REACH RESOURCES LIMITED - Capital/Financing Update 2021

CERVANTES CORPORATION LTD ACN 097 982 235

PROSPECTUS

This Prospectus contains the following offers:

(a) a pro-rata non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by those Shareholders registered at the Record Date at an issue price of $0.003 per Share, together with one (1) free attaching Option for every two (2) Shares applied for and issued, to raise up to $804,012 ( Rights Issue Offer );
(b) an offer of 750,000,000 Shares at an issue price of $0.003 per Share to raise $2,250,000, together with one (1) free attaching Option for every two (2) Shares subscribed ( Placement Offer ); and
(c) an offer of 625,000,000 Options at a price of $0.0005 per Option to raise $312,500 ( Option Placement Offer ),

(together, the Offers ).

The Placement Offer and the Option Placement Offer are subject to Shareholder approval being obtained for the Placement Offer and the Option Placement Offer which will be sought at the general meeting to be held on 17 May 2021 ( General Meeting ).

Lead Manager/Underwriter

Westar Capital Limited (ACN 009 372 838) ( Westar Capital ), an authorised representative of (AFSL 255789), to act as lead manager and underwriter to the Offers. The Offers are fully underwritten by Westar Capital Limited. Refer to Section 9.1.1 for details regarding the terms of the underwriting.

IMPORTANT NOTICE

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

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

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IMPORTANT NOTICE

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

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

Information for New Zealand Residents

The Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014.

The Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and the regulations made under that Act set out how the Offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to the Offer. If you need to make a

complaint about the Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.cervantescorp.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 or New Zealand resident and must only access this Prospectus from within Australia or New Zealand.

The Corporations Act prohibits any person passing onto another person an Application Form

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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 or a further electronic copy of this Prospectus free of charge by contacting the Company by phone on +61 8 6436 2300 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 Securities 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 Securities 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 any Securities. There are risks associated with an investment in the Company. The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of

dividends or the future value of the Securities. 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 forwardlooking 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 of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Technical Report, included at Annexure A of the Prospectus, which relate to exploration results and exploration targets is based on information compiled by Mr Phil Jones. Mr Jones 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’ (the JORC Code ). Mr Jones is a full-time employee of Phil Jones Pty Ltd. Mr Jones 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

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is 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 Securities.

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

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accessible to the widest audience.

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS is 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 Securities 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 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 Western Standard Time.

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 Securities 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 (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 Securities, 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 on +61 8 6436 2300.

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CORPORATE DIRECTORY

Current Directors

Investigating Accountant

Collin Vost[1] (Chairman, Managing Director)

Marcus Flis

Rothsay Auditing Level 1, Lincoln House 4 Ventnor Avenue West Perth WA 6005

(Non-Executive Technical Director)

Auditor

Justin Vost[2] (Non-Executive Director)

Proposed Directors

Robert Downey[3] ( Proposed Non-Executive Chairman )

Rothsay Auditing Level 1, Lincoln House 4 Ventnor Avenue West Perth WA 6005

Independent Technical Report

Matthew O’Kane[3] ( Proposed Non-Executive Director )

Phil Jones Pty Ltd 4 Buchan Place Hillarys WA 6025

Company Secretary

Lead Manager/Underwriter

Patrick O’Neill

Current and Proposed ASX Code

CVS

Westar Capital Limited AFSL 255789 Level 4, 216 St Georges Terrace Perth WA 6000

Registered Office

Shop 11, South Shore Piazza 85 The Esplanade South Perth WA 6151

Share Registry[4]

Advanced Share Registry 110 Stirling Highway Nedlands WA 6009

Telephone: + 61 8 6436 2300 Facsimile: +61 8 9367 2450

Telephone: +61 8 9389 8033 Facsimile: +61 8 6370 4203

Email: [email protected] Website: www.cervantescorp.com.au

Legal advisers

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Notes:

On completion of the Offers, Mr Collin Vost will resign as a director and employee of the Company.
On completion of the Offers, Mr Justin Vost will resign as a director of the Company and will continue in a consultancy capacity for a period of 12 months to assist with an orderly handover to the new directors.
Mr Robert Downey (Non-Executive Chairman) and Mr Matthew O’Kane (Non-Executive Director) will be appointed as directors on completion of the Offers.
This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

