080). Simon Tear 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 a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Simon Tear is a director and consultant geologist of H&S Consultants. Simon Tear consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

CONTINUOUS DISCLOSURE OBLIGATIONS

Following admission of the Company to the Official List, 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.

Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM (CHESS) AND ISSUER SPONSORSHIP

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

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 the 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.

DEFINITIONS AND TIME

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and

QMINES LIMITED PROSPECTUS ii

interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 12.

All references to time in this Prospectus are references to Australian Eastern Daylight Time (AEDT).

PRIVACY STATEMENT

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your Shares in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

ENQUIRIES

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the Company Secretary on +61 (02) 8915 6241.

IMPORTANT NOTICE

iii

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CORPORATE DIRECTORY

DIRECTORS

Andrew Sparke Executive Chairman

Daniel Lanskey Managing Director

Elissa Hansen Non-Executive Director & Company Secretary

PROPOSED ASX CODE QML

LEAD MANAGER

Shaw and Partners Limited ACN 003 221 583 AFSL No. 236048 Level 7, Chifley Tower, 2 Chifley Square, Sydney NSW 2000

INVESTIGATING ACCOUNTANT

RSM Corporate Australia Pty Ltd ACN 050 508 024 AFSL No. 255847 Level 13, 60 Castlereagh Street, Sydney NSW 2000

AUDITOR*

REGISTERED OFFICE

Suite J, 34 Suakin Drive Mosman NSW 2088

Telephone: + 61 (02) 8915 6241

Email

RSM Australia Partners Level 13, 60 Castlereagh Street, Sydney NSW 2000

INDEPENDENT GEOLOGIST

H & S Consultants Pty Limited ACN 155 972 080 Level 4, 46 Edward Street, Brisbane QLD 4000

[email protected]

Website

www.qmines.com.au

LEGAL ADVISER

Steinepreis Paganin Lawyers & Consultants Level 4, 50 Market Street, Melbourne VIC 3000

SHARE REGISTRY*

Boardroom Pty Limited ACN 003 209 836 Grosvenor Place, Level 12, 225 George Street, Sydney NSW 2000

Telephone:

+61 (02) 9290 9600

This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

01	Chairman’s Letter	1
02	Key Offer Information	2
03	Investment Overview	4
04	Details of the Offer	14
05	Company and Projects Overview	20
06	Financial Information	35
07	Risk Factors	47
08	Board, Management and Corporate Governance	55
09	Material Contracts	61
10	Additional Information	69
11	Directors’ Authorisation	78
12	Glossary	80
	Annexure A – Independent Geologist’s Report	83
	Annexure B – Solicitor’s Report on Tenements	236
	Annexure C – Independent Limited Assurance Report	256
	Application Form	262

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CHAIRMAN’S LETTER

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Dear Investor,

On behalf of the directors of QMines Limited, it gives me great pleasure to invite you to become a shareholder in our Company.

QMines was established to take advantage of an opportunity the Directors identified in the Queensland mining industry. Excluding Olympic Dam, Queensland is Australia’s largest copper producing state, with several large copper mines and extensive infrastructure.

Having recently sold Alt Resources Limited (ASX:ARS) (now delisted), which owns the historic Bottle Creek gold mine in Western Australia, QMines’ management sought to establish a brownfield focussed exploration company with the aim of becoming Queensland’s next copper and gold developer.

QMines’ directors have sought to create a company with exposure to the safe haven asset of gold, the growth potential of copper and the diversification benefits of a multi commodity focus.

QMines holds a 100% interest in the Mount Chalmers project, located east of Rockhampton in Queensland. The Mount Chalmers copper and gold mine produced 1.24 Mt @ 2.0% Cu, 3.6g/t Au and 19g/t Ag during periodic mining between 1898 and 1982. The Company aims to create a low cost, low emission, sustainable mining operation to supply copper to the growing green energy sector and meet the anticipated demand growth.

The Company also holds a 100% interest in the Silverwood, Warroo and Herries Range projects located south east of Brisbane in Queensland. The Warroo project has also seen historic copper and gold mining activity which warrants further exploration.

Underlying QMines’ growth strategy is a strong belief that a systematic exploration program, over time, will yield results. The Company is led by an experienced Board and management team with expertise in the mining and exploration industry. The Board aims to ensure that funds raised through the Offer will be utilised in a cost-effective manner to advance the Company’s business.

The Company is seeking to raise a minimum of $10 million and a maximum of $20 million through the issue of Shares at an issue price of $0.30 per Share under the Offer. The key purpose of the Offer is to provide additional funds to advance exploration on the Company’s projects following the successful listing of the Company on ASX.

This Prospectus contains detailed information about the Company, its growth strategy, and the Offer, as well as the risks of investing in the Company. I encourage you to read it carefully and seek professional advice. The Shares offered by this Prospectus should be considered highly speculative.

I would like to take this opportunity to thank existing shareholders, project vendors, our team and the local community for all their efforts and support to date. On behalf of the board, I look forward to welcoming new shareholders to share in our exciting future as we seek to become Queensland’s next copper and gold developer.

Yours sincerely,

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Andrew Sparke Executive Chairman

CHAIRMAN'S LETTER

KEY OFFER INFORMATION 02

INDICATIVE TIMETABLE¹

Lodgement of Prospectus with ASIC	16 March 2021
Exposure Period begins	16 March 2021
Opening Date	24 March 2021
Closing Date	7 April 2021
Issue of Shares under the Offer	15 April 2021
Despatch of holding statements	16 April 2021
Expected date for quotation on ASX	21 April 2021

The above dates are indicative only and may change without notice. The Exposure Period may be extended by ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants.
If the Offer is cancelled or withdrawn before completion of the Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Offers open.

KEY DETAILS OF THE OFFER

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	($10 MILLION)	($20 MILLION)
Shares currently on issue	72,035,719	72,035,719
Offer price per Share	$0.30	$0.30
Shares to be issued under the Offer	33,333,334	66,666,666
Gross proceeds of the Offer	$10,000,000	$20,000,000
Shares expected to be quoted on ASX post-listing¹	40,767,860	74,101,192
Options on issue Post-Listing²	4,200,000	4,200,000
Shares on issue Post-Listing	105,369,053	138,702,385
Market Capitalisation Post-Listing³	$31,610,716	$41,610,716

NOTES:

Certain Shares on issue post-listing will be subject to escrow and restricted from trading. Refer to Section 5.9 for further information.
Refer to Section 10.3 for the terms of the Options.
Based on an Offer price per Share of $0.30. Shares may trade above or below this price.

3 KEY OFFER INFORMATION

INVESTMENT OVERVIEW 03

This Section is a summary only and 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.

ITEM	SUMMARY	FURTHER INFORMATION
A. COMPANY
Who is the issuer of this Prospectus?	QMines Limited (ACN 643 212 104).	Section 5.1
Who is the Company?	The Company is an Australian public company, which was incorporated on 4 August 2020.	Section 5.1
What are the details of the Company’s recent acquisitions?	On 24 December 2020, the Company acquired all of the issued shares in Traprock Resources Pty Ltd (ACN 164 765 842) from Traprock Mining Limited (ACN 614 830 821). Dynasty Gold Pty Ltd (ACN 604 136 558) is a wholly owned subsidiary of Traprock Resources. Traprock Resources and Dynasty Gold hold exploration permits for 4 copper, gold and base metals projects in Queensland. On 19 January 2021, the Company acquired all of the issued shares in Rocky Copper Pty Ltd (ACN 636 974 859) from Orefox Exploration Pty Ltd (ACN 636 974 420). Rocky Copper holds 1 EPM and 1 EPM application.	Section 5.1
What are the Company’s projects?	Mt Chalmers Project The Company’s fagship project, the Mt Chalmers Project, is situated approximately 17km north-east of Rockhampton in Queensland. The Company holds EPM 25935 and EPM 27428, which cover an area of approximately 51km² and it has recently extended the Mt Chalmers tenement package, applying for EPM 27726 and acquiring the application for EPM 27697, which cover an area of approximately 147km². Silverwood Project The Silverwood Project is located 15km south of the regional centre of Warwick in Queensland. The project consists of EPM 27281 and EPM 27724 which cover an area of approximately 234km². Warroo Project The Warroo Project is located 50km west of Stanthorpe in Queensland. The Warroo Project consists of EPM 26178 and EPM 27725, which cover an area of approximately 216km². Herries Range Project The Herries Range Project comprises three contiguous EPMs, EPM 25785, EPM 25786 and EPM 25788 covering an area of approximately 330km². The project is situated 40km west of Warwick in Queensland, covering the central and southern portions of the Warwick Goldfelds.	Section 5.2, Annexure A

B. BUSINESS MODEL

The Company’s proposed business model is to conduct What is the Company’s business model exploration aimed at growing the existing resource base, Section 5.3 and key objectives? assess regional acquisition opportunities and consider

INVESTMENT OVERVIEW

ITEM	SUMMARY	FURTHER INFORMATION
	potential commercialisation opportunities. This will be achieved by undertaking the Company’s intended exploration programs as set out in Section 5.5, while reviewing other regional opportunities. The Company proposes to fund its exploration activities over the frst two years following listing as outlined in the table set out in Section 5.6.
What are the key dependencies of the Company’s business model?	The key dependencies of the Company’s business model include: (a) completing the Offer; (b) maintaining title to the Projects; (c) gaining timely access to Project areas in compliance with Queensland legislation and mining regulations; (d) retaining and recruiting key personnel skilled in the mining and resources sector; (e) there being suffcient capital available to the Company to carry out its exploration and development plans; and (f) the market price of copper and gold remaining higher than the Company’s costs of any future production (assuming successful exploration by the Company).	Section 5.4
What is the Company’s growth strategy?	The Company’s growth strategy is based on conducting extensive exploration and drilling operations at the Company’s 4 copper, gold and base metal projects in Queensland. The Company aims to make new discoveries and grow resources that comply with the JORC Code 2012 through the application of multidisciplinary geoscientifc processes. In addition, the Company will continue to examine potential acquisition opportunities that complement its existing asset base to add value its Shareholders.	Section 5
C. KEY ADVANTAGES
What are the key advantages of an investment in the Company?	The Directors are of the view that an investment in the Company provides the following non-exhaustive list of advantages: (a) the Projects include historic copper and gold producing mines in Queensland; (b) the Company has a JORC Code 2012 compliant Inferred Resource at Mt Chalmers; (c) the Projects contain 4 JORC Code 2012 compliant Exploration Targets; (d) the Company has planned an extensive exploration program to test the prospectivity of the Projects over the next 24 months; and (e) the Company’s management team has a strong mix of skills and experience in the exploration sector, ensuring execution of the Company’s objectives.	Section 5

QMINES LIMITED PROSPECTUS 6

ITEM	SUMMARY	FURTHER INFORMATION
D. KEY RISKS
What are the key risks of an investment in the Company?	An investment in the Company should be considered highly speculative. Set out below is a summary of only some of the risks which apply to an investment in the Company. Investors should refer to Section 7 for a more detailed summary of the risks.	Section 7, Annexure B
Exploration and development	Mineral exploration and development is a speculative and high risk undertaking. There can be no assurance that exploration on the Projects will result in further discoveries, additional resources, or an economically viable mine.
Tenure	Some of the Tenements are at various stages of application and grant. There can be no assurance that the tenement applications will be granted. There can also be no assurance that if a relevant Tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. Refer to the Solicitor’s Report on Tenements in Annexure B for further information on the Company’s Tenements.
Commodity price volatility and exchange rate risks	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fuctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fuctuations for precious and base metals, technological advancements, forward selling activities and other macro- economic factors. International prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fuctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.
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 mine development proceeds. Mining operations have inherent risks and liabilities associated with safety, damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. Signifcant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. Environmental

INVESTMENT OVERVIEW

ITEM	SUMMARY	FURTHER INFORMATION
	Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programs or mining activities. The Company is aware that due to the historical production and processing of ore at the Mt Chalmers Project, some environmental impact may have occurred, including acid mine drainage. The Company intends to implement an environmental management plan for the Project in consultation with appropriate independent parties and authorities.
Access	Several of the Tenements overlap certain third-party interests that may limit the Company’s ability to conduct exploration and mining activities including private land and areas on which native title is yet to be determined. Planned exploration or potential future mining activities will require the Company to enter into conduct and compensation agreements with various land holders to ensure the requirements of the_Mineral Resources Act 1989_(QLD) and the Mineral and Energy Resources (Common Provisions)Act 2014 (QLD) are satisfed and to avoid any disputes arising. The entry into these agreements is not guaranteed and may delay or prevent the undertaking of activities, including any exploration activities and the development of future mines, and may restrict the areas within which the Company can explore for mineral development. Please refer to the Solicitor’s Report on Tenements in Annexure B for further information.
E. DIRECTORS AND KEY MANAGEMENT	PERSONNEL
Who are the Directors?	The Board consists of: (a) Andrew Sparke – Executive Chairman (b) Daniel Lanskey – Managing Director (c) Elissa Hansen – Non-Executive Director and Company Secretary The profles of each of the Directors are set out in Section 8.1.	Section 8.1
What are the signifcant interests of Directors in the Company?	Each of the Directors, through entities they control, hold Shares.	Section 8.3
Under the Offer Management Agreement, the Company has agreed that it will issue the Lead Manager 2,500,000 Options with an exercise price of $0.375 and a term of 3 years from the date of the Company’s admission to the Offcial List. What are the signifcant interests of advisors to the Company? Section 9.1
The Company has entered into executive services agreements with Andrew Sparke and Daniel Lanskey, and a letter of appointment with Elissa Hansen. The Company has also What related party agreements are the Company a party to? Section 9.6

QMINES LIMITED PROSPECTUS

ITEM	SUMMARY	FURTHER INFORMATION
	entered into deeds of indemnity, insurance and access with each of the Directors.
What other agreements with key management personnel are the Company a party to?	The Company has entered into an agreement with James Anderson, General Manager, Operations, who is a substantial shareholder of the Company.	Section 9.7
F. FINANCIAL INFORMATION
How has the Company been performing?	Given the Company was incorporated on 4 August 2020, it has limited fnancial performance and has no operating history. Historical fnancial information in relation to Traprock Resources and a pro forma statement of fnancial position showing the impact of the Offer is included in Section 6.	Section 6
What is the fnancial outlook for the Company?	Given the current status of the Projects and the speculative nature of the Company’s business, the Directors do not consider it appropriate to forecast future earnings. The Company will incur considerable expenditure on exploration aimed at adding value and de-risking the Projects. 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 on a reasonable basis.	Section 5
G. OFFER
What is being offered?	The Offer is an offer of 33,333,334 Shares at an issue price $0.30 per Share to raise a minimum of $10,000,000 (before costs). The Company reserves the right to accept subscriptions for a further 33,333,332 Shares at an issue price of $0.30 per Share to raise up to an additional $10,000,000 (before costs).	Section 4
What is the structure of the Offer?	The Offer comprises: (i) the Broker Firm Offer, which is open to investors who have received a frm allocation from their broker (refer to Section 4.8.2); (ii) the Chairman’s List Offer, which is open to selected investors who have received an invitation from the Chairman to participate (refer to Section 4.8.3); and (iii) the Public Offer, which is open to those members of the public who submit an application using the Application Form (refer to Section 4.8.1).	Section 4.2
Is there a minimum subscription under the Offer?	The minimum amount to be raised under the Offer is $10,000,000.	Section 4.3

INVESTMENT OVERVIEW

ITEM	SUMMARY	FURTHER INFORMATION
What is the allocation policy in respect of the Offer?	Refer to Section 4.9 for a summary of the Company’s allocation policy in respect of the Offer generally, and Sections 4.8.2 and 4.8.3 for the allocation policies in respect of the Broker Firm Offer and Chairman’s List Offer, respectively.	Section 4.9, Section 4.8.2, Section 4.8.3
What are the purposes of the Offer?	The purposes of the Offer are to: (a) position the Company to seek to achieve the objectives stated in Section B of this Investment Overview; (b) facilitate an application by the Company for admission to the Offcial List of ASX and provide the Company with future access to equity capital markets for funding; and (c) enhance the public and fnancial profle of the Company to facilitate further growth of the Company’s business. The Board believes that, on completion of the Offer, the Company will have suffcient working capital to achieve its objectives.	Section 4.7
Is the Offer underwritten?	The Offer is not underwritten.
Who is the lead manager to the Offer?	The Company has appointed Shaw and Partners Limited as lead manager to the Offer. The Lead Manager will receive the following fees (exclusive of GST): (a) a capital raising fee of 6% of total funds raised under the Offer; (b) a corporate advisory fee of $200,000 upon the successful listing of the Company; and (c) 2,500,000 Options at an exercise price of $0.375 and an expiry of 3 years from the date of the Company’s listing on ASX.	Section 4.5, Section 9.1
Who is eligible to participate in the Offer?	This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.	Section 4.12
How do I apply for Shares under the Offer?	Applications for Shares under the Public Offer must be made by completing the Application Form attached to this Prospectus in accordance with the instructions set out in the Application Form. Applications for Shares under the Broker Firm Offer and Chairman’s List Offer must be made by following the instructions set out in Section 4.8.2 and 4.8.3 respectively.	Section 4.8
What is the allocation policy in respect of the Public Offer?	The Company retains an absolute discretion to allocate Shares under the Public Offer, and will be infuenced by the factors set	Section 4.9

QMINES LIMITED PROSPECTUS

ITEM	SUMMARY	FURTHER INFORMATION
	out in Section 4.9. There is no assurance that any applicant will be allocated any Shares, or the number of Shares for which it has applied, under the Public Offer.
What will the Company’s capital structure look like on completion of the Offer?	The Company’s capital structure on a post-Offer basis is set out in Section 5.7. Upon completion of the Offer, the Company estimates that it will have ‘free foat’ of at least 32%, being the Shares issued under the Offer. In addition, the Company notes that a number of Shares currently on issue are likely to be tradeable post- listing, which will increase the Company’s free foat.	Section 5.7
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer are set out in Section 10.2.	Section 10.2
Will any Shares be subject to escrow?	None of the Shares issued under the Offer will be subject to escrow. However, certain Shares previously issued by the Company will be subject to escrow. The Company will announce to ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX.	Section 5.9
Will the Shares be quoted?	Application for quotation of all Shares to be issued under the Offer will be made to ASX no later than 7 days after the date of this Prospectus.	Section 4.10
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable under Key Offer Information.	Key Offer Information
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of $2,000.10 worth of Shares (6,667 Shares).	Section 4.8
Are there any conditions to the Offer?	No, other than raising the Minimum Subscription and ASX approval for quotation of the Shares, the Offer is unconditional.	Section 4.6
H. USE OF FUNDS
How will the proceeds of the Offer be used?	The Offer proceeds and the Company’s existing cash reserves will be used for: (a) implementing the Company’s business objectives and exploration programs; (b) expenses of the Offer; (c) administration costs; and (d) working capital.	Section 5.6

INVESTMENT OVERVIEW

ITEM	SUMMARY	FURTHER INFORMATION
Will the Company be adequately funded after completion of the Offer?	The Directors are satisfed that on completion of the Offer, the Company will have suffcient working capital to carry out its objectives as stated in this Prospectus.
I. ADDITIONAL INFORMATION
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer. However, the Company will pay to the Lead Manager 6% (excluding GST) of the total amount raised under the Offer.	Section 4.13
Can the Offer be withdrawn?	The Company reserves the right not to proceed with the Offer at any time before the issue or transfer of Shares to successful applicants. If the Offer does not proceed, application monies will be refunded (without interest).	Section 4.15
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own independent tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.14
Is there an Employee Incentive Scheme?	The Company has adopted an employee securities incentive plan.	Section 10.4
What is the Company’s Dividend Policy?	The Company anticipates that signifcant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least the frst two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results, the fnancial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.	Section 5.11
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance_ _Principles and Recommendations (4th Edition)_as published by ASX Corporate Governance Council. Prior to listing on the ASX, the Company will announce its main corporate governance policies and practices and the Company’s compliance with and departures from the Recommendations.	Section 8.5

QMINES LIMITED PROSPECTUS

ITEM	SUMMARY	FURTHER INFORMATION
Where can I fnd out more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) By contacting the Company’s share registry on +61 (02) 9290 9600; or (c) By contacting the Company Secretary on +61 (02) 8915 6241.

INVESTMENT OVERVIEW

DETAILS OF THE OFFER 04

4.1 THE OFFER

The Offer is an initial public offering of 33,333,334 Shares at an issue price of $0.30 per Share to raise a minimum of $10,000,000.

The Shares issued under the Offer will be fully paid and will rank equally with all other existing Shares currently on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 10.2.

4.2 OFFER STRUCTURE

The Offer comprises:

(a) the Broker Firm Offer, which is open to investors who have received a firm allocation from their broker (refer to Section 4.8.2); (b) the Chairman’s List Offer, which is open to selected investors who have received an invitation from the Company’s Chairman to participate (refer to Section 4.8.3); and

(c) an offer to the general public, who may apply for Shares under the Offer using the Application Form (refer to Section 4.8.1) ( Public Offer ).

The allocation of Securities between the Broker Firm Offer, Chairman’s List Offer and the Public Offer will be determined by agreement between the Company and the Lead Manager having regard to the allocation policy described in Section 4.9.

The Offer is not underwritten.

4.3 MINIMUM SUBSCRIPTION

The minimum subscription under the Offer is $10,000,000 (33,333,334 Shares).

If the Minimum Subscription has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

4.4 OVERSUBSCRIPTIONS AND MAXIMUM SUBSCRIPTION

Oversubscriptions of up to a further 33,333,332 Shares, to raise a maximum total of $20,000,000 may be accepted by the Company.

4.5 LEAD MANAGER

The Company has appointed Shaw and Partners Limited as lead manager to the Offer.

Refer to Section 9.1 for a summary of the terms of the Offer Management Agreement.

4.6 CONDITIONS OF THE OFFER

The Offer is conditional upon the following events occurring:

(a) the Minimum Subscription being raised; and (b) ASX granting conditional approval for the Company to be admitted to the Official List.

(together the Conditions ).

If these Conditions are not satisfied, then the Offer will not proceed and the Company will repay all application monies received under the Offer within the time prescribed under the Corporations Act, without interest.

4.7 PURPOSE OF THE OFFER

The primary purposes of the Offer are to:

DETAILS OF THE OFFER

(a) assist the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules; (b) provide the Company with additional funding for:
(i) the proposed exploration programs at the Projects (as further detailed in Section 5.5);
(ii) acquisition opportunities that may be presented to the Board from time to time;
(iii) the Company’s working capital requirements while it is implementing the above; and
(c) remove the need for an additional disclosure document to be issued upon the sale of any Shares that are to be issued under the Offer.

The Company intends on applying the funds raised under the Offer together with its existing cash reserves in the manner detailed in Section 5.6.

4.8 APPLICATIONS

Applications for Shares under the Offer must be for a minimum of $2,000.10 worth of Shares (being 6,667 Shares). Payment for the Shares must be made in full at the issue price of $0.30 per Share.

Completed Application Forms and accompanying cheques, made payable to “ QMines Limited – Share Application Account ” and crossed “ Not Negotiable ”, must be mailed or delivered to the address set out on the Application Form by no later than 5:00pm (Sydney time) on Wednesday, 7 April 2021.

If paying by BPAY®, please follow the instructions on the Application Form. A unique reference number will be quoted upon completion of the online application. Your BPAY® reference number will process your payment to your application electronically and you will be deemed to have applied for such Shares for which you have paid. Applicants using BPAY® should be aware of their financial institutions cut-off time (the time payment must be made to be processed overnight) and ensure payment is process by their financial institution on or before the day prior to the Closing Date of the Offer. You do not need to return any documents if you have made payment via BPAY®.

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

The Company reserves the right to close the Offer early.

4.8.1 PUBLIC OFFER APPLICATIONS

Applications for Shares under the Public Offer must be made by using the relevant Application Form as follows:

(a) using an online Application Form at www.qmines.com.au and pay the application monies electronically; or

(b) completing a paper-based application using the relevant Application Form attached to, or accompanying, this Prospectus or a printed copy of the relevant Application Form attached to the electronic version of this Prospectus.

By completing an Application Form, each applicant under the Public Offer will be taken to have declared that all details and statements made by them are complete and accurate and that they have received the Application Form together with a complete and unaltered copy of the Prospectus.

4.8.2 BROKER FIRM OFFER APPLICATIONS

WHO CAN APPLY?

The Broker Firm Offer is open to persons who have received a firm allocation of Shares from their broker. If you have received a firm allocation of Shares from your broker, you will be treated as a Broker Firm Offer Applicant in respect of that allocation. You should contact your Broker to determine whether you can receive an allocation of Shares from them under the Broker Firm Offer.

HOW TO APPLY?

If you have received an allocation of Shares from your broker and wish to apply for those Shares under the Broker Firm Offer, you should contact your broker for information about how to submit your Broker Firm Offer Application Form and for payment instructions.

Applicants under the Broker Firm Offer must not send their Application Forms or payment to the Company’s share registry. Applicants under the Broker Firm Offer should contact their broker to request a copy of this Prospectus and Application Form.

Your broker will act as your agent and it is your broker’s responsibility to ensure that your Application Form and application funds are received before 5:00pm (Sydney time) on the Closing Date or any earlier closing date as determined by your broker.

If you are an investor applying under the Broker Firm Offer, you should complete and lodge your Broker Firm Offer Application Form with the broker from whom you received your firm allocation. Broker Firm Offer Application Forms must be completed in accordance with the instructions given to you by your broker and the instructions set out on the reverse of the Application Form.

QMINES LIMITED PROSPECTUS

The Company, Lead Manager and the Company’s share registry take no responsibility for any acts or omissions committed by your broker in connection with your Application.

PAYMENT METHODS

Applicants under the Broker Firm Offer must pay their application amounts to their broker in accordance with instructions provided by their broker.

ALLOCATION POLICY UNDER THE BROKER FIRM OFFER

Shares that have been allocated to brokers will be issued to the Applicants nominated by those brokers. It will be a matter for each broker as to how they allocate Securities among their retail clients.

4.8.3 CHAIRMAN’S LIST OFFER APPLICATIONS

WHO CAN APPLY?

The Chairman’s List Offer is open to selected investors who have received an invitation from the Chairman to participate.

The Chairman’s List Offer is not a general public offer and is not open to persons outside Australia.

HOW TO APPLY?

If you have received an invitation from the Chairman and you wish to apply for Shares, you should follow the instructions in your personalised invitation.

ALLOCATION POLICY UNDER THE CHAIRMAN’S OFFER

Applicants under the Chairman’s List Offer will receive a guaranteed allocation of Shares in the amount notified on their invitation. Beyond this, the allocation of Shares to Applicants under the Chairman’s List Offer will be determined by the Lead Manager and the Company taking into account the factors set out in Section 4.9.

4.9 ALLOCATION POLICY UNDER THE OFFER

The Company retains an absolute discretion to allocate Shares under the Offer and reserves the right, in its absolute discretion, to allot to an applicant a lesser number of Shares than the number for which the applicant applies, or to reject an Application Form. If the number of Shares allotted is fewer than the number applied for, surplus application money will be refunded without interest as soon as practicable.

No applicant under the Offer (other than those with a guaranteed allocation under the Chairman’s List Offer) has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors (together with the Lead Manager) will be influenced by the following factors:

(a) the number of Shares applied for;

(b) the overall level of demand for the Offer;

(d) the desire for an informed and active market for trading Shares following completion of the Offer.

The Company will not be liable to any person not allocated Shares or not allocated the full amount applied for.

4.10 ASX LISTING

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. However, applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has received the approval from ASX to be admitted to the Official List. As such, the Shares may not be able to be traded for some time after the close of the Offer.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 4 months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

DETAILS OF THE OFFER

4.11 ISSUE

Subject to the Conditions being satisfied, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each applicant waives the right to claim interest.

The Directors (together with the Lead Manager) will determine the recipients of the issued Shares in their sole discretion in accordance with the allocation policy detailed in Section 4.9. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Holding statements for Shares issued to the issuer sponsored subregister and confirmation of issue for Clearing House Electronic Subregister System (CHESS) holders will be mailed to applicants being issued Shares pursuant to the Offer as soon as practicable after their issue.

4.12 INTERNATIONAL OFFER RESTRICTIONS

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares, the subject of this Prospectus, in any jurisdiction outside Australia. As detailed below, the Shares may be offered to certain types of investors in Germany, the Netherlands and Panama. Applicants who are a resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the 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 you that all relevant approvals have been obtained.

This Prospectus may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

4.12.1 EUROPEAN UNION (GERMANY AND THE NETHERLANDS)

This Prospectus has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this Prospectus may not be made available, nor may the Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the Prospectus Regulation ).

In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).

4.12.2 PANAMA

The Shares have not been registered with, and are not under the supervision of, the Panama Superintendence of the Securities Market. Accordingly, this Prospectus may be made available, and the Shares offered for sale, in Panama only to "institutional investors" (as defined in the regulations issued by the Superintendent of Securities Markets). The Shares are not being offered to the public in Panama.

4.13 COMMISSIONS PAYABLE

The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Lead Manager will be responsible for paying all commissions that they and the Company agree with any other licensed securities dealers or Australian financial services licensees out of the fees paid by the Company to the Lead Manager.

QMINES LIMITED PROSPECTUS 18

4.14 TAXATION

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus or the reliance of any applicant on any part of the summary contained in this Section.

No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer.

4.15 WITHDRAWAL OF OFFER

The Offer may be withdrawn at any time. In this event, the Company will return all application monies (without interest) in accordance with applicable laws.

DETAILS OF THE OFFER

COMPANY AND PROJECTS OVERVIEW 05

5.1 OVERVIEW OF THE COMPANY

QMines an Australian public company which was incorporated on 4 August 2020.

On 1 September 2020, the Company entered into an agreement with Traprock Mining, to acquire 100% of Traprock Resources and its wholly owned subsidiary, Dynasty Gold. The acquisition was settled by the issue of 10,000,000 Shares to Traprock Mining on 24 December 2020.

Traprock Resources and Dynasty Gold hold EPMs for 4 copper and gold projects in Queensland.

On 18 January 2021, QMines acquired 100% of the issued shares in Rocky Copper in consideration for the issue of 166,667 Shares to Orefox AI Limited (ACN 642 597 126).

Rocky Copper holds 1 EPM and 1 application for an EPM at the Company’s flagship Mt Chalmers project.

QMines holds directly 2 EPMs as part of the Warroo and Silverwood Projects and 1 application for an EPM at Mt Chalmers.

5.1.1 CORPORATE STRUCTURE¹

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

QMINES LIMITED
TRAPROCK ROCKY COPPER PTY LTD3 RLG HOLDINGS PTY LTD4
RESOURCES PTY LTD [2]
DYNASTY GOLD PTY LTD2
----- End of picture text -----

NOTES:

All subsidiaries of the Company are wholly owned.
For further information in relation to the acquisition of Traprock Resources and Dynasty Gold, refer to Section 9.2.
For further information in relation to the acquisition of Rocky Copper, refer to Section 9.3.
For further information in relation to RLG Holdings, refer to Section 9.4.

5.2 OVERVIEW OF THE PROJECTS

The Projects are situated in central and southern Queensland ( Figure 1 ) and are prospective for copper, gold and base metals. QMines holds 9 granted EPMs and 2 EPM applications for a total of 326 sub-blocks, covering an area of approximately 978km²

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Figure 1: Locations of QMines' Projects.

COMPANY AND PROJECTS OVERVIEW

The Company’s flagship project, Mt Chalmers, comprises the historic Mt Chalmers copper and gold mine located near Rockhampton in central Queensland.

The Silverwood base metal project, the Warroo copper-gold project, and the Herries Range gold project, are all located in south-east Queensland.

QMines has compiled a large electronic digital database of historic soil and drilling data which comprises a total of 591 drill holes for 48,786m drilled along with a total of 168,599 soil samples.

A summary of the tenements QMines holds rights to is listed in Table 1 below.

TENEMENT ID	TENEMENT NAME	STATUS	DATE LODGED	DATE GRANTED	DATE EXPIRES	2021 EXPENDITURE COMMITMENT	HOLDER	SUB- BLOCKS	KM²¹
EPM 25785	Herries Range 1	Granted	03/10/14	30/04/15	29/04/23	$80,000	Traprock Resources	24	72
EPM 25786	Herries Range 2	Granted	03/10/14	30/04/15	29/04/23	$125,000	Traprock Resources	59	177
EPM 25788	Herries Range 3	Granted	03/10/14	30/04/15	29/04/23	$125,000	Traprock Resources	27	81
EPM 25935	Mt Chalmers	Granted	05/01/15	21/07/16	20/07/21	$10,000	Dynasty Gold	13	39
EPM 27726	Mt Chalmers	Pending	19/10/20			Outcome based	QMines	37	111
EPM 27697	Mt Chalmers	Pending	01/10/20			Outcome based	Rocky Copper	12	36
EPM 27428	Mt Chalmers	Granted	28/11/19	19/02/20	18/02/25	$14,000	Rocky Copper	4	12
EPM 27725	Warroo	Granted	19/10/20	11/02/21	10/02/26	Outcome based	QMines	51	153
EPM 26178	Warroo	Granted	30/03/16	17/08/16	16/08/21	$45,000	Dynasty Gold	21	63
EPM 27724	Silverwood	Granted	19/10/20	11/02/21	10/02/26	Outcome based	QMines	50	150
EPM 27281	Silverwood	Granted	01/05/19	06/02/20	05/02/25	$56,000	Traprock Resources	28	84

Table 1: QMines’ tenement holdings.

5.2.1 MT CHALMERS PROJECT

The Mt Chalmers Project is situated approximately 17km north-east of Rockhampton in Queensland. The Project comprises EPM 25935 being 13 sub-blocks (approximately 39km²) and EPM 27428 being a further 4 sub-blocks (approximately 12km²) covering the Mt Chalmers copper and gold mine mineralised area. The Company has recently extended the Mt Chalmers tenement package, applying for EPM 27726 comprising 37 sub-blocks (approximately 111km²) and (through its acquisition of Rocky Copper) acquiring the application for EPM 27697 comprising 12 sub-blocks (approximately 36km²).

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Figure 2: Mt Chalmers: Geological Setting, Mineral Occurrences & Infrastructure.

¹ Each sub-block is approximately 3 square km in area. The exact size of the sub-block depends on curvature of the earth.

QMINES LIMITED PROSPECTUS

The Mt Chalmers deposit is a well-preserved, volcanic-hosted massive-sulphide (VHMS) mineralised system containing copper, gold, zinc, lead and silver. The geology of the area is relatively well-known. Previous explorer Geopeko held the view that the Mt Chalmers deposit is an analogue of the famous VHMS deposit at Kuroko, Japan. Stacked lenses of mineralisation and clusters of oreshoots are characteristic of the VHMS environment and in particular the Kuroko environment.

The Mt Chalmers deposit was last mined in an open pit scenario by Mount Morgan Limited between 1979 and March 1982, before closing because of low commodity prices. Historic production at Mt Chalmers is summarised in Table 2.

PRODUCTION	Mt	Au g/t	Cu %	Ag g/t	Pb %	Zn %
Underground	0.43	5.2	2.8	15	n/a	n/a
Open Pit	0.81	2.7	1.5	20	0.4	0.9
Total	1.24	3.6	2.0	19	n/a	n/a

Table 2: Mt Chalmers Historical Production.

Significant mineralisation remains at the Mt Chalmers Project. H&S Consultants has compiled an Inferred Resources under the JORC Code 2012 for the Mt Chalmers project, as summarised in Table 3.

CATEGORY	Mt	Au g/t	Cu %	Ag g/t	Au Koz	Cu Kt	Ag Koz
Inferred	3.9	0.81	1.15	8.4	101.9	44.9	1,061

Table 3: Mt Chalmers Mineral Resources.

QMines views the Mt Chalmers Project as a brownfield opportunity with the potential to rapidly expand and upgrade the Mt Chalmers existing resource. The Company’s planned ten-hole diamond drilling program was designed by H&S Consultants with the aim of confirming historical drilling results and upgrading the current Inferred Resource to the Indicated category (JORC Code 2012). The planned drilling program commenced on 19 February 2021. The planned diamond drill holes from this program can be seen below ( Figure 3 ).

A summary of the terms of the Drilling Contract in relation to these drilling activities is included in Section 9.5.

QMines also intends to explore for additional mineralisation of a similar style close to the existing Mt Chalmers open pit which offer both drilling and exploration targets, particularly along strike and down dip of the existing resource. This can be seen in Figure 4 showing the Company’s initial planned RC Drilling program at the Mt Chalmers Project.

5.2.2 EXPLORATION TARGETS AT MT CHALMERS

As stated in the Independent Geologist Report, the Mt Chalmers deposit has 3 Exploration Targets and 12 additional drill targets.

QMines intends to investigate:

(a) massive sulphide lenses or deeper stockwork and disseminated mineralisation, including pipe-like replacement bodies below the Main Lode and West Lodes;
(b) direct extensions to the plunging Main Lode and West Lodes;

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Figure 3: Mt Chalmers planned 10-hole diamond drill program.

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Figure 4: Mt Chalmers planned RC drill program.

COMPANY AND PROJECTS OVERVIEW

(c) possible peripheral lenses of mineralisation as a result of the structural dislocation of the Main Lode; and (d) massive sulphide lenses in new stratigraphic sections of the volcano-sedimentary pile of the Berserker Beds.

A summary of the Exploration Targets identified at the Mt Chalmers Project is included in Table 4²:

PROJECT	PROSPECT	Mt	Au (g/t)	Cu (%)	Zn (%)	CUT OFF
Mt Chalmers	Woods Shaft	1.0 to 1.5	0.6 to 1.0	0.2 to 0.3	n/a	0.5g/t Au
Mt Chalmers	Botos	1.5 to 2.5	0.5 to 0.8	0.1 to 0.2	1.1 to 1.4	0.5g/t Au
Mt Chalmers	Mt Warminster	1.5 to 1.8	n/a	0.1 to 0.2	0.5 to 0.7	1% Zn Eq
Table 4:Exploration Targets at	the Mt Chalmers Project. No	te silver and lead credits are	not included in the above tab	le, please refer to Annexure	A for further details.