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1.	CHAIRMAN’S LETTER ..................................................................................................... 6
2.	KEY OFFER AND REINSTATEMENT INFORMATION ........................................................ 7
3.	INVESTMENT OVERVIEW ............................................................................................. 12
4.	DETAILS OF THE OFFERS .............................................................................................. 24
5.	COMPANY AND PROJECT OVERVIEW ....................................................................... 35
6.	FINANCIAL INFORMATION......................................................................................... 46
7.	RISK FACTORS ............................................................................................................ 51
8.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ..................................... 63
9.	MATERIAL CONTRACTS .............................................................................................. 72
10.	ADDITIONAL INFORMATION ...................................................................................... 86
11.	DIRECTORS’ AUTHORISATION .................................................................................... 95
12.	GLOSSARY .................................................................................................................. 96
ANNEXURE A – INDEPENDENT TECHNICAL REPORT ................................................................. 99
ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS ............................................................ 144
ANNEXURE C – INDEPENDENT LIMITED ASSURANCE REPORT ................................................ 184
APPLICATION FORMS ............................................................................................................. 188

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1. CHAIRMAN’S LETTER

Dear Investor

On behalf of the directors of Cervantes Corporation Ltd ( Company ), it gives me great pleasure to invite you to become a shareholder of the Company or, in the case of existing Shareholders, to increase your investment.

Whilst the Company has struggled to obtain sufficient funds over the last few years to expedite the development of its potentially prospective assets, the offer by Westar Capital Limited to underwrite the Offers now provides assurance of the funding to the Company to execute on its business plan.

The Company has detailed its intentions and methods to explore its Primrose Project in a number of reports over the last two years, but limited funding has held back its ambitions.

On completion of the Offers, the Company will be able to expedite a number of exploration programs over the project area, commencing with the drilling of the Blue Heaven prospect, with a view to bringing it to the stage of an ‘Exploration Target’.

Further funds are intended to be deployed on the Pansy Pit prospect, and additional drilling is aiming to delineate a JORC resource on the project area.

We look forward to joining with you in the success of the Company throughout 2021 and beyond.

The purpose of the Offers is otherwise to recapitalise the Company and provide funds to implement the Company’s business strategies (explained in Section 5) such that the Company’s current suspension from trading may be lifted, allowing re-quotation of the Company’s securities on ASX.

The Board and proposed directors have significant expertise and experience in the exploration and mining industry and will aim to ensure that funds raised through the Offers will be utilised in a cost-effective manner to advance the Company’s business.

This Prospectus is issued for the purpose of supporting reinstatement of the Company’s securities to official quotation on ASX. This Prospectus contains detailed information about the Company, its business and the Offers, as well as the risks of investing in the Company, and I encourage you to read it carefully. The Securities offered by this Prospectus should be considered highly speculative.

Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

Collin Vost Chairman and Managing Director Cervantes Corporation Ltd

2. KEY OFFER AND REINSTATEMENT INFORMATION

INDICATIVE TIMETABLE[1]

Lodgement of Prospectus with the ASIC

Lodgement of Prospectus and Appendix 3B with ASX

Opening Date of the Placement Offer and Option Placement Offer

Ex date (Rights Issue Offer)

Record date for determining entitlements (Rights Issue Offer)

Opening Date for the Rights Issue Offer, Prospectus sent out to Shareholders and Company announces this has been completed

Last day to extend the closing date for the Rights Issue Offer

General Meeting to approve the issue of Securities under the Placement Offer and Option Placement Offer

Closing Date of the Offers

Securities quoted on a deferred settlement basis (Rights Issue Offer)

ASX and Underwriter notified of under subscriptions (Rights Issue Offer)

Underwriter subscribes for Shortfall under terms of Underwriting/Sub-Underwriting Agreement (Rights Issue Offer)

Issue of Securities under the Offers and lodgement of an Appendix 2A with ASX applying for quotation of the Securities

Despatch of holding statements

Expected date for quotation on ASX and readmission to Official List

16 April 2021 16 April 2021 16 April 2021 21 April 2021 22 April 2021 23 April 2021

12 May 2021 17 May 2021 17 May 2021 18 May 2021 19 May 2021 20 May 2021 21 May 2021 21 May 2021 25 May 2021

1. The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are WST. The Company reserves the right to extend the Closing Date (in accordance with the ASX Listing Rules) or close the Offers early without prior notice. The Company also reserves the right not to proceed with the Offers at any time before the issue of Securities to applicants.