5.2.3 SILVERWOOD PROJECT

The Silverwood Project is located 15km south of the regional centre of Warwick ( Figure 1 ). EPM 27281 and EPM 27724 consist of 78 sub-blocks (approximately 234km²) covering the greater Silverwood Group domain ( Figure 5 ). The tenements contain a relative abundance of historic mines and mineral occurrences that are prospective for both gold and base metals.

At the Grieves Quarry base metal deposit, drilling was carried out by the Geological Survey of Queensland ( GSQ ) between 1967 and 1971 where 2 diamond drilling programs were undertaken for a total of 17 diamond holes for 1,505 metres drilled. The GSQ diamond drilling intercepted numerous intersections of massive sulphide mineralisation at Grieves Quarry. GSQ did not assay for gold, focussing instead on base metals - copper, zinc, lead and silver.

5.2.4 EXPLORATION TARGET AT SILVERWOOD PROJECT

The interpreted mineral zone at Grieves Quarry measures 200m in strike, 200m in width with thickness ranging from 6m to 50m. The mineral zone dips relatively steep near surface but flattens out to a shallow 20-30º easterly dip below surface. The interpretation suggests that the mineralisation is relatively open for short distances along strike but may be much more open down dip. Using 3D wireframes, it is possible to generate base metal composites suitable for grade interpolation by Ordinary Kriging and using a nominal density of 3t/m³ (for sulphidic material) an Exploration Target can be derived using a 2% zinc cut off.

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Figure 5: Tenement, Geology & Mineral Occurrence Map for the Silverwood Project

Figure 6 represents an oblique view of the Exploration Target looking down to the local grid west north west and shows colour coded zinc block grades above 2% zinc. The geological interpretation of the mineral zone in brown and drillhole traces in green.

A summary of the Exploration Target identified at the Silverwood Project is included in Table 5³.

PROJECT	PROSPECT	Mt	Zn (%)	Cu (%)	Ag (ppm)	CUT OFF
0.8 to 1.0 Grieves Quarry 3.2 to 3.7 0.3 to 0.5 15 to 25 2% Zn Silverwood

Table 5: Exploration Target, Grieves Quarry prospect, Silverwood project. Note lead credits are not included in the above table, please refer to Annexure A for further details.

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Subsequent exploration by other companies in the 1970s and 1980s has been modest and has been confined to ground based surveys with no further drilling.

Historic drilling has allowed for the definition of an Exploration Target and there is potential for additional mineralisation down dip from this Exploration Target.

The Company considers there is the potential to find gold in calcareous or carbonate sedimentary rocks within the overall Silverwood Project area. GSQ did not assay for gold during the 1968 - 1970 drilling programs and QMines believes that a skarn-hosted gold and Carlin-style gold exploration concept have not been tested well by previous explorers.

Figure 6: Exploration Target block model at Grieves Quarry.

²[,] ³ Refer to the Independent Geologist’s Report. The potential quantity and grade of the Exploration Targets is conceptual in nature, as there has been insufficient exploration to estimate a mineral resource and it is uncertain if further exploration will result in the estimation of a mineral resource. Refer to Sections 4.5 and 4.6 of the Independent Geologist’s Report for details of assumptions (including metals prices and recoveries) underlying the copper and zinc equivalent cut-offs for the purposes of the Exploration Target estimation. It is the Company’s opinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold.

QMINES LIMITED PROSPECTUS 24

5.2.5 THE WARROO PROJECT

The Warroo Project is located 50km west of Stanthorpe in Queensland ( Figure 1 ). The Warroo project consists of EPM 26178 and EPM 27725 consisting of 72 sub-blocks covering an area of approximately 216km².

==> picture [222 x 239] intentionally omitted <==

Figure 7: Tenements, Geology & Prospects for the Warroo Project Area.

The Warroo gold mine and the associated Ti-Tree, Commodore and Glenrosa prospects ( Figure 7 ) show the strongest mineralisation known within the Warroo Project. However, the Angus Valley-Ashton copper workings, to the north-west, attest to mineralisation being relatively widespread. The Warroo mine produced 21 tonnes of copper, 283oz of gold and 901oz of silver between 1910-1911. A further 923oz of gold was produced between 1912-1913 when the mine was worked by tributers. When the mine reopened in 1931, eight tonnes of ore produced 5oz of gold. The Ashton Copper Mine was discovered in 1897 and worked until about 1900. A small supergene resource was exploited with assays of up to 30% Cu and 5g/t Ag recorded.

More recent mining by Valdora between 1990-1992 resulted in approximately 214,000 tonnes at 1.94g/t being mined under a heap leach operation, but final production figures are not known. The mineralisation dominantly occurs as laminated sulphidic quartz veins in shear zones (main zone to 1.2m wide) within zones of silicification, pyrite alteration and thrusting in shales/siltstones of the Texas Beds.

The Commodore copper mine was found in 1905 and is located north west of Warroo. Total production recorded in the period 1906-1913 is 206 tonnes of Cu (grade 6-25% Cu). Gold grades in the supergene zone were up to 25g/t, but there is no record of total production. The mineralisation was exploited to a depth of 35m and laterally for 85m.

The Glenrosa prospect has not been exploited and was defined by Duval Mining as a geochemical find. The prospect displays similar characteristics to Warroo, but with little or no gold. The Ti-Tree prospect, 800m south of Warroo, is a relatively recent discovery of an epithermal gold vein and siliceous alteration related to a northwest structure.

Strong northwest structural trends occur close to the north eastern edge of this buried body and within the Mount Bullaganang Granite and extend southeast to the Warroo area. Dyke-like intrusives extend from the buried body at depth into the Texas Beds. The orocline folded structure can be seen to the north within the Texas Bed.

The Company considers there is potential to define mesozonal to epizonal intrusive related gold mineralisation related to these structural corridors and on extensions to the Warroo and Ti Tree structures. The regional aeromagnetic data shows the Warroo Project to be located east of a large oval magnetic feature that appears to be at moderate depths ( Figure 8 ).

==> picture [286 x 266] intentionally omitted <==

Figure 8: RTPTilt Regional Magnetic Image with Interpreted Faults (GSQ Data).

COMPANY AND PROJECTS OVERVIEW

5.2.6 HERRIES RANGE PROJECT

The Herries Range gold Project comprises three contiguous EPMs, consisting of 110 sub-blocks covering an area of approximately 330km². The project is situated 40km west of Warwick in south-east Queensland covering the central and southern portions of the Warwick Goldfields ( Figure 1 ).

==> picture [242 x 248] intentionally omitted <==

Figure 9: Herries Range Project showing historic workings, prospects and tenure.

Regionally, the Stanthorpe-Texas area is part of the New England Province (the southernmost structural province of the New England Fold Belt in Queensland) and comprises 3 structural units: the Silverwood Block, the Texas Block and the New England Batholith.

The oldest exposed rocks in the area belong to the Early Devonian Rosenthal Creek Formation, which consists entirely of sedimentary rocks (sandstone, mudstone, chert, intra-formational conglomerate and limestone). The widespread Texas Beds are a thick sequence of flysch-like, regularly interbedded, volcaniclastic turbidites (lithic sandstone and mudstone) with minor chert, jasper, intra-formational conglomerate, acid to intermediate volcanics and limestone ( Figure 9 ). The Texas Beds are intensely deformed and have been interpreted to be an imbricated stack of fault slices, formed as the accretionary wedge of a subduction complex.

The strike of the Texas Beds is north to north-west with a series of west-north-west trending fault zones and anastomosing fault sets which locally produce extensional east-trending structures, some of which are sites for gold mineralisation.

Alluvial gold deposits are extensive throughout the tenement package. The sources of many of these alluvial workings have never been traced. Historical records report multiple quartz vein occurrences which were known to be gold-bearing but were not worked, and could have been one of the sources for the alluvial gold. Some alluvial gold areas were never reported or recorded by the QGS and consequently were forgotten until discovered by modern exploration.

The extensive alluvial mining in the west of the tenement area, in the Canal Creek Goldfield, had only a few hard-rock occurrences that were worked.

Within these goldfields and clusters of mines, QMines has located several historical mines and prospects and zones of prospective rock formations associated with both hard-rock and alluvial gold mineralisation.

QMines’ initial evaluation of the Herries Range Project has identified several prospective zones for gold:

(a) Palgrave Goldfield - Mountain Maid - Madam Ross - Telegraph zone; (b) Pikedale Goldfield - Kaffir Chief and Star of the East mine cluster;

(d) Puddler - Hunts Gully - Mascot mine cluster;

(e) Hunters Gully - Mount Burrabaranga zone; and

(f) Durikai zone.

The Company will undertake early-stage exploration work to progress and identify areas for more detailed follow up including ground-based geophysical surveys, geochemical soil grids and future drill testing.

5.3 BUSINESS MODEL

The Company’s proposed business model is to grow QMines copper and gold inventory by adding to the existing Inferred Resource at Mt Chalmers through systematic exploration and by assessing potential acquisitions in the region. The Company’s exploration plans will predominately focus on its Mt Chalmers Project.

The Company has planned a large drilling program (between 32,000 – 62,100m) to explore the Company’s Projects. Details of the Company’s planned exploration programs are set out in Section 5.5.

QMINES LIMITED PROSPECTUS

QMines may also pursue exploration joint ventures or other agreements that the Board considers value accretive for Shareholders.

If, after additional work, the Company’s management believes that the Inferred Resource at the Mt Chalmers Project is of sufficient scale, grade and economics to justify a commercially viable operation, management may elect to commence a pre-feasibility study or other development initiatives.

QMines proposes to fund its planned exploration activities over the first two years following listing as outlined in the table set out in Section 5.6.

5.4 KEY DEPENDENCIES

The key dependencies of the Company’s business model include:

(a) completing the Offer;
(b) maintaining title to the Projects;
(c) gaining timely access to Project areas in compliance with Queensland legislation and mining regulations;
(d) retaining and recruiting key personnel skilled in the mining and resources sector;
(e) there being sufficient capital available to the Company to carry out its exploration and development plans; and
(f) the market price of copper and gold remaining higher than the Company’s costs of any future production (assuming successful exploration by the Company).

5.5 PROPOSED EXPLORATION PROGRAM

MOUNT CHALMERS PROJECT

VHMS deposits can form at a variety of positions within a complex volcanic pile. Although the Mt Chalmers deposit appears to have similarities to the Kuroko VHMS, by virtue of the rhyolite domes, it does not follow that this is the only style of mineralisation that is present in the Mt Chalmers area.

The planned exploration activities and budgets are listed in the tables below:

MOUNT CHALMERS PROJECT EXPLORATION AND DEVELOPMENT BUDGET

MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$10,883	$10,883	$21,766
Geophysical survey & inversion	$248,000	$NIL	$248,000
RC Drilling (30,000m)²	$1,800,000	$2,700,000	$4,500,000
Diamond drilling (2,000m)³	$420,000	$180,000	$600,000
Auger soil sampling	$NIL	$150,000	$150,000
Resource modelling	$55,000	$55,000	$110,000
Data management & reporting	$100,000	$160,000	$260,000
Earthworks & rehabilitation	$89,000	$140,986	$229,986
Total4	$2,722,883	$3,396,869	$6,119,752

MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$10,883	$10,883	$21,766
Geophysical survey & inversion	$248,000	$402,000	$650,000
RC Drilling (50,000m)²	$3,000,000	$4,500,000	$7,500,000

27 COMPANY AND PROJECTS OVERVIEW

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CATEGORY YEAR 1 YEAR 2 TOTAL
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Diamond drilling (5,000m)³	$600,000	$900,000	$1,500,000
Auger soil sampling	$430,000	$150,000	$580,000
Resource modelling	$100,000	$180,000	$280,000
Data management & reporting	$220,000	$360,000	$580,000
Earthworks & rehabilitation	$229,986	$264,000	$493,986
Total4	$4,838,869	$6,766,883	$11,605,752

SILVERWOOD PROJECT

The base metal mineralisation at the Grieves Quarry prospect will be fully assessed in context with all the subsequent ground-based exploration data completed after the GSQ initial work during 1968-1971. Additionally, the Silverwood EPMs have several gold and base-metal targets that are worthy of follow up including the assessment of any anomalous areas defined by previous explorers.

The planned exploration activities and budgets are listed in the tables below:

SILVERWOOD PROJECT EXPLORATION BUDGET

MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$12,862	$12,862	$25,724
Digital modelling & drill planning	$8,000	$8,000	$16,000
Auger soil sampling	$29,500	$38,500	$68,000
Geological mapping	$12,500	$12,500	$25,000
Drilling data management & reporting	$6,000	$6,000	$12,000
Total4,5	$68,862	$77,862	$146,724

MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$12,862	$12,862	$25,724
Digital modelling & drill planning	$8,000	$27,000	$35,000
Auger soil sampling	$64,000	$105,000	$169,000
Geological mapping	$45,000	$15,000	$60,000
RC Drilling (4,000m)²	$NIL	$600,000	$600,000
Drilling data management & reporting	$6,000	$30,000	$36,000
Total4	$135,862	$789,862	$925,724

WARROO PROJECT

The EPMs covering the Warroo Project have numerous gold and copper targets worthy of follow up. It is intended that any anomalous areas defined by previous explorers will be re-assessed. The Warroo mine and environs are the main targets and will be drilled in the primary sulphide zone.

The planned exploration activities and budgets are listed in the tables below:

QMINES LIMITED PROSPECTUS

WARROO PROJECT EXPLORATION BUDGET

MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$11,873	$11,873	$23,746
Historical data digitisation	$28,000	$NIL	$28,000
Geochemical soil testing	$5,000	$14,000	$19,000
Geological mapping	$10,000	$NIL	$10,000
Drill target planning	$NIL	$2,000	$2,000
Drilling data management & reporting	$2,000	$4,000	$6,000
Total4,5	$56,873	$31,873	$88,746

MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)	MAXIMUM SUBSCRIPTION ($20,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$11,873	$11,873	$23,746
Historical data digitisation	$28,000	$NIL	$28,000
Geochemical soil testing	$15,000	$15,000	$30,000
Geological mapping	$35,000	$NIL	$35,000
RC Drilling (3,100m)²	$150,000	$315,000	$465,000
Drill target planning	$15,000	$NIL	$15,000
Drilling data management & reporting	$7,000	$20,000	$27,000
Total4	$261,873	$361,873	$623,746

THE HERRIES RANGE PROJECT

The Herries Range Gold Project contains an abundance of gold mineral occurrences, as both high grade, small, hard rock workings and more widespread alluvial gold workings. The Texas Beds of the New England Orogen are considered prospective for large scale intrusion related gold deposits and possibly sedimenthosted gold deposits.

The planned exploration activities and budgets are listed in the tables below:

HERRIES RANGE PROJECT EXPLORATION BUDGET

MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)	MINIMUM SUBSCRIPTION ($10,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$18,139	$18,139	$36,278
Historical data digitisation	$46,000	$NIL	$46,000
Geological mapping	$39,000	$39,000	$78,000
Geochemical soil sampling	$17,500	$17,500	$35,000
Auger/aircore drilling	$160,000	$230,000	$390,000
Drill target planning	$24,000	$6,000	$30,000

COMPANY AND PROJECTS OVERVIEW

CATEGORY	YEAR 1	YEAR 2	TOTAL
Drill target planning	$24,000	$6,000	$30,000
Drilling data management & reporting	$13,500	$16,000	$29,500
Total4	$318,139	$326,639	$644,778

MAXIMUM SUBSCRIPTION ($20,000,000)
CATEGORY	YEAR 1	YEAR 2	TOTAL
Rent¹	$18,139	$18,139	$36,278
Historical data digitisation	$46,000	$NIL	$46,000
Geological mapping and rock-chip sampling	$39,000	$39,000	$78,000
Geochemical XRF soil sampling	$17,500	$17,500	$35,000
Auger and air core drilling	$160,000	$230,000	$390,000
Drill target planning	$24,000	$6,000	$30,000
Drilling data management and reporting	$13,500	$16,000	$29,500
Total4	$318,139	$326,639	$644,778

ASSUMPTIONS:

The rent for an EPM is currently set at $164.90 per sub-block, pursuant to the Mineral Resources Regulation 2013 (QLD). Any amendment to the legislation may result in a change in the rent payable and accordingly may alter any planned exploration budget.
RC Drilling rates of $150/m are all inclusive (including assay costs).
Diamond drilling rates of $300/m are all inclusive (including core cutting and assay costs).
Planned exploration activities and budgets are indicative only and subject to change without notice.
Totals for Silverwood and Warroo are based on rent and minimum expenditure commitment with no drilling conducted.

5.6 USE OF FUNDS

The Company intends to apply funds raised from the Offer, together with existing cash reserves over the first two years following admission of the Company to the Official List of ASX as follows:

FUNDS AVAILABLE	MINIMUM SUBSCRIPTION	PERCENTAGE OF FUNDS	MAXIMUM SUBSCRIPTION	PERCENTAGE OF IPO FUNDS
Existing cash reserves¹	$900,000	8.3%	$900,000	4.3%
Funds raised from the Offer	$10,000,000	91.7%	$20,000,000	95.7%
Total	$10,900,000	100%	$20,900,000	100%

ALLOCATION OF FUNDS
FUNDS AVAILABLE	MINIMUM SUBSCRIPTION	PERCENTAGE OF FUNDS	MAXIMUM SUBSCRIPTION	PERCENTAGE OF IPO FUNDS
Exploration and development at the Mt Chalmers Project²	$6,119,752	56.14%	$11,605,752	55.53%
Exploration at the Silverwood Project²	$146,724	1.35%	$925,724	4.43%

QMINES LIMITED PROSPECTUS

FUNDS AVAILABLE	MINIMUM SUBSCRIPTION	PERCENTAGE OF FUNDS	MAXIMUM SUBSCRIPTION	PERCENTAGE OF IPO FUNDS
Exploration at the Warroo Project²	$88,746	0.81%	$623,746	2.98%
Exploration at the Herries Range Project²	$644,778	5.92%	$644,778	3.09%
Mining and development opportunity costs3,4	$1,000,000	9.17%	$2,000,000	9.57%
Expenses of the Offer5	$1,177,498	10.80%	$1,788,476	8.56%
Administration costs6	$1,100,000	10.09%	$1,100,000	5.26%
Working capital4	$622,502	5.71%	$2,211,524	10.58%
Total7	$10,900,000	100%	$21,100,000	100%

NOTES:

Refer to the Financial Information set out in Section 6 for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Offer of which various amounts will be payable prior to completion of the Offer.
Refer to Section 5.5 and the Independent Geologist’s Report for further details with respect to the Company’s proposed exploration and development programs at the Projects.
The Company may seek to acquire land / property in areas surrounding the Projects to provide access to tenure. This allocation of funds also includes amounts for stamp duty which the Company expects to pay in relation to such acquisitions. It is estimated that approximately $150,000 in stamp duty will be payable in relation to the recent acquisition of EPMs by the Company through the purchase of Traprock Resources.
To the extent that:

(a) the Company’s exploration activities warrant further exploration activities; or

(b) the Company is presented with additional acquisition opportunities, the Company’s working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert’s fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company’s quotation on ASX.

Refer to Section 10.8 for further details.
Administration costs includes the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs.
The intended use of funds from the Offer is indicative only and subject to change without notice.

It is anticipated that the funds raised under the Offer will enable two (2) years of full operations (if the Minimum Subscription is raised). It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional equity and/or debt funding. Future capital needs will also depend on the success or failure of exploration activities on the Projects. The use of further equity or debt funding will be considered by the Board when it is appropriate to fund additional exploration on the Projects, or to capitalise on acquisition opportunities in the resources sector.

In the event the Company raises more than the Minimum Subscription but less than the Maximum Subscription, it is anticipated that the additional funds raised will be first applied towards the expenses of the Offer and then proportionally to the other line items in the above table, however, this is subject to change at the discretion of the Board.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events including exploration success or failure and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis in its absolute discretion.

The Directors consider that, following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 7.

COMPANY AND PROJECTS OVERVIEW

5.7 CAPITAL STRUCTURE

The capital structure of the Company following completion of the Offer (assuming both Minimum and Maximum Subscription under the Offer) is summarised below:

1

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
Shares currently on issue²	72,035,719	72,035,719
Shares to be issued pursuant to the Offer³	33,333,334	66,666,666
TOTAL SHARES ON COMPLETION OF THE OFFER	105,369,053	138,702,385

NOTES:

The rights attaching to the Shares are summarised in Section 10.2.
This amount comprises:
(a) 47,000,000 Shares issued to the founders, Directors and certain other persons involved in the formation of the Company.
(b) 14,869,052 Shares issued at $0.15 to seed capital investors.

To be issued at the Offer price of $0.30 per Share.

OPTIONS1

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
Options currently on issue²	1,700,000	1,700,000
Options to be issued to the Lead Manager³	2,500,000	2,500,000
TOTAL OPTIONS ON COMPLETION OF THE OFFER	4,200,000	4,200,000

NOTES:

The Options are exercisable at $0.375 and expire 3 years from the date of the Company’s listing on the ASX. Refer to Section 10.3 for the full terms and conditions of the Options.
Options issued to Kerr Allan Financial Pty Ltd (ACN 127 843 627) under an engagement agreement in relation to a pre-IPO seed capital raising and corporate advisory services.
The Company has agreed to issue 2,500,000 Options to the Lead Manager pursuant to the Offer Management Agreement. Refer to Section 9.1 for a summary of the terms of the Offer Management Agreement.

5.8 SUBSTANTIAL SHAREHOLDERS

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer are set out in the respective tables below.

AS AT THE DATE OF THE PROSPECTUS

SHAREHOLDER	SHARES	OPTIONS	PERCENTAGE (%)
Turkey Investments Pty Ltd¹	24,200,000	Nil	33.6%
2Sausos Pty Ltd²	9,100,000	Nil	12.6%
DK Round Investments Pty Ltd³	5,000,000	Nil	6.9%

ON COMPLETION OF THE ISSUE OF SHARES UNDER THE MINIMUM SUBSCRIPTION (ASSUMING NO EXISTING SUBSTANTIAL SHAREHOLDER SUBSCRIBES FOR AND RECEIVES ADDITIONAL SHARES PURSUANT TO THE OFFER)

SHAREHOLDER	SHARES	OPTIONS	PERCENTAGE (%)
Turkey Investments Pty Ltd¹	24,200,000	Nil	23.0%
2Sausos Pty Ltd²	9,100,000	Nil	8.6%

QMINES LIMITED PROSPECTUS

ON COMPLETION OF THE ISSUE OF SHARES UNDER THE MAXIMUM SUBSCRIPTION (ASSUMING NO EXISTING SUBSTANTIAL SHAREHOLDER SUBSCRIBES FOR AND RECEIVES ADDITIONAL SHARES PURSUANT TO THE OFFER)

SHAREHOLDER	SHARES	OPTIONS	PERCENTAGE (%)
Turkey Investments Pty Ltd¹	24,200,000	Nil	17.4%
2Sausos Pty Ltd²	9,100,000 Nil		6.6%

NOTES:

Held by Turkey Investments Pty Ltd (ACN 610 764 237) as trustee for The Turkey Family Trust, a related party of the Company on the basis that it is controlled by Andrew Sparke, a director of the Company.
2Sausos Pty Ltd (ACN 643 952 283) is an entity controlled by Phillip James Telford Anderson (James Anderson), QMines’ General Manager, Operations.
DK Round Investments Pty Ltd (ACN 643 951 571) is a related party of the Company on the basis that it is controlled by Daniel Lanskey, a director of the Company.

The Company will announce to ASX details of its top 20 Shareholders following completion of the Offer prior to the Shares commencing trading on ASX.

5.9 RESTRICTED SECURITIES

Subject to the Company being admitted to the Official List and completing the Offer, certain Shares will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Shares are prohibited from being transferred, trading in the Company’s Shares may be less liquid which may impact the ability of a Shareholder to dispose of their Shares in a timely manner.

While the ASX has not yet confirmed the final escrow position applicable to the Company’s Shareholders, the Company anticipates that the following Shares will be subject to escrow:

(a) Shares issued to and held by the founders, Directors and promoters will be subject to ASX-imposed escrow for up to 24 months from the date of Official Quotation;
(b) a portion of Shares issued to unrelated seed capitalist Shareholders will be subject to ASX-imposed escrow for up to 12 months from the date of issue of the Shares;
(c) Shares issued to Traprock Mining in consideration for the acquisition of Traprock Resources (which holds the Projects) will be subject to ASX-imposed escrow for 12 months from the date of issue of the Shares[4] ;
(d) Shares issued to Orefox AI in consideration for the acquisition of Rocky Copper (which holds tenements at the Mt Chalmers Project) will be subject to voluntary escrow for 12 months from the date of Official Quotation;
(e) Shares issued to Kerr Allan Financial Pty Ltd (ACN 127 843 627) ( Kerr Allan ) as consideration for pre-IPO seed capital raising and corporate advisory services will be subject to ASX-imposed escrow for up to 24 months from the date of Official Quotation;
(f) Options issued to Kerr Allan under an engagement agreement in relation to a pre-IPO seed capital raising and corporate advisory services will be subject to ASX-imposed escrow for up to 24 months from the date of Official Quotation; and
(g) Options issued to the Lead Manager pursuant to the Offer Management Agreement will be subject to ASX-imposed escrow for up to 24 months from the date of Official Quotation.

The number of Shares that are subject to ASX imposed escrow are at ASX’s discretion in accordance with the ASX Listing Rules and underlying policy. The above is a good faith estimate of the Shares that are expected to be subject to ASX imposed escrow.

The Company will announce to ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX (which admission is subject to ASX’s discretion and approval).

5.10 ADDITIONAL INFORMATION

Prospective investors are referred to and encouraged to read in its entirety both the:

(a) the Independent Geologist’s Report included in Annexure A for further details about the geology, location and mineral potential of the Company’s Projects; and
(b) the Solicitor’s Report on Tenements included in Annexure B for further details with respect to the Company’s interests in the Tenements.

5.11 DIVIDEND POLICY

The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

4 The Company intends to seek look through relief from ASX in relation to the Shares issued in consideration for the acquisition of Traprock Resources. However under the terms of the acquisition, the vendors have agreed that 50% of the Shares issued will remain subject to voluntary escrow for 6 months from the date of Official Quotation.

COMPANY AND PROJECTS OVERVIEW

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings, operating results, and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

QMINES LIMITED PROSPECTUS 34

FINANCIAL INFORMATION 06

6.1 INTRODUCTION

The financial information relating to QMines contained in this Section 6 includes:

(a) Traprock Resources' statutory historical financial information for the financial years ended 30 June 2018 ( FY18 ), 30 June 2019 ( FY19 ) and 30 June 2020 ( FY20 ) comprising:

(i) unaudited historical statements of profit or loss and other comprehensive income for FY18, FY19, and FY20; (ii) unaudited historical statements of financial position as at 30 June 2018, 30 June 2019 and 30 June 2020; and (iii) unaudited statutory historical cash flow statements for FY18, FY19 and FY20,

(together, the Statutory Historical Financial Information ); and

(b) QMines’ unaudited statutory historical statement of financial position as at 30 September 2020, and pro-forma statements of financial position at 30 September 2020 based on the Minimum Subscription and Maximum Subscription scenarios (the Pro Forma Historical Statement of Financial Position ),

(the Statutory Historical Financial Information and the Pro Forma Statement of Financial Position, together the Financial Information ).

The information in this Section 6 should also be read in conjunction with all other information set out in this Prospectus and, in particular, the risk factors detailed in Section 7.

All amounts disclosed in Section 6 are, unless otherwise noted, rounded to the nearest thousand Australian dollars. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Any differences between totals and sums of components in figures or tables contained in this Prospectus are due to rounding.

The Company has a 30 June financial year end.

6.2 BASIS OF PREPARATION AND PRESENTATION OF THE FINANCIAL INFORMATION

6.2.1 OVERVIEW OF PREPARATION AND PRESENTATION OF THE HISTORICAL FINANCIAL INFORMATION

The Directors are responsible for the preparation and presentation of the Financial Information.

The Financial Information included in this Prospectus is intended to present potential investors with information to assist them in understanding the underlying historical financial performance, cash flow and financial position of QMines.

Given that QMines is in an early stage of development, there are significant uncertainties associated with forecasting the future revenues and expenses of the Company. On this basis, the Directors believe that there is no reasonable basis for the inclusion of financial forecasts in the Prospectus.

The Statutory Historical Financial Information has been prepared in accordance with the recognition and measurement principles of Australian equivalents to International Financial Reporting Standards ( AIFRS ) issued by the Australian Accounting Standards Board. Following listing, the Company will report under AIFRS in Australian Dollars, which is its elected presentation currency. The significant accounting policies are described in Section 6.10.

The Pro Forma Historical Statement of Financial Position has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards ( AAS ) and AIFRS other than it includes certain adjustments which have been prepared in a manner consistent with AAS and AIFRS that reflect the impact of certain transactions as if they had occurred on or before 30 September 2020.

The Financial Information is presented in an abbreviated form and it does not include all of the presentation and disclosures, statements or comparative information required by AAS and AIFRS, and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

In addition to the Financial Information, Section 6 describes certain non-AIFRS financial measures that QMines uses to manage and report on the business that are not defined under or recognised by AAS or AIFRS.

6.2.2 BASIS FOR INCLUSION OF HISTORICAL FINANCIAL INFORMATION

QMines was incorporated on 4 August 2020 as a private company and converted to a public company on 22 October 2020 for the purposes of listing on ASX.

The Company completed the acquisition of all of the issued shares in Traprock Resources from Traprock Mining on 24 December 2020.

The historical financial statements of Traprock Mining for FY18, FY19 and FY20 were audited and unqualified audit opinions were issued for each of those periods. QMines is the holding company of Traprock Resources (operating company, incorporated on 11 July 2013), Dynasty Gold (a dormant company, incorporated on

QMINES LIMITED PROSPECTUS

10 February 2015), Rocky Copper (a dormant company, incorporated on 22 October 2019) and RLG Holdings (a dormant company, incorporated on 15 December 2020).

There are limited actual historical consolidated financial results for QMines, given it is recently incorporated and acts as the holding company for the Group. There are limited actual historical financial results for Dynasty Gold. Notwithstanding that exploration permits are held by Dynasty Gold, over the course of the historical financial period, Traprock Resources has paid for costs associated with the exploration permits held by Dynasty Gold. There are limited actual historical financial results for Rocky Copper and RLG Holdings (property holding company). Notwithstanding that exploration permits are held by Rocky Copper, since its incorporation, Warwick Anderson has paid for costs associated with the exploration permits held by Rocky Copper.

Consequently, only Traprock Resources’ financial information has been disclosed in this Section 6 as it is the only operating company within the Group. This financial information is derived from the audited historical financial information of Traprock Mining.

The Pro Forma Historical Statement of Financial Position reflects a consolidation of QMines that will comprise the QMines Group upon listing.

6.2.3 LIMITED ASSURANCE REPORT

The Financial Information has been reviewed by RSM Corporate Australia Pty Ltd in accordance with the Australian Standard on Assurance Engagements ASAE 3450: “Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information” as stated in its Independent Limited Assurance Report set out in Annexure C. Investors should note the scope and limitations of the Independent Limited Assurance Report.

6.2.4 PREPARATION OF THE FINANCIAL INFORMATION

The Financial Information has been presented on both a statutory and a pro forma basis.

The Historical Statutory Financial Information for Traprock Resources has been derived from the audited general purpose financial statements of Traprock Mining.

Traprock Resources is the operating entity which was previously owned by Traprock Mining (a holding company) prior to its acquisition by QMines.

The Pro Forma Historical Statement of Financial Position has been prepared for the purpose of inclusion in this Prospectus. The Pro Forma Historical Statement of Financial Position has been derived from the unaudited statutory historical consolidated statement of financial position of QMines and adjusted for the effects of the pro forma adjustments, including the impact of the Offer, as if it had occurred as at 30 September 2020.

In preparing the Financial Information, QMines’ accounting policies have been consistently applied throughout the periods presented.

Investors should note that past results are not a guarantee of future performance.

GOING CONCERN

The Financial Information has been prepared on a going concern basis, which contemplates continuity of normal business activities and realisation of assets and discharge of liabilities in the normal course of business.

The Directors believe that there are reasonable grounds that QMines will be able to continue as a going concern as a result of the proceeds raised from the Offer.

Accordingly, the board of Directors believe that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the Financial Information.

6.2.5 EXPLANATION OF CERTAIN NON-AIFRS FINANCIAL MEASURES

To assist in the evaluation of the financial performance of QMines, certain measures are used to report on the Company that are not recognised under AAS or AIFRS. These measures are collectively referred in this Section 6 and under Regulatory Guide 230 Disclosing Non-AIFRS Financial Information published by ASIC as “non-AIFRS financial measures”. The principal non-AIFRS financial measures that are referred to in this Prospectus are as follows:

(a) EBITDA is earnings / (losses) before interest (net of finance income), taxation, depreciation and amortisation. Management uses EBITDA to evaluate the operating performance of the business without the non-cash impact of depreciation, amortisation and before interest and taxation. QMines also calculates EBITDA margin, which is EBITDA expressed as a percentage of total revenue. EBITDA can be useful to help understand the cash generation potential of the business. EBITDA and EBITDA margin should not be considered as an alternative to measures of cash flow under AIFRS and investors should not consider EBITDA in isolation from, or as a substitute for, an analysis of the results of QMines’ operations;
(b) EBIT is earnings / (losses) before interest (net of finance income) and taxation; and
(c) Operating cash flow is EBITDA after the removal of non-cash items in EBITDA (e.g. share based payments) and changes in working capital. QMines uses operating cash flow to indicate the level of operating cash flow generated from EBITDA.

Potential investors should also refer to the description of the key financial terms set out in Section 6.3.

Although the Directors believe that these measures provide useful information about the financial performance of QMines, they should be considered as supplements to the income statement or cash flow statement measures that have been presented in accordance with AAS and AIFRS and not as a replacement for them. As these non-AIFRS financial measures are not based on AAS or AIFRS, they do not have standard definitions, and the way QMines has calculated these

37 FINANCIAL INFORMATION

measures may differ from similarly titled measures used by other companies. Potential investors should therefore not place undue reliance on these non-AIFRS financial measures.

6.3 SUMMARY OF STATUTORY HISTORICAL STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

The table below sets out Traprock Resources’ Historical Statement of Profit or Loss and other Comprehensive Income for FY18, FY19, and FY20.

	FY18 UNAUDITED $'000	FY19 UNAUDITED $'000	FY20 UNAUDITED $'000
Revenue	–	–	15
Operating expenses	(312)	(182)	(171)
TOTAL EXPENSES	(312)	(182)	(171)
EBITDA	(312)	(182)	(156)
Depreciation and amortisation	–	–	–
EBIT	(312)	(182)	(156)
Finance costs	–	–	–
Net loss before tax	(312)	(182)	(156)
Income tax expense	–	–	–
Net loss after tax	(312)	(182)	(156)

(a) DESCRIPTION OF THE KEY FINANCIAL TERMS

The following is a description of the key financial terms used in the presentation of the Statutory Historical Financial Information:

(i) revenue in FY20 related to the cash flow boost from the ATO; and
(ii) operating expenses are largely related to consulting fees paid to Gold Exploration Australia Pty Ltd ($39,000 in FY20), salaries and wages paid to two employees ($74,000 in FY20) and site rent relating to the 6 EPMs held throughout the historical period ($28,000 in FY20).

(b) GENERAL FACTORS AFFECTING THE HISTORICAL OPERATING RESULTS OF QMINES

Set out below is a discussion of the main factors which affected QMines' operations and the relative financial performance in FY18, FY19, and FY20, which QMines expects may continue to affect it in the future. The discussion of these general factors is intended to provide a summary only and does not detail all factors that affected the QMines' historical operating and financial performance, nor everything which may affect the QMines' operations and financial performance in the future.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE HISTORICAL STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

OPERATING EXPENSES

	FY18 UNAUDITED $'000	%	FY19 UNAUDITED $'000	%	FY20 UNAUDITED $'000	%
Accountancy and audit Commissions Corporate secretarial Consulting fees Environmental assurance fees	3 – 1 21 3	1% 0% 0% 7% 1%	11 50 3 10 9	6% 28% 2% 5% 5%	11 – – 39 3	6% 0% 0% 23% 2%

QMINES LIMITED PROSPECTUS 38

	FY18 UNAUDITED $'000	FY19 UNAUDITED $'000	%	FY20 UNAUDITED $'000	%
Filing fees Geochemistry Insurance Labour hire Legal fees Printing and stationery Project generation Rent Superannuation Telephone Travel, accommodation & conference Wages Workcover	3 3 3 89 15 1 – 54 8 – 22 85 1 1% 1% 1% 29% 5% 0% 0% 17% 3% 0% 7% 27% 0%	4 7 4 – 3 10 1 24 4 2 13 27 –	2% 4% 2% 0% 2% 5% 1% 13% 2% 1% 7% 15% 0%	2 – – – – – – 28 7 – 8 73 –	1% 0% 0% 0% 0% 0% 0% 16% 4% 0% 5% 43% 0%
TOTAL OVERHEADS	312 100%	182	100%	171	100%
KPIs
44.1% 55.9% 28.2% 71.8% 59.3% 40.7% Fixed as a % of total Variable as a % of total

Commissions in FY19 relate to commissions paid to Daniel Lanskey, a director of the Company ($15,000) and to Ian Birch ($35,000) for introducing additional shareholders to Traprock Mining.

Labour hire in FY18 encompasses amounts paid to Warwick Anderson which was paid via a mixture of shares being issued ($75,000) and cash consideration ($14,000). It is now paid as consulting fees to Gold Exploration Australia Pty Ltd, an entity associated with Warwick Anderson. This also reflects the increase in consulting fees in FY20.

Rent relates to site rent for the exploration permits, a summary has been set out below.

PROJECT NAME	EPM	HOLDER	GRANT DATE	EXPIRY DATE	SUB BLOCKS	RENT
Mt Chalmers	25935	Dynasty	21-Jul-16	20-Jul-21	13	$2,145
Warroo	26178	Dynasty	17-Aug-16	16-Aug-21	21	$3,465
Herries Range	25785	Traprock	30-Apr-15	29-Apr-23	24	$3,960
Herries Range	25786	Traprock	30-Apr-15	29-Apr-23	59	$9,735
Herries Range	25788	Traprock	30-Apr-15	29-Apr-23	27	$4,455
Silverwood	27281	Traprock	5-Feb-20	5-Feb-25	28	$4,617

Wages relate to the payment of wages for two individuals.