2. If the Offers are cancelled or withdrawn before completion of the Offers, 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 STATISTICS OF THE OFFERS

	Full Subscription ($3,366,512)1
Offer Price per Share	$0.003
Shares currently on issue	536,008,309
Options currently on issue	43,750,000
Shares to be issued under the Rights Issue Offer	268,004,155
Options to be issued under Rights Issue Offer	134,002,075
Shares to be issued under the Placement Offer2	750,000,000
Options to be issued under the Placement Offer2	375,000,000
Options to be issued under the Option Placement Offer2	625,000,000
Gross Proceeds of the Offers	$3,366,512
Shares on issue Post Re-Listing (undiluted)	1,554,012,464
Market Capitalisation Re-Listing (undiluted)3	$4,662,037
Shares on issue Post Re-Listing (fully diluted)	2,731,764,539
Market Capitalisation Post Re-Listing (fully diluted)3	$8,195,294

Notes:

Assuming the full subscription of $3,366,512 is achieved under the Offers.
The issue of these Securities is subject to Shareholder approval at the General Meeting. Refer below for further details.
Assuming a Share price of $0.003, however the Company notes that the Shares may trade above or below this price.

BACKGROUND TO THE OFFERS

The Company’s Shares have been suspended from trading on ASX since 30 May 2019 ( Suspension ) on the basis that ASX had determined that the Company’s financial condition was not adequate to warrant the continued quotation of its securities. The Suspension was stated to continue until the Company is able to demonstrate compliance with Listing Rule 12.2.

The Company has been liaising with ASX and has presented a recapitalisation strategy to ASX for the purposes of strengthening its balance sheet so that its financial condition is adequate for the purposes of ASX Listing Rule 12.2. Details of the proposal are set out below. ASX has confirmed that, if the recapitalisation strategy is implemented and subject to satisfaction of the reinstatement conditions set out below, it considers that the Company’s financial condition will be sufficient to warrant the lifting of the Suspension.

The Company is proposing to raise a total of $3,366,512 ( Recapitalisation Strategy ) as follows:

(a) $2,250,000 through a placement of 750,000,000 Shares ( Placement Shares ) at an issue price of $0.003, together with one (1) free-attaching listed Option for every two (2) Shares issued ( Placement Options ), subject to Shareholder approval ( Placement );

(b) $312,500 through a placement of 625,000,000 listed Options ( Further Placement Options ) at an issue price of $0.0005 per Option, subject to Shareholder approval ( Option Placement ); and
(c) $804,012 through a non-renounceable rights issue of approximately 268,004,155 Shares ( Rights Issue Shares ) to eligible Shareholders on the basis of one (1) Share for every two (2) Shares held at an issue price of $0.003, together with one (1) free-attaching listed Option for every two (2) Shares issued ( Rights Issue Options ) ( Rights Issue ),

(together the Offers ).

GENERAL MEETING

A general meeting of Shareholders is to be held on 17 May 2021 ( General Meeting ) to approve the issue of the following Securities:

(a) up to 750,000,000 Placement Shares and 375,000,000 Placement Options under the Placement;
(b) up to 625,000,000 Further Placement Options under the Option Placement; and
(c) an aggregate of up to 105,000,000 Options to Directors Collin Vost, Justin Vost and Marcus Flis who intend to participate in the Option Placement.

REINSTATEMENT CONDITIONS

ASX has confirmed that the securities of the Company will be reinstated to official quotation, subject to compliance with the following conditions precedent ( Reinstatement Conditions ):

(a) the Company’s shareholders approving all the resolutions at the General Meeting;
(b) confirmation that all the conditions to the Recapitalisation Strategy (as per the terms of the Recapitalisation Strategy) have been satisfied. If any of the conditions have been waived, such waiver must be on terms acceptable to ASX;
(c) the Company releasing a full form prospectus pursuant to section 710 of the Corporations Act 2001 (Cth) in relation to the proposed Offers;
(d) completion of the Offers, including closure of the Prospectus and confirmation that the Company has reached minimum subscription under the Rights Issue, the Placement and the Option Placement;
(e) confirmation that the previous rights issue to raise up to $2.144 million launched on 15 January 2021 has been cancelled and all funds returned to the subscribers;
(f) confirmation in a form acceptable to ASX that CVS has received cleared funds for the complete amount of the issue price of every security allotted and issued to every successful applicant for securities under the Offers;
(g) CVS demonstrating compliance with Listing Rules 12.1 and 12.2, to the satisfaction of the ASX including:

(i) providing a ‘working capital statement’ similar to that required by listing rule 1.3.3(a) to the effect that following completion of the Offers, CVS will have sufficient working capital at the time of reinstatement to carry out its activities; and
(ii) satisfying the ‘working capital test’ of at least $1.5 million pursuant to Listing Rule 1.3.3(c);
(h) lodgement of all outstanding Appendices 3B and Appendices 2A with ASX for issues of new securities;
(i) lodgement of any outstanding reports for the period since CVS’s securities were suspended and any other outstanding documents required by Listing Rule 17.5;
(j) confirmation of the resignation of Collin Vost and Justin Vost from the board of CVS and the appointment of Robert Downey and Matthew O’Kane to the board of CVS;
(k) lodgement of Director’s Interest Notices, being either Appendix 3Xs, 3Ys, or 3Zs, as required;
(l) reinstatement of CVS’s CHESS sub-register (if applicable);
(m) confirmation that there are no legal, regulatory or contractual impediments to CVS undertaking the activities the subject of the commitments disclosed in the Prospectus;
(n) payment of any ASX fees, including listing fees, applicable and outstanding;
(o) confirmation the securities to be issued following the Meeting have been issued, and despatch of each of the following has occurred;
(i) in relation to all holdings on the CHESS subregister, a notice from CVS under ASX Settlement Operating Rule 8.9.1;
(ii) in relation to all other holdings, issuer sponsored holding statements; and
(iii) any refund money;
(p) provision of the following documents, in a form suitable for release to the market;
(i) a statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders;
(ii) a distribution schedule of the numbers of holders in each class of security to be quoted, setting out the number of holders in the following categories:

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

(iii) a statement confirming completion of the Offers, closure of the Prospectus and that CVS has reached minimum subscription under the Rights Issue, the Placement and the Option Placement;
(iv) a statement outlining CVS’s capital structure following the Meeting on a post-issue basis;
(v) CVS’s pro forma balance sheet based on actual funds raised;
(vi) CVS’s updated statement of commitments based on actual funds raised;
(vii) a consolidated activities report setting out the proposed business strategy for CVS (including an update on the status of CVS’s assets and the current activities with respect thereto);
(viii) full terms and conditions of all options on issue;
(ix) a statement confirming that there are no legal, regulatory or contractual impediments to CVS undertaking the activities the subject of the commitments disclosed in the Prospectus;
(x) any further documents and confirmations ASX may determine are required to be released to the market as pre-quotation disclosure;
(xi) full terms and conditions of all options on issue;
(xii) a statement confirming of the responsible person for the purposes of Listing Rule 1.1 condition 13;
(xiii) confirmation that CVS is in compliance with the listing rules and in particular listing rule 3.1; and
(xiv) provision of any other information required or requested by ASX including, but not limiting the generality of the foregoing, in relation to any issues that may arise (1) from ASX’s review of the Prospectus and (2) CVS’s financial reports.

The Company has until 21 May 2021 (or such later date approved by ASX) to comply with the Reinstatement Conditions set out above.

If the Company does not, or is unable to, comply with the Reinstatement Conditions by 21 May 2021 (or such later date approved by ASX), the Company’s Shares will not be reinstated to trading, and the Company will be removed from the official list of ASX on 21 May 2021 (or such later date approved by ASX) by virtue of the Company being a long term suspended entity.

3. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Securities 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?	Cervantes Corporation Ltd (ACN 097 982 235) (CompanyorCVS).	Section 5.1
Who is the Company?	The Company is an Australian listed public company, incorporated on 28 August 2001 and has been admitted to the official list of ASX for more than 10 years. The Company is an emerging gold explorer and aspiring gold miner. It has built up a portfolio of gold properties in well-known and historically producing gold districts with a strategy to apply novel exploration and development thinking and has recently sold off its Meekatharra gold projects for a profit. The Company has identified opportunities in those districts that were overlooked by previous explorers. The Company is committed to maximising shareholder value through the development of its remaining asset in Payne’s Find which has already progressed to an Exploration Target.	Section 5.1
What are the Company’s assets and who owns them?	The Company’s tenement portfolio at Paynes Find, known as the Primrose Project, includes a range of projects from “grass-roots” exploration projects to more advanced exploration projects previously tested by drilling and been previously mined at a small scale. The Blue Heaven and Pansy Pit projects are well advanced, with extensive work completed by earlier explorers while the Primrose Shear and base metal exploration fall into the grass roots category. Further details on these projects are set out in Section 5 of this Prospectus and in the Independent Technical Report. The Company holds 100% of the Primrose Project via a 100% owned subsidiary Cervantes Gold Pty Ltd.	Section 5 and Annexure A