39 FINANCIAL INFORMATION

6.4 SUMMARY OF STATUTORY HISTORICAL STATEMENT OF FINANCIAL POSITION

AS AT	30-JUN-18 UNAUDITED $'000	30-JUN-19 UNAUDITED $'000	30-JUN-20 UNAUDITED $'000
Current assets Cash and cash equivalents Trade and other receivables	69 –	5 –	– 14
TOTAL CURRENT ASSETS	69	5	14
Non current assets Other assets	10	10	10
TOTAL NON CURRENT ASSETS	10	10	10
TOTAL ASSETS	79	15	24
Current liabilities Trade and other payables Provisions	11 2	9 –	16 –
TOTAL CURRENT LIABILITIES	13	9	16
TOTAL LIABILITIES	13	9	16
NET ASSETS	66	6	8

6.5 SUMMARY OF STATUTORY HISTORICAL CASH FLOWS

	FY18 UNAUDITED $'000	FY19 UNAUDITED $'000	FY19 UNAUDITED $'000
Operating cash fows
EBITDA	(312)	(182)	(156)
Non cash movement:
Share based payment	75	–	–
Other movements:
Trade and other receivables	1	–	(14)
Trade and other payables	9	(4)	7
MOVEMENT IN WORKING CAPITAL	10	(4)	(7)
NET OPERATING CASH FLOWS	(227)	(186)	(163)
Financing cash fows Proceeds from the issue of ordinary shares	272	122	158
NET FINANCING CASH FLOWS	272	122	158
Net cash movement Cash at the beginning of the fnancial period	45 24	(64) 69	(45) 5
CASH AT THE END OF THE PERIOD	69	5	–

QMINES LIMITED PROSPECTUS 40

MANAGEMENT DISCUSSION AND ANALYSIS OF THE HISTORICAL CASH FLOWS

QMines is in the early stage of its business life cycle which requires accelerated investment to progress its exploration and development program. As such, historical operating cash flow has been financed through capital raisings.

In FY18, $89,000 was paid to Warwick Anderson via a mixture of cash consideration ($14,000) and shares being issued ($75,000) (a non cash movement reflecting the fair value of the shares issued).

Operating cash outflows each year have been funded by the issue of fully paid ordinary shares.

6.6 STATUTORY HISTORICAL STATEMENTS OF FINANCIAL POSITION AND PRO FORMA HISTORICAL STATEMENT OF FINANCIAL POSITION

Set out below is the statutory historical statement of financial position of QMines and the pro forma adjustments that have been made to prepare the Pro Forma Historical Statement of Financial Position.

The Pro Forma Historical Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of QMines' view of its financial position upon completion of the Offer or at a future date. Further information on the sources and uses of funds of the Offer is set out in Section 5.6.

AS AT	30-SEP-20	30-SEP-20	30-SEP-20
	QMINES LTD UNAUDITED $'000	MINIMUM PRO FORMA $'000	MAXIMUM PRO FORMA $'000
Current assets Cash and cash equivalents Trade and other receivables	– –	10,772 59	20,100 104
TOTAL CURRENT ASSETS	–	10,831	20,204
Non current assets Land and buildings Exploration and development expenditure	– –	430 3,052	430 3,052
TOTAL NON CURRENT ASSETS	–	3,482	3,482
TOTAL ASSETS	–	14,313	23,686
Current liabilities Trade and other payables	–	403	403
TOTAL CURRENT LIABILITIES	–	403	403
TOTAL LIABILITIES	–	403	403
NET ASSETS	–	13,910	23,283
Equity Contributed equity Reserves Accumulated losses	– – –	13,712 693 (495)	23,025 693 (435)
TOTAL EQUITY	–	13,910	23,283

FINANCIAL INFORMATION

(a) SUBSEQUENT EVENTS:

The following transactions and events had not occurred prior to 30 September 2020 but have taken place or will take place on or before the issue of Shares under the Offer. The pro forma financial information in this Section 6 assumes that they occurred on or before 30 September 2020:

(i) the issue of 46,666,667 Shares to the founders at an issue price of $0.001 on 30 September 2020;
(ii) the issue of 11,536,668 Shares to pre-IPO Shareholders at an issue price of $0.15 on 1 October 2020;
(iii) the issue of 3,265,718 Shares to pre-IPO Shareholders at an issue price of $0.15 on 30 October 2020;
(iv) the payment of the following to Kerr Allan Financial Pty Ltd in consideration for services as lead manager to the seed capital raisings:
(A) the issue of 333,333 Shares at a deemed issue price of $0.15 on 30 October 2020 (with a fair value of $50,000);
(B) a cash payment of $163,000 (including GST);
(C) the issue of 1,700,000 Options with an exercise price of $0.375 (a 25% premium to the Offer price) and a term of 3 years, vesting immediately. The Directors have valued the Options at $281,000 (being $0.17 per Option) using the Black Scholes option valuation methodology.
(v) the acquisition of Traprock Resources on 24 December 2020 in consideration for the issue by QMines to Traprock Mining of 10,000,000 Shares with a fair value of $3,000,000 and no cash consideration being paid. Refer to Section 9.2;
(vi) the issue of 66,666 Shares to pre IPO Shareholders at an issue price of $0.15 on 31 December 2020;
(vii) the acquisition of Rocky Copper on 18 January 2021 in consideration for the issue by QMines to Traprock Mining of 166,667 Shares with a fair value of $50,000 and no cash consideration being paid. Refer to Section 9.3; and
(viii) the purchase by RLG Holdings (a subsidiary of QMines) of some land in Queensland for $430,000, of which a deposit of $43,000 has been paid with the remaining payable on settlement on 30 April 2021. Refer to Section 9.4.

(b) PRO FORMA ADJUSTMENTS:

The following pro forma adjustments are expected in connection with the Offer:

(i) intragroup elimination adjustments in relation to the acquisition of Traprock Resources (and Dynasty Gold) by QMines;
(ii) the completion of the Offer which relates to the issue of 33,333,334 Shares at $0.30 each raising $10,000,000 (Minimum Subscription), with oversubscriptions raising a total of up to $20,000,000 (Maximum Subscription);
(iii) expenses associated with the Minimum Subcription estimated to be $1,300,000, with $755,000 being capitalised and $495,000 being expensed. Expenses associated with the Maximum Subscription estimated to be $2,000,0000, with $1,400,000 being capitalised and $435,000 being expensed. Recoverable GST is estimated at $45,000 under the Minimum Subscription and $90,000 under the Maximum Subscription. As at 30 September 2020, none of the Offer costs had been prepaid; and
(iv) the issue of 2,500,000 Options to the Lead Manager as part consideration for services provided under the Offer Management Agreement. The Options have an exercise price of $0.375 (a 25% premium to the Offer price) and a term of 3 years, vesting immediately. The Directors have valued the Options at $413,000 (being $0.17 per Option) using the Black Scholes option valuation methodology. Refer to Section 9.1 for a summary of the terms of the Offer Management Agreement.

6.7 PRO FORMA CAPITAL STRUCTURE

Refer to Section 5.7 for a summary of QMines’ capital structure.

	NO. OF SHARES	CONTRIBUTED EQUITY	RESERVES	ACCUM. LOSSES	NET ASSETS
		$'000	$'000	$'000	$'000
Ordinary shares at the date of incorporation Subsequent events: Founders Shares issued Pre IPO tranche Pre IPO tranche Pre IPO costs Acquisition of Traprock Resources and Dynasty Gold Pre IPO tranche Acquisition of Rocky Copper	46,666,667 11,536,668 3,265,718 333,333 10,000,000 66,666 166,667	– 41 1,731 490 (443) 3,000 10 50	– – – – 281 – – –	– – – – – – – –	– 41 1,731 490 (162) 3,000 10 50
PRE OFFER CAPITAL STRUCTURE	72,035,719	4,879	281	–	5,160

QMINES LIMITED PROSPECTUS

	NO. OF SHARES	CONTRIBUTED EQUITY	RESERVES	ACCUM. LOSSES	NET ASSETS
		$'000	$'000	$'000	$'000
Pro forma transactions in relation to the Minimum Subscription Public offer Offer costs	33,333,334	10,000 (1,167)	– 412	– (495)	10,000 (1,250)
TOTAL (UNDILUTED)	105,369,053	13,712	693	(495)	13,910
Pro forma transactions in relation to the Maximum Subscription Public offer Offer costs	66,666,666	20,000 (1,854)	– 412	– (435)	20,000 (1,877)
TOTAL (UNDILUTED)	138,702,385	23,025	693	(435)	23,283
(a) RECOGNITION OF A DEFERRED TAX ASSET

A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty surrounding the flow of economic benefits that will flow in future periods.

(b) LIQUIDITY AND CAPITAL RESOURCES

Following Completion of the Minimum Subscription, the Company will have cash of $10,772,000 on a pro forma basis as at 30 September 2020.

The Company expects that it will have sufficient cash to meet its short-term operational requirements and other business needs.

(c) CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENT LIABILITIES

QMines has no operating or finance leases.

6.8 CRITICAL ACCOUNTING POLICIES

Preparing financial statements in accordance with AAS requires management to make judgements, estimates and assumptions about the application of accounting policies that affect the reported revenues and expenses, carrying values of assets and liabilities and the disclosure of contingent liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods. Judgements the Company has made in the application of AAS that have a significant effect on the financial statements and estimates with a significant risk of material adjustments in the next financial year are disclosed, where applicable, in the relevant notes to the financial statements. The key areas in which critical estimates and judgements are applied are in respect of tax, as described in the significant accounting policies outlined in Section 6.10.

6.9 DIVIDEND POLICY

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

43 FINANCIAL INFORMATION

6.10 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES IN RELATION TO THE FINANCIAL STATEMENTS

(a) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent, QMines, and all of its subsidiaries (including any structured entities). Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

(b) INCOME TAX

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit, or loss, is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. When an investment property that is depreciable is held by the company in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settle.

(c)

FAIR VALUE OF ASSETS AND LIABILITIES

The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the Group's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instrument, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

QMINES LIMITED PROSPECTUS 44

(d) EMPLOYEE BENEFITS

(I) SHORT-TERM EMPLOYEE BENEFITS

Provision is made for the Group's obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group's obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position.

(ii) OTHER LONG-TERM EMPLOYEE BENEFITS

Provision is made for employees' long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Upon the remeasurement of obligations for other long-term employee benefits, the net change in the obligation is recognised in profit or loss as a part of employee benefits expense.

The Group's obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

(e) CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

(f) REVENUE AND OTHER INCOME

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Interest revenue is recognised using the effective interest method, which for floating rate financial assets is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at the end of the reporting period and where outcome of the contract can be estimated reliably. All revenue is stated net of the amount of goods and services tax (GST).

(g) TRADE AND OTHER RECEIVABLES

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as noncurrent.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

(h)

TRADE AND OTHER PAYABLES

Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

(i) 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.

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

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the ATO, are presented as operating cash flows included in receipts from customers or payments to suppliers.

45 FINANCIAL INFORMATION

(j) EXPLORATION AND EVALUATION EXPENDITURE

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

(k) SHARE-BASED PAYMENTS

Equity-settled and cash-settled share-based compensation benefits may be provided to employees and third party suppliers.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cashsettled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

(i) during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period; and

(ii) from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

QMINES LIMITED PROSPECTUS 46

RISK FACTORS 07

7.1 INTRODUCTION

The Shares offered under this Prospectus should be considered highly speculative and an investment in the Company is not risk free.

The future performance of the Company and the value of the Shares may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks as well as other risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are described below.

The risks factors set out in this Section 7, or other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares. This Section 7 is not intended to provide an exhaustive list of the risk factors to which the Company is exposed.

The Directors strongly recommend that prospective investors consider the risk factors set out in this Section 7, together with all other information contained in this Prospectus.

Before determining whether to invest in the Company you should ensure that you have a sufficient understanding of the risks described in this Section 7 and all of the other information set out in this Prospectus. You should consider whether an investment in the Company is suitable for you, taking into account your objectives, financial situation and needs.

If you do not understand any matters contained in this Prospectus or have any queries about whether to invest in the Company, you should consult your accountant, financial adviser, stockbroker, lawyer or other professional adviser.

7.2 COMPANY SPECIFIC RISKS

RISK CATEGORY	RISK
Limited History	The Company was only recently incorporated on 4 August 2020 and has only limited operating history and limited historical fnancial performance. Exploration and production has previously been conducted on the area of land the subject of the Tenements, however, the Company is yet to conduct its own exploration activities or had the opportunity to confrm any historical information in relation to these Tenements. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.
Exploration and Development	The mineral exploration permits comprising the Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that future exploration of these permits, or any other mineral tenements/ licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identifed, 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 or adverse weather conditions, unanticipated operational and technical diffculties, diffculties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company. The success of the Company will also depend upon the Company being able to maintain title to the mineral exploration permits comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programs prove to be unsuccessful, this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration permits comprising the Projects.

RISK CATEGORY

RISK

Limited History

The Company was only recently incorporated on 4 August 2020 and has only limited operating
history and limited historical fnancial performance.
Exploration and production has previously been conducted on the area of land the subject of
the Tenements, however, the Company is yet to conduct its own exploration activities or had the
opportunity to confrm any historical information in relation to these Tenements.
No assurances can be given that the Company will achieve commercial viability through the
successful exploration and/or mining of its Tenements. Until the Company is able to realise value
from its Projects, it is likely to incur ongoing operating losses.

Exploration and Development

The mineral exploration permits comprising the Projects are at various stages of exploration, and
potential investors should understand that mineral exploration and development are high-risk
undertakings.
There can be no assurance that future exploration of these permits, or any other mineral tenements/
licences that may be acquired in the future, will result in the discovery of an economic resource.
Even if an apparently viable resource is identifed, 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 or adverse weather
conditions, unanticipated operational and technical diffculties, diffculties in commissioning
and operating plant and equipment, mechanical failure or plant breakdown, unanticipated
metallurgical problems which may affect extraction costs, industrial and environmental accidents,
industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts,
plant, equipment and staff, native title process, changing government regulations and many other
factors beyond the control of the Company.
The success of the Company will also depend upon the Company being able to maintain title to
the mineral exploration permits comprising the Projects and obtaining all required approvals for
their contemplated activities. In the event that exploration programs prove to be unsuccessful,
this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of
the Company and possible relinquishment of one or more of the mineral exploration permits
comprising the Projects.

QMINES LIMITED PROSPECTUS 48

RISK CATEGORY	RISK
Tenure, Access, and Grant of Applications	Applications The Tenements are at various stages of application and grant. Two of the Tenements in relation to the Mt Chalmers Project are still under application. While the Company does not anticipate there to be any issue with the grant of these applications, there can be no assurance that the applications will be granted. While the Company considers the risk to be low, there can also be no assurance that if the relevant tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. Refer to the Solicitor’s Report on Tenements in Annexure B for further information on the Company’s tenement applications. Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. The imposition of new conditions, or the inability to meet those conditions, may adversely affect the operations, fnancial position and/or performance of the Company. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Queensland and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be signifcant. Access Several of the Tenements overlap certain third-party interests that may limit the Company’s ability to conduct exploration and mining activities including private land and areas on which native title is yet to be determined. Planned exploration or potential future mining activities will require the Company to enter into conduct and compensation agreements with various land holders to ensure the requirements of the Mineral Resources Act 1989(QLD) and the_Mineral and Energy Resources (Common Provisions) Act_ 2014(QLD) are satisfed and to avoid any disputes arising. Entry into these agreements is not guaranteed and may delay or prevent the undertaking of activities, including any exploration activities and the development of future mines, and may restrict the areas within which the Company can explore for mineral development. Please refer to the Solicitor’s Report on Tenements in Annexure B for further information.
Native Title and Aboriginal Heritage	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. Searches indicate that several of the Tenements comprising the Projects are within the external boundaries of native title claims. Public searches indicate that EPM 25935, EPM 25788, EPM 25786, EPM 27726 and EPM 25785 are either granted with, or the application has been made subject to, the 'Native Title Protection Conditions' (NTPCs) attached as conditions of grant. The NTPC’s contain specifc requirements around notifcation of exploration activities and timeframes for responses by the Native Title parties. In addition, Indigenous Land Use Agreements (ILUA) are registered against EPM 25935 and EPM 27726. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company. The Directors will closely monitor the potential effect of native title claims or Aboriginal heritage matters involving Tenements in which the Company has or may have an interest. Please refer to the Solicitor’s Report on Tenements in Annexure B for further information.

RISK CATEGORY

RISK

Tenure, Access, and Grant of
Applications

Applications
The Tenements are at various stages of application and grant. Two of the Tenements in relation to the
Mt Chalmers Project are still under application. While the Company does not anticipate there to be
any issue with the grant of these applications, there can be no assurance that the applications will be
granted. While the Company considers the risk to be low, there can also be no assurance that if the
relevant tenement is granted, it will be granted in its entirety. Additionally, some of the tenement
areas applied for may be excluded.
Refer to the Solicitor’s Report on Tenements in Annexure B for further information on the Company’s
tenement applications.
Renewal
Mining and exploration tenements are subject to periodic renewal. The renewal of the term of
granted tenements is subject to compliance with the applicable mining legislation and regulations
and the discretion of the relevant mining authority. Renewal conditions may include increased
expenditure and work commitments or compulsory relinquishment of areas of the tenements. The
imposition of new conditions, or the inability to meet those conditions, may adversely affect the
operations, fnancial position and/or performance of the Company.
The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations
governing exploration in Queensland and the ongoing expenditure budgeted for by the Company.
However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons
beyond the control of the Company could be signifcant.
Access
Several of the Tenements overlap certain third-party interests that may limit the Company’s ability
to conduct exploration and mining activities including private land and areas on which native title
is yet to be determined.
Planned exploration or potential future mining activities will require the Company to enter into
conduct and compensation agreements with various land holders to ensure the requirements of the
Mineral Resources Act 1989(QLD) and the_Mineral and Energy Resources (Common Provisions) Act_
2014(QLD) are satisfed and to avoid any disputes arising.
Entry into these agreements is not guaranteed and may delay or prevent the undertaking of
activities, including any exploration activities and the development of future mines, and may restrict
the areas within which the Company can explore for mineral development.
Please refer to the Solicitor’s Report on Tenements in Annexure B for further information.

Native Title and Aboriginal
Heritage

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.
Searches indicate that several of the Tenements comprising the Projects are within the external
boundaries of native title claims.
Public searches indicate that EPM 25935, EPM 25788, EPM 25786, EPM 27726 and EPM 25785
are either granted with, or the application has been made subject to, the 'Native Title Protection
Conditions' (NTPCs) attached as conditions of grant. The NTPC’s contain specifc requirements
around notifcation of exploration activities and timeframes for responses by the Native Title parties.
In addition, Indigenous Land Use Agreements (ILUA) are registered against EPM 25935 and EPM
27726. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against,
the Company.
The Directors will closely monitor the potential effect of native title claims or Aboriginal heritage
matters involving Tenements in which the Company has or may have an interest.
Please refer to the Solicitor’s Report on Tenements in Annexure B for further information.

RISK FACTORS

7.3 INDUSTRY SPECIFIC RISKS

RISK CATEGORY	RISK
Exploration Costs	The exploration costs of the Company as summarised in Section 5 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to signifcant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact the Company’s viability.
Resources, Reserves and Exploration Targets	The Company has identifed a number of Exploration Targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. However, insuffcient data exists to provide certainty over the extent of the mineralisation. Whilst the Company intends to undertake additional exploratory work with the aim of defning additional resources, no assurances can be given that additional exploration will result in the determination of an additional resource on any of the exploration targets identifed. Even if further resources are identifed no assurance can be provided that this can be economically extracted. Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter signifcantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate.
Grant of Future Authorisations to Explore and Mine	If the Company discovers an economically viable mineral deposit that it intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and fnancial performance may be materially adversely affected.
Mine Development	Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational diffculties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. If the Company commences production on one of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of the Projects. The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests.
Environmental	The operations and proposed activities of 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 mine 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. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay, or cease production, or increase production costs. Events, such as unpredictable rainfall or bushfres, may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Signifcant liabilities could be imposed on the Company for damages, clean-up costs or

QMINES LIMITED PROSPECTUS 50

RISK CATEGORY	RISK
	penalties in the event of certain discharges into the environment, environmental damage caused by previous operations, or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programs or mining activities. The Company is aware that due to the historical production and processing of ore at the Mt Chalmers Project, some environmental impact may have occurred, including acid mine drainage. The Company intends to implement an environmental management plan for the Project in consultation with appropriate independent parties and authorities.
Regulatory Compliance	The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including departmental approvals, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species, and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities. While the Company believes that it is in substantial compliance with all material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements, or in the terms of existing permits and agreements applicable to the Company or its properties, which could have a material adverse impact on the Company’s current operations or planned development projects. Obtaining necessary permits can be a time-consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations, could materially delay or restrict the Company from proceeding with the development of a project, or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fnes, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Projects.
COVID-19 Risk	The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. These may include the closure of the Queensland border which may affect or delay the planned activities of the Company.

7.4 GENERAL RISKS

RISK CATEGORY RISK Additional Requirements for The Company’s capital requirements depend on numerous factors. The Company may require further Capital financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be. There is no guarantee that the Company will be able to secure any additional funding, or be able to secure funding on terms favourable to the Company.

RISK FACTORS

RISK CATEGORY	RISK
Reliance on Key Personnel	The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. The Company may not be able to replace its senior management or key personnel with persons of equivalent expertise and experience within a reasonable period of time, or at all, and the Company may incur additional expenses to recruit, train and retain personnel. Loss of such personnel may also have an adverse effect on the performance of the Company.
Economic	General economic conditions, introduction of tax reform, new legislation, movements in interest and infation rates and currency exchange rates may have an adverse effect on the Company’s exploration and development activities, as well as on its ability to fund those activities.
Competition Risk	The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no infuence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and fnancial performance of the Company’s projects and business.
Currently No Market	There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offer. The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the issue price of Shares offered under this Prospectus and could be subject to fuctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

Market Conditions Share market conditions may affect the value of the Company’s Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

general economic outlook;
introduction of tax reform or other new legislation;
interest rates and inflation rates;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and, in particular, securities of exploration companies, experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of Shares regardless of the Company’s performance.

QMINES LIMITED PROSPECTUS 52

RISK CATEGORY	RISK
	Further, after the end of the relevant escrow periods affecting Shares in the Company, a signifcant sale of then tradeable Shares (or the market perception that such a sale might occur) could have an adverse effect on the Company’s Share price. Please refer to Section 5.9 for further details on the Shares likely to be classifed by the ASX as restricted securities.
Commodity Price Volatility and Exchange Rate Risks	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fuctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fuctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fuctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.
Government Policy Changes	Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Queensland may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.
Insurance	The Company intends to insure its operation in accordance with industry practice. However, 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, fnancial condition and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and, where available, the costs can be prohibitive.
Force Majeure	The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fres, foods, explosions or other catastrophes, epidemics or quarantine restrictions.
Taxation	The acquisition and disposal of Shares will have tax consequences which will differ depending on the individual fnancial affairs of each investor. All potential investors in the Company are urged to obtain independent fnancial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its offcers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.
Litigation Risks	The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute, if proven, may impact adversely on the Company’s operations, reputation, fnancial performance and fnancial position. The Company is not currently engaged in any litigation.

53 RISK FACTORS

7.5 INVESTMENT SPECULATIVE

The risk factors described above, and other risks factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares.

Prospective investors should consider that an investment in the Company is highly speculative.

There is no guarantee that the Shares offered under this Prospectus will provide a return on capital, payment of dividends or increases in the market value of those Shares.

Before deciding whether to subscribe for Shares under this Prospectus you should read this Prospectus in its entirety and consider all factors, taking into account your objectives, financial situation and needs and consult your own professional advisors.

QMINES LIMITED PROSPECTUS 54

BOARD, MANAGEMENT AND CORPORATE 08 GOVERNANCE

8.1 DIRECTORS

The Board of the Company consists of:

(a) ANDREW SPARKE (B.BUS (MARKETING), M.FIN, GAICD) – EXECUTIVE CHAIRMAN

Mr Sparke has over 15 years’ experience that includes fund management, corporate advisor and broker to a number of ASX listed resources companies. He has significant experience serving in Chairman, Executive Director and Non-Executive Director roles and has been involved in several successful corporate transactions including numerous capital raisings, IPOs, back door listings and M&A transactions.

Between January 2014 and December 2018, Mr Sparke was a director of Lanstead Investors Pty Ltd, a UK based investment fund. Under his guidance, the fund invested into a number of ASX listed resource companies.

Mr Sparke is focused on identifying undervalued resource stocks, refining their strategy and focusing management on key value drivers. Mr Sparke is Managing Director of Olive Capital Pty Ltd, a resource focused capital markets advisory firm.

Mr Sparke was formerly a director of Alt Resources Ltd (ASX:ARS) (now de-listed) and non-executive chairman of Torian Resources Ltd (ASX:TNR). He is also a non-executive director of Tillegrah Limited.

Mr Sparke is a graduate member of the Australian Institute of Company Directors ( AICD ) and holds a Bachelor of Business (Marketing) and a Masters (Finance).

The Board considers that Mr Sparke is not an independent Director.

(b) DANIEL LANSKEY (GRAD. CERT. ENTREPRENEURSHIP AND VENTURE CAPITAL) – MANAGING DIRECTOR

Mr Lanskey has over 20 years’ experience in senior management/director roles in the resources, oil and gas and cannabis industries. He was a founder and the managing director of Austex Oil Limited (ASX:AOK) from 2006 to 2015. During this time Mr Lanskey grew the annual revenue from a start-up to $US30 million per annum.

Mr Lanskey is currently a non-executive director of Macarthur Minerals Limited (ASX:MIO, TSXV:MMS), Timeless Capital Corp (TSXV:TLC) and Tillegrah Limited. He was a former Director of Raya Group Limited (ASX:RYG), Pryme Energy Limited (ASX:PYM) and Needle Capital Corp (TSXV:NEDL).

Mr Lanskey holds a Graduate Certificate in Entrepreneurship and Venture Development from Griffith University in Queensland. He is also a member of the AICD.

The Board considers that Mr Lanskey is not an independent Director.

(c) ELISSA HANSEN (B.COM, GRAD. DIP. APPLIED CORPORATE GOVERNANCE, GAICD, FGIA, FCG (CS)) – NON-EXECUTIVE DIRECTOR AND COMPANY SECRETARY

Ms Hansen is a chartered secretary with over 20 years’ experience as a company secretary and corporate governance professional.

She has worked with boards and management on a range of ASX listed companies including assisting a number of organisations through the IPO process and is experienced in the specific requirements of companies in industries including resources, information technology, industrials and biotechnology.

Ms Hansen is currently a director of Zoono Group Limited (ASX:ZNO) and was previously a director of Torian Resources Limited (ASX:TNR).

Ms Hansen is a Fellow of the Governance Institute of Australia and Graduate Member of AICD. She holds a Bachelor of Commerce and a Graduate Diploma in Applied Corporate Governance.

The Board considers that Ms Hansen is an independent Director.

8.2 KEY MANAGEMENT

The Company’s current key management are:

(a) JAMES ANDERSON – GENERAL MANAGER, OPERATIONS

Mr Anderson is the Company’s General Manager, Operations.

Mr Anderson has corporate operational, logistics, supply chain management experience, having moved into the minerals exploration industry in 2011.

He was a co-founder of Alt Resources Limited (ASX:ARS) (now de-listed), which was recently acquired under an all-cash takeover bid by a private equity group. Mr Anderson was formerly the CEO at SMP International and Australia, Managing Director of Aloha and General Manager of Sunseeker International. Mr Anderson is a substantial shareholder in the Company.

QMINES LIMITED PROSPECTUS

(b) HAMISH GRANT – EXPLORATION GEOLOGIST

Mr Grant has eight years’ experience as an exploration geologist in Australia and overseas in both greenfield and brownfield exploration and resource definition. Mr Grant has spent the majority of his career working on orogenic gold, intrusive related gold and porphyry copper projects. He has most recently worked with Alt Resources Ltd (ASX:ARS) (now de-listed) as a project manager and played a major role in defining the maiden resource at the Mt Ida Project. Mr Grant holds a Bachelor of Science (Geology) from the Otago University in New Zealand.

As the Company develops the Board will look to appoint additional employees and/or consultants as appropriate to ensure proper management of the Company’s business plan and assets.

8.3 DISCLOSURE OF INTERESTS

REMUNERATION

Given that the Company was incorporated on 4 August 2020, the Directors did not receive any remuneration for the financial year ended 30 June 2020.

Directors remuneration for the current financial year is set out in the table below:

DIRECTOR	REMUNERATION FOR THE YEAR ENDED 30 JUNE 2020	REMUNERATION FOR THE YEAR ENDING 30 JUNE 2021
Andrew Sparke	$Nil	$180,000
Daniel Lanskey	$Nil	$157,500
Elissa Hansen	$Nil	$75,000¹

NOTES:

Includes payment for Director fees and company secretarial fees.

INTERESTS IN SECURITIES

As at the date of this Prospectus

As at the date of this Prospectus, the Directors have relevant interests in Securities as follows:

DIRECTOR	SHARES	OPTIONS	PERCENTAGE (%)
Andrew Sparke¹	24,200,000	Nil	33.59%
Daniel Lanskey²	5,306,625	Nil	7.37%
Elissa Hansen³	1,500,000	Nil	2.08%

Post-completion of the Offer – Minimum Subscription (assuming no Director participates in the Offer)

DIRECTOR	SHARES	OPTIONS	PERCENTAGE (%)
Andrew Sparke¹	24,200,000	Nil	22.97%
Daniel Lanskey²	5,306,625	Nil	5.04%
Elissa Hansen³	1,500,000	Nil	1.42%

BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

Post-completion of the Offer – Maximum Subscription (assuming no Director participates in the Offer)

DIRECTOR	SHARES	OPTIONS	PERCENTAGE (%)
Andrew Sparke¹	24,200,000	Nil	17.45%
Daniel Lanskey²	5,306,625	Nil	3.83%
Elissa Hansen³	1,500,000	Nil	1.08%

NOTES:

Andrew Sparke is the beneficial holder of 24,200,000 Shares held by Turkey Investments Pty Ltd (ACN 610 764 237) as trustee for The Turkey Family Trust.
Daniel Lanskey holds a relevant interest (indirectly) in:

(a) 5,000,000 Shares, held by DK Round Investments Pty Ltd (ACN 643 951 571); and

(b) 306,625 Shares, held by Etranz.com Pty Ltd (ACN 087 958 307).

Elissa Hansen holds a relevant interest (indirectly) in 1,500,000 Shares held by Market Capital Group Pty Ltd (ACN 099 259 702).

The Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors is $300,000 per annum although this amount may be varied by ordinary resolution of Shareholders in a general meeting.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

8.4 AGREEMENTS WITH DIRECTORS AND RELATED PARTIES

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and

(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

The agreements between the Company and related parties are summarised in Section 9.6.

8.5 CORPORATE GOVERNANCE

(a) 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 these 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 Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council ( Recommendations ).

In light of the Company’s size and nature, the Board considers that the current leadership structure is cost effective and appropriate for managing the Company at this point in time. 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 structures will be reviewed.

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

(b) BOARD OF DIRECTORS

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. The goals of the corporate governance processes are to:

(i) maintain and increase Shareholder value;
(ii) ensure a prudential and ethical basis for the Company’s conduct and activities consistent with the Company’s stated values; and
(iii) ensure compliance with the Company’s legal and regulatory objectives.

QMINES LIMITED PROSPECTUS

Consistent with these goals, the Board assumes the following responsibilities:

(i) leading and setting the strategic direction, values and objectives of the Company; (ii) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;
(iii) overseeing the implementation of the Company’s strategic objectives, values, code of conduct and performance generally;
approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
(iv)
(v) overseeing the integrity of the Company’s accounting and corporate reporting systems, including any external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);
(vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;
(vii) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
(viii) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
(ix) approving the Company’s remuneration framework.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in Board discussions on a fully informed basis.

(c) COMPOSITION OF THE BOARD

Election of Board members is substantially the province of the Shareholders in general meeting, subject to the following:

(i) membership of the Board will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
(ii) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent Shareholders and fulfil the business objectives and values of the Company as well as to deal with new and emerging business and governance issues.

The Board currently consists of three directors (one non-executive Director and two executive Directors) of whom Elissa Hansen is considered independent. The Board considers the current balance of skills and expertise to be appropriate for the Company given its planned level of activity.

The Company is committed to workplace diversity. The Company is committed to inclusion at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience.

To assist in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board intends to maintain a "Board skills matrix" to ensure that the Board has the skills to discharge its obligations effectively and to add value.

The Board undertakes appropriate checks before appointing a person as a Director or putting forward to Shareholders a candidate for election as a Director or senior executive.

The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a Director.

The Company shall develop and implement a formal induction program for Directors, which is tailored to their existing skills, knowledge and experience. The purpose of this program is to allow new directors to participate fully and actively in Board decision-making at the earliest opportunity, and to enable new directors to gain an understanding of the Company’s policies and procedures.

The Board maintains oversight and responsibility for the Company’s continual monitoring of its diversity practices. The Company’s diversity policy provides a framework for the Company to achieve enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent.

(d) IDENTIFICATION AND MANAGEMENT OF RISK

The Board’s collective experience will enable accurate 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.

(e) ETHICAL STANDARDS

The Board is committed to the establishment and maintenance of appropriate ethical standards and to conducting all of the Company’s business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. In particular, the Company and the Board are committed to preventing any form of bribery or corruption and to upholding all laws relevant to these issues as set out in the Company’s Anti-Bribery and Anti-Corruption Policy. In addition, the Company encourages reporting of actual and suspected violations of the Company’s Code of Conduct or other instances of illegal, unethical or improper conduct. The Company and the Board provide effective protection from victimisation or dismissal to those reporting such conduct as set out in its Whistleblower Protection Policy.

59 BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

(f) 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.

(g) REMUNERATION ARRANGEMENTS

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

In accordance with the Constitution, the total maximum remuneration of non-executive Directors is initially set by the Board and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

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

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having regard to the amount considered to be commensurate for a company of its 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.

(h)

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 Managing Director). The policy generally provides that written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

(i) EXTERNAL AUDIT

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

(j) AUDIT COMMITTEE

The Company has an audit committee that carries out the duties assigned to it under the written terms of reference for that committee, including but not limited to:

(i) monitoring and reviewing any matters of significance affecting financial reporting and compliance;

(ii) verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor;

(iii) monitoring and reviewing the Company’s internal audit, financial control system and risk management systems; and

(iv) management of the Company’s relationships with external auditors.

(k) DIVERSITY POLICY

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

(l) DEPARTURES FROM RECOMMENDATIONS

Under the ASX Listing Rules, the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.

The Company’s compliance and any departures from the Recommendations will also be announced prior to admission to the Official List.

QMINES LIMITED PROSPECTUS 60

MATERIAL CONTRACTS 09

Set out below is a summary of certain contracts to which the Company is a party and which the Directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read accordingly.

9.1 OFFER MANAGEMENT AGREEMENT

The Company has entered into an offer management agreement ( Offer Management Agreement ) with the Lead Manager, the material terms and conditions of which are summarised below:

The Company has entered into an offer managemen of which are summarised below:	t agreement (Offer Management Agreement) with the Lead Manager, the material terms and conditions
APPOINTMENT	The Company has appointed the Lead Manager on an exclusive basis to act as arranger and bookrunner in relation to the Offer.
CONDITIONS PRECEDENT	The obligations of the Lead Manager under the Offer Management Agreement are conditional on: (a) due diligence investigations in relation to the Company being completed to the satisfaction of the Lead Manage prior to lodgement of the Prospectus; and (b) the provision of a copy of the fnal due diligence report to the Lead Manager; (c) all material contracts having been duly executed to the satisfaction of the Lead Manager; (d) there being no withdrawal, withholding or modifcation of any regulatory approvals prior to 10:00am on the date of settlement of the Offer; (e) no material contract being void or voidable, nor having been breached, rescinded or terminated, nor having been amended without the prior written consent of the Lead Manager; (f) ASX indicating in writing that it will grant ASX approval for admission of the Company to the Offcial List; (g) the Lead Manager receiving a confrmation certifcate from the Company (in the prescribed form set out in the Offer Management Agreement); (h) the Company receiving valid applications for Shares for at least the Minimum Subscription; and (i) the grant of any necessary ASX waivers or ASIC modifcations required such that the Offer may be conducted in accordance with the Offer timetable.
ALLOCATION	The Lead Manager will manage the allocation of the Shares jointly with the Company in accordance with the following order: (a) frstly, to cornerstone investors under the Offer; (b) secondly, to Broker Firm Offer participants; (c) thirdly, to Chairman’s List Offer participants; and (d) lastly, to participants under the General Offer.
FEES	In consideration for the services provided under the Offer Management Agreement, the Company has agreed to pay the Lead Manager (exclusive of GST): (a) a capital raising fee of 6% of the total funds raised under the Offer; (b) a corporate advisory fee of $200,000; and (c) 2,500,000 Options at an exercise price of $0.375 per Share and exercisable 3 years from the Company’s admission to the Offcial List. The Company will also reimburse the Lead Manager for its reasonably incurred expenses.
INDEMNITY	The Company has agreed to indemnify the Lead Manager (and its affliates, related bodies corporate, directors, offcers employees, agents and advisers) (Indemnifed Parties) against any claims or liabilities that the Indemnifed Parties may incur in relation to the Offer, the Prospectus or the Offer Management Agreement, except if such liabilities result from the fraud, wilful misconduct or gross negligence of the Lead Manager.
RIGHT OF FIRST REFUSAL	The Company has granted the Lead Manager a frst right of refusal to act as lead manager, fnancial advisor, capital markets adviser, placement agent or arranger on any equity raising conducted by

QMINES LIMITED PROSPECTUS 62

QMines within 12 months after the date of the Company’s admission to the Official List, on the condition that any subsequent agreement to act is on standard market terms and conditions.

MORATORIUM

Within 180 days of the Company being admitted to the Official List, the Company will not issue or agree to issue any new Securities or equity in the Company, without the prior written consent of the Lead Manager (such consent not to be unreasonably withheld or delayed).

The Lead Manager may terminate its appointment under the Offer Management Agreement if any of the following events occur:

(a) Adverse Change : If, in the reasonable opinion of the Lead Manager, an event that has had or could be expected to have, individually or in aggregate with a separate event, a material adverse change or effect on or which indicates that there has been a material adverse effect on:
(i) the general affairs, business, reputation, operations, assets, liabilities, financial position or performance, profits, losses, prospects, earnings position, shareholder’s equity, or results of operations of the Company or its subsidiaries; or
(ii) any of the following:
(A) the Offer (including the marketing, promotion, success, acceptance or settlement of the Offer) or completion of the Offer (without limitation, having regard to the likely effect of the relevant event(s) on a decision of a reasonable investor to invest in the Shares as if that decision to invest were made after the occurrence of the event(s) and not by considering the number and extent of applications received before the occurrence of the event(s)); or
(B) the willingness of investors to pay the Offer price for Shares; or
(iii) leads or is reasonably likely to lead to a:
(A) liability for the Lead Manager; or
(B) contravention by the Lead Manager of the Corporations Act or any other applicable law or regulation;

TERMINATION EVENTS

(b) Withdrawal : The Company withdraws the Prospectus, any supplementary prospectus, the Offer, or any part of the Offer, or indicates that it intends to do any of those things;
(c) No Confirmation Certificate : The Company does not provide confirmation certificates in the manner required by the Offer Management Agreement or a statement in a confirmation certificate is untrue in any material respect, incorrect or misleading or deceptive;
(d) Minimum Subscription : The Minimum Subscription condition referred to in Section 4.3 is not satisfied by 5:00 pm (Sydney time) on the Closing Date;
(e) Listing : ASX makes an official statement to any person, or indicates to the Company or the Lead Manager that the Company will not be admitted to the Official List or the Shares will not be granted quotation (or where approval is granted, it is subsequently withdrawn, qualified or withheld);
(f) Prospectus : Where:
(i) there is a material omission from the Prospectus or any other disclosure document of information required by the Corporations Act or any other applicable law or requirement;
(i) the Prospectus or any other disclosure document contains a misleading or deceptive statement;
(ii) a statement in the Prospectus or any other disclosure document becomes misleading or deceptive;
(iii) a matter referred to in section 1014A of the Corporations Act occurs in respect of the Prospectus; or
(iv) a disclosure document does not comply with an applicable law or the ASX Listing Rules;
(g) Investigation : Any person makes an application for an order under Part 9.5 of the Corporations Act, or to any governmental agency, in relation to a disclosure document or the Offer, or ASIC commences or gives notice of an intention to hold, any investigation, proceedings or hearing in relation to the Offer or a disclosure document or any governmental

MATERIAL CONTRACTS

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agency commences or gives notice of an intention to hold, any Inquiry (as defined in the Offer Management Agreement);

(h) Corporations Act : Where:
ASIC applies for an order under section 1324B of the Corporations Act in relation to the Prospectus or the Offer and the application is not dismissed or withdrawn before the Closing Date;
(ii) ASIC gives notice of intention to hold a hearing in relation to the Prospectus or the Offer, or makes an interim order or any other order under section 1020E of the Corporations Act in relation to the Prospectus or any supplementary prospectus or the Offer; or
(iii) an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Prospectus or any supplementary prospectus or the Offer or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Prospectus or any supplementary prospectus or the Offer;
(i) Insolvency : An Insolvency Event (as defined in the Offer Management Agreement) occurs or there is an act or omission which is likely to result in an Insolvency Event occurring with respect to the Company;
(j) Repayment of Application Monies : Any circumstance arising after lodgement of the Prospectus that results in the Company being required, by ASIC or under any applicable law, to either:
repay the funds received from applicants for Shares under the Offer; or
(ii) give applicants under the Offer an opportunity to withdraw their applications for Shares and be repaid their application monies;
(k) Consent : Any person (other than the Lead Manager) whose consent to the issue of this Prospectus is required by the Corporations Act who has previously consented to the issue of the Prospectus withdraws such consent or any person otherwise named in the Prospectus with their consent (other than the Lead Manager) withdraws such consent;
(l) Supplementary Prospectus : The Company lodges a Supplementary Prospectus in a form that has not been approved by the Lead Manager;
(m) Director : A director of the Company:
is charged with an indictable offence or any regulatory body commences any public action against the director or responsible manager in his or her capacity as a director of the Company or announces that it intends to take any such action;
(ii) is disqualified from managing a corporation under sections 206B, 206C, 206D, 206E, 206F or 206G of the Corporations Act or under any law of any jurisdiction; or
(iii) otherwise engages in any fraudulent conduct or activity;
(n) Prosecution : A member of the executive team of the Company (as referred to in this Prospectus or otherwise) is charged with an indictable offence;
(o) Market Change : On the last day of any Reference Period (as defined in the Offer Management Agreement) ending on or before the settlement date of the Offer, the S&P ASX All Ordinaries Index closes 10% or more below that index’s closing level at the beginning of the Reference Period;
(p) No Issue : The Company is or becomes unable, for any reason, to issue or allot Shares within the time required by the prescribed Offer timetable, any disclosure documents, the ASX Listing Rules, the ASX Settlement Operating Rules or by any other applicable laws, or an order of a court of competent jurisdiction or a government agency;
(q) Illegality : There is an event or occurrence, including any statute, order, rule or regulation, official directive or request (including on compliance with which is in accordance with the general practice of persons to whom the directive or request is addressed) of any governmental agency which makes it illegal for the Lead Manager to satisfy an obligation under the Offer Management Agreement, or to market, promote or settle the Offer in accordance with the Offer Management Agreement;

QMINES LIMITED PROSPECTUS 64

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(r) Misleading or Deceptive Conduct : Any civil or criminal proceedings are brought against the Company or any officer of the Company in relation to any fraudulent, misleading or deceptive conduct relating to the Company, the Company (in its personal capacity) whether or not in connection with the Offer except for any claim where at the time the claim is made, it is immediately apparent, in the reasonable opinion of the Lead Manager, that, on the face of the claim, it has no prospect of success, is vexatious or without merit.
(s) Timetable : The Offer is not conducted in accordance with the timetable (as stipulated in the Offer Management Agreement) or any event specified in the timetable is delayed for more than two Business Days without the prior written consent of the Lead Manager;
(t) Material Contract : If:
a Material Contract (being any contract as summarised in this Prospectus) is terminated;
(ii) an event occurs which entitles a party to terminate a Material Contract;
(iii) there is a material breach of a Material Contract including a failure to satisfy a condition precedent to performance of a Material Contract;
(iv) a condition precedent to performance a Material Contract becomes incapable of being satisfied; or a Material Contract is amended without the Lead Manager’s prior written consent;
(u) Moratorium : A general moratorium on commercial banking activities in Australia, New Zealand, the United States, the United Kingdom, Hong Kong or any Member State of the European Union is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries;
(v) Market Disruption : Trading in all securities quoted or listed on ASX is suspended or limited in a material respect;
(w) Default : The Company is in default of any of the material terms or conditions of the Offer Management Agreement or breaches any representation, warranty, undertaking or covenant given or made by it under the Offer Management Agreement (including any conditions precedent).
(x) Charge : The Company charges or agrees to charge, the whole, or a substantial part of the assets of the Company.
(y) Representations : Any representation or warranty given by the Company in this agreement becomes false, misleading or incorrect.
(z) Prescribed Occurrence : Except as contemplated by the Prospectus, a prescribed occurrence, as defined in section 652C of the Corporations Act, occurs in respect of the Company;
(aa) Hostilities : There is an outbreak of hostilities (whether or not war or a national emergency has been declared) not presently existing, or an escalation in existing hostilities occurs, or a major act of terrorism occurs in or involving any one or more of, Australia, New Zealand, the United Kingdom, the United States of America or involving any diplomatic, military, commercial or political establishment of any of those countries;
(bb) Due Diligence Disclosures : A due diligence report or verification material or any other information supplied by or on behalf of the Company or the Lead Manager in relation to the Company or the Offer is or becomes false or misleading or deceptive or likely to mislead or deceive, including by way of omission; or
(cc) Regulatory Approvals : If a regulatory body withdraws, revokes or amends any regulatory approvals required by the Company, including in respect of the Offer Management Agreement or the Offer.

The Offer Management Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.2 ACQUISITION AGREEMENT

On 1 September 2020, the Company entered into a share purchase agreement with Traprock Mining ( Traprock Acquisition Agreement ), the material terms and conditions of which are summarised below:

MATERIAL CONTRACTS

QMines has purchased 100% of the issued shares in Traprock Resources from Traprock Mining. SHARE PURCHASE In acquiring the issued shares in Traprock Resources, QMines has acquired Traprock Resources’ wholly owned subsidiary, Dynasty Gold.

In consideration for the acquisition, the Company has issued to Traprock Mining $3,000,000 in CONSIDERATION Shares at a deemed issue price of $0.30 per Share. Traprock Resources is the 100% owner of the following tenements in Queensland: (a) EPM 25785; (b) EPM 25786; (c) EPM 25788; and TENEMENTS (d) EPM 27281. Dynasty Gold is the 100% owner of the following tenements in Queensland: (a) EPM 25935; and (b) EPM 26178.

The Traprock Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.3 ROCKY COPPER ACQUISITION AGREEMENT

On 19 December 2020, the Company entered into a share purchase agreement with Orefox Exploration ( Rocky Copper Acquisition Agreement ), the material terms and conditions of which are summarised below:

SHARE PURCHASE QMines has purchased 100% of the issued shares in Rocky Copper from Orefox Exploration. In consideration for the acquisition, the Company has issued to Orefox Exploration (or its nominee/s) CONSIDERATION $50,000 in Shares at a deemed issue price of $0.30 per Share. Rocky Copper is the 100% owner of the following tenements / tenement applications in Queensland: TENEMENTS (a) EPM 27697 (application); and (b) EPM 27428.

The Rocky Copper Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.4 LAND ACQUISITION

Under a contract for the sale of houses and residential land dated 28 January 2021 between RLG Holdings (a wholly owned subsidiary of the Company) and two private sellers ( Vendors ), both of whom are unrelated parties of the Company ( Land Acquisition Agreement ), RLG Holdings agreed to acquire the property at 213 Cawarral Road, Tungamull QLD 4702 ( Property ) from the Vendors. The purchase price for the Property is $430,000 ( Purchase Price ).

Under the Land Acquisition Agreement, RLG Holdings paid a deposit of $43,000 on 29 January 2021. The balance of the Purchase Price is payable upon settlement, which is scheduled for 30 April 2021.

The Land Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature.

QMINES LIMITED PROSPECTUS

9.5 DRILLING CONTRACT

On 15 February 2021, the Company entered into a drill works contract with DDH1 Drilling Pty Ltd (ACN 154 493 008) ( DDH1 ) ( Drilling Contract ). Under the Drilling Contract, DDH1 agreed to provide drilling services on an 'as required' basis for a period ending 8 February 2022. The Company may terminate the Drilling Contract by providing 30 days prior notice to DDH1.

The Drilling Contract otherwise contains provisions considered standard for an agreement of its nature.

9.6 AGREEMENTS WITH DIRECTORS

9.6.1 ANDREW SPARKE – EXECUTIVE CHAIRMAN

REMUNERATION $180,000 per annum. TERM 3 years from listing. Without notice: Major criminal offence which brings the Company or any of its Related Bodies Corporate into lasting disrepute. TERMINATION BY COMPANY On 3 months’ notice: For serious breach of agreement or incompetent performance. On 6 months’ notice: Without reason or if Mr Sparke is incapacitated by illness or injury for 2 months within a year or becomes of unsound mind. On 3 months’ notice: For any reason. TERMINATION BY MR SPARKE At any time: For a persistent breach of agreement or in the event of a change of control of the Company.

The executive services agreement with Mr Sparke otherwise contains provisions considered standard for an agreement of its nature.

9.6.2 DANIEL LANSKEY – MANAGING DIRECTOR

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REMUNERATION $180,000 per annum
TERM 3 years from listing.
Without notice: Major criminal offence which brings the Company or any of its Related Bodies
Corporate into lasting disrepute.
TERMINATION BY COMPANY
On 3 months’ notice: For serious breach of agreement or incompetent performance.
On 6 months’ notice: Without reason or if Mr Lanskey is incapacitated by illness or injury for 2
months within a year or becomes of unsound mind.
On 3 months’ notice: For any reason.
TERMINATION BY MR LANSKEY
At any time: Persistent breach of agreement or in the event of a change of control of the Company.
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MATERIAL CONTRACTS

The executive services agreement with Mr Lanskey otherwise contains provisions considered standard for an agreement of its nature.

9.6.3 NON-EXECUTIVE DIRECTOR APPOINTMENT

Elissa Hansen has entered into an appointment letter with the Company to act in the capacity of non-executive Director and Company Secretary. Ms Hansen will receive the remuneration set out in Section 8.3.

9.6.4 DEEDS OF INDEMNITY, INSURANCE AND ACCESS

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company has agreed to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

9.7 AGREEMENTS WITH SUBSTANTIAL SHAREHOLDERS

Phillip James Telford Anderson (James Anderson), through his association with 2Sausos Pty Ltd, is a substantial shareholder of the Company. Mr Anderson has been engaged by the Company to act as General Manager, Operations. The material terms of his employment are summarised below:

==> picture [501 x 258] intentionally omitted <==

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

REMUNERATION $180,000 per annum.
TERM 3 years from listing.
Without notice: Mr Anderson is convicted of any major criminal offence which brings the Company
or any of its Related Bodies Corporate into lasting disrepute.
On 1 months’ notice: Mr Anderson becomes incapacitated by illness or injury for 2 months within
TERMINATION BY COMPANY a year or becomes of unsound mind; if Mr Anderson commits any serious or persistent breach of
the agreement, which is not remedied in 14 days; or Mr Anderson becomes guilty of any gross
misconduct or refuses/neglects to comply with lawful reasonable direction by the Company.
On 3 months’ notice: Without reason.
On 3 months’ notice: For any reason.
TERMINATION BY MR ANDERSON
At any time: Persistent breach of agreement or in the event of a change of control of the Company.
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The employment agreement with Mr Anderson otherwise contains provisions considered standard for an agreement of its nature.

QMINES LIMITED PROSPECTUS 68

ADDITIONAL INFORMATION 10

10.1 LITIGATION

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

10.2 RIGHTS ATTACHING TO SHARES

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) GENERAL MEETINGS

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(b) VOTING RIGHTS

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by them, or in respect of which they are appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculating the proportion.

(c) DIVIDEND RIGHTS

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid or credited as paid is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they believe to be justified subject to the requirements of the Corporations Act. No dividend shall carry interest against the Company. The Directors may set aside, out of the profits of the Company, any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement on such terms and conditions as the Directors think fit, (a) a dividend reinvestment plan which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares and (b) a dividend election plan permitting holders of Shares to the extent that the Shares are fully paid, to have the option to elect to forego the right to share in any dividends (whether interim or otherwise) payable in respect of such Shares and to receive instead an issue of Shares credited as fully paid up to the extent as determined by the Directors.

(d) WINDING-UP

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as they consider fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) SHAREHOLDER LIABILITY

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

QMINES LIMITED PROSPECTUS

(f) TRANSFER OF SHARES

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) VARIATION OF RIGHTS

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) ALTERATION OF CONSTITUTION

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

10.3 OPTIONS

The following is a summary of the more significant rights attaching to all Options.

(a) ENTITLEMENT

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) EXERCISE PRICE

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.375 ( Exercise Price ).

(c) EXPIRY DATE

Each Option will expire at 5:00 pm (Sydney time) on the third anniversary of its date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) EXERCISE PERIOD

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) NOTICE OF EXERCISE

Notice The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( of Exercise ) and, subject to the operation of the cashless exercise facility (referred to below), payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) EXERCISE DATE

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price (subject to the operation of the cashless exercise facility) for each Option being exercised in cleared funds ( Exercise Date ).

(g) TIMING OF ISSUE OF SHARES ON EXERCISE

Within 5 Business Days after the latter of the following:

(i) Exercise Date; and
(ii) when excluded information in respect to, the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

But in any case, not later than 20 Business Days after the Exercise Date, the Company will:

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

ADDITIONAL INFORMATION

(v) if admitted to the Official List at the time, apply for Official Quotation of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 10.3(g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) SHARES ISSUED ON EXERCISE

Shares issued on exercise of the Options rank equally with the then issued Shares.

(i) QUOTATION OF SHARES ISSUED ON EXERCISE

If admitted to the Official List at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) RECONSTRUCTION OF CAPITAL

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) PARTICIPATION IN NEW ISSUES

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) CHANGE IN EXERCISE PRICE

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) TRANSFERABILITY

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

10.4 EMPLOYEE SECURITIES INCENTIVE PLAN

The Company has adopted an Employee Securities Incentive Plan ( Plan ) to allow eligible participants to be issued securities in the Company. A summary of the terms of the Plan is set out below. The Company has not issued any Securities under the Plan as at the date of this Prospectus.

(a) ELIGIBLE PARTICIPANT

Eligible Participant means a person who is a full-time or part-time employee, a non-executive Director, a contractor or a casual employee of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

(b) PURPOSE

The purpose of the Plan is to:

(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c) PLAN ADMINISTRATION

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d) ELIGIBILITY, INVITATION AND APPLICATION

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

QMINES LIMITED PROSPECTUS

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) GRANT OF SECURITIES

The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) TERMS OF CONVERTIBLE SECURITIES

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an Option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised, a participant (being an Eligible Participant who has been granted any Securities under the Plan) ( Participant ) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) VESTING OF CONVERTIBLE SECURITIES

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/ or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(h) EXERCISE OF CONVERTIBLE SECURITIES AND CASHLESS EXERCISE

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities, pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) DELIVERY OF SHARES ON EXERCISE OF CONVERTIBLE SECURITIES

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(j) FORFEITURE OF CONVERTIBLE SECURITIES

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.

ADDITIONAL INFORMATION

(k) CHANGE OF CONTROL

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

(l) RIGHTS ATTACHING TO PLAN SHARES

All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(m) DISPOSAL RESTRICTIONS ON PLAN SHARES

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n)

ADJUSTMENT OF CONVERTIBLE SECURITIES

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(o)

PARTICIPATION IN NEW ISSUES

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(p) COMPLIANCE WITH APPLICABLE LAW

No Security may be offered, granted, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three-year period under:

(i) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000 ( Class Order ); or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme, but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:
(A) an offer to a person situated at the time of receipt of the offer outside Australia;
(B) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
(C) an offer made under a disclosure document, which would exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

shall not exceed the maximum aggregate amount as set by any applicable law.

(q) MAXIMUM NUMBER OF SECURITIES

When relying on the Class Order relief, the Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or

QMINES LIMITED PROSPECTUS

acquired, upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 5% of the total number of issued Shares at the date of the invitation.

(r)

AMENDMENT OF PLAN

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(s) PLAN DURATION

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

(t) INCOME TAX ASSESSMENT ACT

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that act).

(u) MAXIMUM NUMBER OF EQUITY SECURITIES PROPOSED TO BE ISSUED UNDER THE PLAN

For the purposes of Listing Rule 7.2 (Exception 13(a)), the maximum number of Securities proposed to be issued under the Plan is 5,268,452, being 5% of the Company’s issued Share capital (under the Minimum Subscription).

10.5 INTERESTS OF DIRECTORS

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

10.6 INTERESTS OF EXPERTS AND ADVISERS

Other than as set out below or elsewhere in this Prospectus, no:

(a) person 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;

(b) promoter of the Company; or (c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with ASIC, any interest in:

75 ADDITIONAL INFORMATION

(d) the formation or promotion of the Company;

(e) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(g) the formation or promotion of the Company; or (h) the Offer.

H & S Consultants Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Annexure A. The Company estimates it will pay H & S Consultants Pty Ltd $40,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, H & S Consultants Pty Ltd has received fees of approximately $14,685 (excluding GST) from the Company for any other services.

RSM Australia Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Limited Assurance Report which is included in Annexure C. The Company estimates it will pay RSM Australia Pty Ltd $20,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, RSM Australia Pty Ltd has not received fees from the Company for any other services.

Steinepreis Paganin has acted as the legal advisers to the Company in relation to the Offer and has prepared The Solicitor's Report on Tenements which is included in Annexure B. The Company estimates it will pay Steinepreis Paganin $175,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Steinepreis Paganin has received fees of approximately $28,740 (excluding GST) from the Company for legal services.

Shaw and Partners Limited will receive those fees and Options as set out in Section 9.1 following the successful completion of the Offer for its services as Lead Manager to the Offer. Shaw and Partners Limited will be responsible for paying all brokerage fees that Shaw and Partners Limited and the Company agree with any other financial services licensees for the allocation of Shares in connection with the Offer. During the 24 months preceding lodgement of this Prospectus with ASIC, Shaw and Partners Limited has not received fees from the Company for any other services.

10.7 CONSENTS

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Shares), the Directors, any underwriters, 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.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;

(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section; and

H & S Consultants Pty Limited has given its written consent to being named as Independent Geologist in this Prospectus and to the inclusion of the Independent Geologist’s Report in the form and context in which the report is included.

RSM Australia Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Limited Assurance Report in the form and context in which the information and report is included.

Steinepreis Paganin has given its written consent to being named as the legal advisers to the Company in relation to the Offer in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in the form and context in which the report is included.

Shaw and Partners Limited has given its written consent to being named as the Lead Manager to the Offer in this Prospectus.

RSM Australia Partners has given its written consent to being named as the Company’s auditor in this Prospectus.

Boardroom Pty Limited has given its written consent to being named as the Company’s share registry in this Prospectus.

10.8 EXPENSES OF THE OFFER

The total cash expenses of the Offer (excluding GST) are estimated to be approximately $1,177,498 under the Minimum Subscription or $1,788,476 under the Maximum Subscription and are expected to be applied towards the items set out in the table below:

QMINES LIMITED PROSPECTUS

ITEM OF EXPENDITURE	MINIMUM SUBSCRIPTION ($)	MAXIMUM SUBSCRIPTION ($)
ASIC fees	$3,206	$3,206
ASX fees	$79,292	$90,270
Lead Manager Fees¹	$800,000	$1,400,000
Legal Fees²,³	$175,000	$175,000
Independent Geologist’s Fees³	$44,000	$44,000
Investigating Accountant’s Fees³	$20,000	$20,000
Prospectus design and printing	$12,000	$12,000
Share Registry	$4,000	$4,000
Company secretarial	$20,000	$20,000
Miscellaneous	$20,000	$20,000
TOTAL4	$1,177,498	$1,788,476

NOTES:

Includes corporate advisory fees of $200,000 (excluding GST). Refer to Section 9.1 for a summary of terms of the Offer Management Agreement.
Includes fees for the preparation of the Solicitor’s Report on Tenements.
Refer to Section 10.6 for the estimated costs of engagement of experts and advisers.
Certain costs and fees have been paid or will be paid by the Company from existing cash reserves rather than funds raised under the Offer.

ADDITIONAL INFORMATION

DIRECTORS’ AUTHORISATION 11

This 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.

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Andrew Sparke Executive Chairman For and on behalf of QMines Limited

DIRECTORS' AUTHORISATION

GLOSSARY 12

Where the following terms are used in this Prospectus, they have the following meanings:

$ means an Australian dollar.

AFSL means Australian Financial Services Licence.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Broker Firm Offer has the meaning given in Section 4.2(a).

Broker Firm Offer Applicant means an applicant under the Broker Firm Offer.

Broker Firm Offer Application Form means the application form attached to or accompanying this Prospectus relating to the Broker Firm Offer.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chairman’s List Offer has the meaning given in Section 4.2(b).

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

Closing Date means the closing date of the Offer as set out in the indicative timetable under ‘Key Offer Information’ (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or QMines means QMines Limited (ACN 643 212 104).

Conditions has the meaning set out in Section 4.6.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Dynasty Gold means Dynasty Gold Pty Ltd (ACN 604 136 558).

EPM means an exploration permit for minerals, as issued by the Queensland Department of Natural Resources, Mines and Energy.

Exploration Target has the meaning given to that term in the JORC Code 2012.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.

Group means the Company and its subsidiaries, as depicted in Section 5.1.1.

H&S Consultants means H & S Consultants Pty Limited (ACN 155 972 080).

Inferred Resource has the meaning given to that term in the JORC Code 2012.

JORC Code 2012 means the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

Lead Manager means Shaw and Partners Limited (ACN 003 221 583), AFSL No. 236048.

Maximum Subscription means the maximum amount to be raised under the Offer, being $20,000,000.

Minimum Subscription means the minimum amount to be raised under the Offer, being $10,000,000.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 4.1.

Offer Management Agreement means the offer management agreement between the Company and the Lead Manager, as summarised in Section 9.1.

GLOSSARY

Official List means the official list of ASX. Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules. Option means an option to acquire a Share. Optionholder means a holder of an Option. Orefox AI means Orefox AI Limited (ACN 642 597 126). Orefox Exploration means Orefox Exploration Pty Ltd (ACN 636 974 420). Projects means the Company’s projects as detailed in Section 5.2. Prospectus means this prospectus. Recommendations has the meaning set out in Section 8.5. RC Drilling means reverse circulation drilling. RLG Holdings means RLG Holdings Pty Ltd (ACN 646 631 370). Rocky Copper means Rocky Copper Pty Ltd (ACN 636 974 859). Section means a section of this Prospectus. Security or Securities means Shares and Options. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of Shares.

Tenements means the mineral tenements including applications in which the Company has an interest as set out in Section 5.2 and further described in the Independent Geologist’s Report included in Annexure A and the Solicitor’s Report on Tenements included in Annexure B or any one of them as the context requires.

Traprock Mining means Traprock Mining Limited (ACN 614 830 821). Traprock Resources means Traprock Resources Pty Ltd (ACN 164 765 842). TSXV means the TSX Venture Exchange.

QMINES LIMITED PROSPECTUS 82

ANNEXURE A

INDEPENDENT GEOLOGIST’S REPORT

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85 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 86

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87 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 88

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89 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 90

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91 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 92

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93 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 94

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95 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 96

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97 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 98

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99 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 100

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101 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 102

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103 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 104

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105 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 106

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107 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 108

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109 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 110

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111 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 112

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113 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 114

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115 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 116

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117 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 118

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119 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 120

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121 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 122

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123 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 124

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125 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 126

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127 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 128

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129 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 130

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131 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 132

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133 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 134

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135 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 136

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137 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 138

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139 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 140

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141 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 142

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143 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 144

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145 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 146

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147 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 148

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149 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 150

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151 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 152

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153 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 154

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155 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 156

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157 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 158

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159 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 160

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161 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 162

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163 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 164

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165 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 166

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167 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 168

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169 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 170

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171 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 172

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173 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 174

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175 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 176

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177 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 178

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179 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 180

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181 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 182

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183 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 184

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185 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 186

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187 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 188

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189 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 190

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191 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 192

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193 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 194

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195 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 196

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197 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 198

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199 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 200

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201 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 202

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203 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 204

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205 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 206

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207 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 208

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209 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 210

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211 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 212

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213 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 214

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215 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 216

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217 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 218

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219 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 220

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221 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 222

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223 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 224

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225 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 226

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227 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 228

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229 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 230

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231 INDEPENDENT GEOLOGIST’S REPORT

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232

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233 INDEPENDENT GEOLOGIST’S REPORT

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QMINES LIMITED PROSPECTUS 234

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235 INDEPENDENT GEOLOGIST’S REPORT

ANNEXURE B

SOLICITOR’S REPORT ON TENEMENTS

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237 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 238

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239 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 240

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241 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 242

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243 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 244

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245 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 246

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247 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 248

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249 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS 250

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251 SOLICITOR’S REPORT ON TENEMENTS

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252

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253 SOLICITOR’S REPORT ON TENEMENTS

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QMINES LIMITED PROSPECTUS

254

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255 SOLICITOR’S REPORT ON TENEMENTS

ANNEXURE C

INDEPENDENT LIMITED ASSURANCE REPORT

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257 INDEPENDENT LIMITED ASSURANCE REPORT

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QMINES LIMITED PROSPECTUS 258

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259 INDEPENDENT LIMITED ASSURANCE REPORT

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QMINES LIMITED PROSPECTUS 260

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261 INDEPENDENT LIMITED ASSURANCE REPORT

APPLICATION FORM

QMines Limited ACN 643 212 104

OFFER APPLICATION FORM

This is an Application Form for Shares in QMines Limited ( Company ) on the terms set out in the prospectus dated 16 March 2021 ( Prospectus ). Defined terms in the Prospectus have the same meaning in this Application Form. You may apply for a minimum of 6,667 Shares. This Application Form and your payment must be received by 5.00pm (Sydney Time) on the Closing Date.

This Application Form is important. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus dated 16 March 2021 contains information relevant to a decision to invest in the Shares of the Company and you should read the entire Prospectus carefully before applying for Shares.

The Share Registry’s Privacy Policy ( Privacy Policy ) also sets out important information relating to the collection, use and disclosure of all personal information that you provide to the Company. Please ensure that you and all relevant individuals have read the Privacy Policy carefully before submitting this Application Form. The Privacy Policy can be found on the website https://boardroomlimited.com.au/corp/privacy-policy/

To meet the requirements of the Corporations Act 2001 (Cth), this Application Form must not be distributed to another person unless included in, or accompanied by the Prospectus. A person who gives another person access to this Application Form must, at the same time and by the same means, give the other person access to the Prospectus. During the Offer period the Company will send you a free paper copy of the Prospectus if you have received an electronic prospectus and you ask for a paper copy before the Offer closes on 7 April 2021.

PLEASE FOLLOW THE INSTRUCTIONS TO COMPLETE THIS APPLICATION FORM (SEE REVERSE).

A	Number of	Number of	Number of	Shares you are applying for	Shares you are applying for								B	Total Amount Payable	Total Amount Payable	Total Amount Payable	Total Amount Payable
									x $0.30 per Share =						$
	Minimum of 6,667 Shares to be applied for


C	Write the name(s) you wish to register the					Shares in (see reverse for instructions)
	Applicant #1

	Name		of Applicant #2 or

	Name		of Applicant #3 or



D	Write your			postal address here
	Number/Street



		Suburb/Town														State		Postcode




E		CHESS Participant – Holder Identifcation Number (HIN)										*Important please note*if the name and address details above in sections C and D
												do not match exactly with your registration details held at CHESS, any Shares issued
		X										as	a result of your Application			will be	held on the Issuer Sponsored subregister.


F	Enter		your	Tax File Number(s), ABN, or Exemption Category
	Applicant #1													Applicant #2

	Applicant #3



G	Cheque Payment Details– PIN CHEQUE(S) HERE. Cheque							to be made payable to “QMines Limited” and crossed						Not Negotiable. Enter cheque details below.
	Alternatively you can apply online at				www.qmines.com.au and pay by BPAY.
	Name		of drawer of cheque				Cheque no.		BSB no.		Account no.						Cheque amount A$



H		Contact Telephone Number (daytime/work/mobile)								Contact Name

	Email Address

DECLARATION

By submitting this Application Form with your Application Monies, I/we declare that I/we:

have read the Prospectus in full;
have received a copy of the electronic Prospectus or a print out of it;
have completed this Application Form in accordance with the instructions on the form and in the Prospectus;
declare that all details and statements made by me/us are complete and accurate;
agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Prospectus;
where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;
acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;
apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus);
acknowledge that my/our Application may be rejected by the Company in its absolute discretion;
• authorise the Company and their respective officers and agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated to me/us; • am/are over 18 years of age;
agree to be bound by the constitution of the Company;
acknowledge that neither the Company nor any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital;
represent, warrant and agree that I/we am/are not in the United States or a US Person and am/are not acting for the account or benefit of a US Person; and
represent, warrant and agree that I/we have not received this Prospectus outside Australia and am/are not acting on behalf of a person resident outside Australia.

GUIDE TO THE APPLICATION FORM

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

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

INSTRUCTIONS

A If applying for Shares insert the number of Shares for which you wish to subscribe at Item A (not less than 6,667 Shares representing a minimum investment of $2,000.10). Multiply by A$0.30 to calculate the total Application Monies for Shares and enter the A$amount at Item B .
C Write your full name . Initials are not acceptable for first names.
D Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
E If you are sponsored in CHESS by a stockbroker or other CHESS participant you may enter your CHESS HIN if you would like the allocation to be directed to your HIN. NB: your registration details provided must match your CHESS account exactly.
F Enter your Australian tax file number (TFN) or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN/ABN of each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of your TFN or ABN is not compulsory and will not affect your Application Form.
G Complete cheque details as requested. Make your cheque payable to “QMines Limited”. Cross it and mark it ‘Not negotiable’. Cheques must be in Australian currency, and must be drawn on a bank or financial institution in Australia. Alternatively you can apply online at www.qmines.com.au and pay by BPAY. If you apply online, you do not need to complete a paper Application Form. See below.
H Enter your contact details , including name, phone number and e-mail address, so we may contact you regarding your Application Form or Application Monies. By providing an e-mail address you are electing to receive notices of meetings, annual reports and other communications from the Company electronically to the provided e-mail address.

PAYMENT BY BPAY

You may apply for Shares online and pay your Application Monies by BPAY. Applicants wishing to pay by BPAY should complete the online Application Form accompanying the electronic version of the prospectus available at www.qmines.com.au and follow the instructions on the online Application Form. When completing your BPAY payment please ensure you use the specific Biller Code and Unique CRN provided in the online Application Form and confirmation e-mail. If you do not use the correct Biller Code and CRN your Application will not be recognised as valid. It is your responsibility to ensure payment is received by 5:00pm (Sydney Time) on the Closing Date. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. Neither Boardroom Pty Limited nor QMines Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments.

CORRECT FORM OF REGISTRABLE TITLE

Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), company or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person. Examples of the correct form of registrable title are set out below.

TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE	INCORRECT FORM OF REGISTRABLE TITLE
Individual	Mr John David Smith	J D Smith
Company	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings	Mr John David Smith & Mrs Mary Jane Smith	John David & Mary Jane Smith
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	John Smith Pty Limited	John Smith Superannuation Fund

LODGMENT

Mail or deliver your completed Application Form with your cheque(s) or bank draft attached to one of the following addresses:

Mailing address:	Delivery address:
QMines Limited	QMines Limited
C/-Boardroom Pty Limited	C/-Boardroom Pty Limited
GPO Box 3993	Level 12, 225 George Street
SYDNEY NSW 2001	SYDNEY NSW 2000

The Offer closes at 5:00 p.m. (Sydney Time) on 7 April 2021, unless varied in accordance with the Corporations Act and ASX Listing Rules. It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Boardroom Pty Limited on 1300 737 760 within Australia and +61 2 9290 9600 outside Australia.

PRIVACY STATEMENT

QMines Limited advises that Chapter 2C of the Corporations Act requires information about its shareholders (including names, addresses and details of Shares held) to be included in the Company’s share register. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding. Your personal information may be disclosed to the Company. To obtain access to your personal information or more information on how the Company collects, stores, uses and disclosures your information please contact the Company at the address or telephone number shown in the Prospectus.

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www.qmines.com.au

AI assistant

QMINES LIMITED — Capital/Financing Update 2021

65647_rns_2021-05-03_82f4694c-91f9-4e88-a933-a27aa94380c5.pdf

QMines Limited ACN 643 212 104 PROSPECTUS

Lead Manager

Legal Adviser

IMPORTANT NOTICE

IMPORTANT NOTICE

EXPOSURE PERIOD

NO OFFERING WHERE OFFERING WOULD BE ILLEGAL

ELECTRONIC PROSPECTUS

COMPANY WEBSITE

NO COOLING-OFF RIGHTS

NO INVESTMENT ADVICE

RISKS

FORWARD-LOOKING STATEMENTS

FINANCIAL FORECASTS

COMPETENT PERSONS STATEMENT

CONTINUOUS DISCLOSURE OBLIGATIONS

CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM (CHESS) AND ISSUER SPONSORSHIP

PHOTOGRAPHS AND DIAGRAMS

DEFINITIONS AND TIME

PRIVACY STATEMENT

ENQUIRIES

CORPORATE DIRECTORY

DIRECTORS

PROPOSED ASX CODE QML

LEAD MANAGER

INVESTIGATING ACCOUNTANT

AUDITOR*

REGISTERED OFFICE

Email

INDEPENDENT GEOLOGIST

Website

LEGAL ADVISER

SHARE REGISTRY*

Telephone:

TABLE OF CONTENTS

CHAIRMAN’S LETTER

Dear Investor,

INDICATIVE TIMETABLE¹

KEY DETAILS OF THE OFFER

NOTES:

4.1 THE OFFER

4.2 OFFER STRUCTURE

4.3 MINIMUM SUBSCRIPTION

4.4 OVERSUBSCRIPTIONS AND MAXIMUM SUBSCRIPTION

4.5 LEAD MANAGER

4.6 CONDITIONS OF THE OFFER

4.7 PURPOSE OF THE OFFER

4.8 APPLICATIONS

4.8.1 PUBLIC OFFER APPLICATIONS

4.8.2 BROKER FIRM OFFER APPLICATIONS

WHO CAN APPLY?

HOW TO APPLY?

PAYMENT METHODS

ALLOCATION POLICY UNDER THE BROKER FIRM OFFER

4.8.3 CHAIRMAN’S LIST OFFER APPLICATIONS

WHO CAN APPLY?

HOW TO APPLY?

ALLOCATION POLICY UNDER THE CHAIRMAN’S OFFER

4.9 ALLOCATION POLICY UNDER THE OFFER

4.10 ASX LISTING

4.11 ISSUE

4.12 INTERNATIONAL OFFER RESTRICTIONS

4.12.1 EUROPEAN UNION (GERMANY AND THE NETHERLANDS)

4.12.2 PANAMA

4.13 COMMISSIONS PAYABLE

4.14 TAXATION

4.15 WITHDRAWAL OF OFFER

COMPANY AND PROJECTS OVERVIEW 05

5.1 OVERVIEW OF THE COMPANY

5.1.1 CORPORATE STRUCTURE¹

NOTES:

5.2 OVERVIEW OF THE PROJECTS

5.2.1 MT CHALMERS PROJECT

5.2.2 EXPLORATION TARGETS AT MT CHALMERS

5.2.3 SILVERWOOD PROJECT

5.2.4 EXPLORATION TARGET AT SILVERWOOD PROJECT

5.2.5 THE WARROO PROJECT

QMINES LIMITED Capital/Financing Update 2021