Item	Summary	Further information
B. Business Model
What is the Company’s business model?	Following completion of the Offers, the Company’s proposed business model will be to further explore and develop the Project as per the Company’s intended exploration programs. The Company proposes to fund its exploration activities over the first two years following listing as outlined in the table at Section 5.4. A detailed explanation of the Company’s business model is provided at Section 5.3 and a summary of the Company’s proposed exploration programs is set out at Section 5.4.	Section 5.3
What are the key business objectives of the Company?	The Company’s main objectives on completion of the Offers and reinstatement to trading on ASX are: (a) focus on mineral exploration and other resource opportunities that have the potential to deliver growth for Shareholders; (b) continue to pursue other acquisitions that have a strategic fit for the Company; (c) systematically explore the Company’s Project; and (d) provide working capital for the Company.	Section 5.3
What are the key dependencies of the Company’s business model?	The key dependencies of the Company’s business model include: (a) maintaining title to the Project; (b) retaining and recruiting key personnel skilled in the mining and resources sector; (c) sufficient worldwide demand for gold and other minerals; (d) identifying and acquiring new projects that might add value for Shareholders; and (e) the market price of gold and other minerals remaining higher than the Company’s costs of any future production (assuming successful exploration and feasibility studies by the Company).	Section 5.3

Item	Summary	Further information
What is the Company’s growth strategy?	The Company intends to grow through the exploration of Primrose Project and the opportunistic acquisition of other mineral prospects, primarily gold but also other minerals, including base metals and rare earths. Additional projects will also be reviewed for potential addition to the portfolio.	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) on completion of the Offers, the Company will have sufficient funds to implement its exploration and near-term gold resource development strategy; (b) a portfolio of quality assets in the historic Paynes Find Gold Field of the Yalgoo District, Western Australia considered by the Board to be highly prospective for gold and, to a lesser extent, base metals and rare earth elements; (c) a highly credible and experienced team to progress exploration and accelerate potential development of the Project; and (d) an extensive historic database that allows the Company to focus on the most prospective areas.	Section 5
D. Key Risks
Suspension and Delisting	On 30 May 2019, the Company’s Shares were placed into suspension from trading on ASX by the ASX on the basis the ASX considered the Company did not have sufficient financial condition to satisfy ASX Listing Rule 12.2. The ASX has since advised that it will only consider lifting the suspension (and the conditions which need to be satisfied) once the Company has completed a capital raising sufficient to demonstrate compliance with ASX Listing Rule 12.2, which must be a minimum of $1.5 million in working capital. If the securities of the Company remain continuously suspended until 30 May 2021 (or such longer period as	Section 7.2

Item	Summary	Further information
	permitted by ASX), the Company will be delisted from the official list of the ASX.
Potential for significant dilution	Upon completion of the Offers, assuming the Offers are fully subscribed, the number of Shares in the Company will increase from 536,008,309 currently on issue to 1,554,012,464. This means that each Share will represent a significantly lower proportion of the ownership of the Company and a Shareholder who does not take up its Entitlement will be diluted by approximately 290%. It is not possible to predict what the value of the Company or a Share will be following the completion of the Offers being implemented and the Directors do not make any representation or prediction as to such matters.	Section 7.2
Exploration and operating	The mineral exploration licences 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 licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.	Section 7.2
Gold price volatility	Even if the Company’s exploration is successful, any resultant development or mining operations will be subject to a range of risk factors, including fluctuations in the market price for gold. If the Company achieves exploration success leading to gold production, the Company’s financial performance will be sensitive to the gold price. The price is affected by numerous factors and events that are beyond the Company’s control. These factors and events include general economic activity, world demand, forward selling activity, cost of production by the producers of gold and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar) as well as general global economic conditions and political trends	Section 7.2

Item	Summary	Further information
Other risks	For additional specific risks please refer to Section 7.3. For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its Directors, please refer to Sections 7.4 and 7.5.	Sections 7.3, 7.4 and 7.5
E. Directors and Key Management Personnel
Who are the Directors and proposed Directors?	The Board currently consists of: (a) Collin Vost – Chairman, Managing Director; (b) Justin Vost – Non-Executive Director; and (c) Marcus Flis – Non-Executive Technical Director. Upon completion of the Offers, it is intended that Robert Downey and Matthew O’Kane will join the Board as Non-Executive Chairman and Non- Executive Director respectively and Collin Vost and Justin Vost will resign as directors (with Justin Vost continuing in a consultancy capacity for a period of 12 months to assist with an orderly handover to the new directors). The profiles of each of the Directors are set out in Section 8.1.	Section 8.1
What experience do the Directors have?	Marcus Flis – Non-Executive Technical Director Mr Flis was appointed to the Board on 9 October 2017. Mr Flis has in excess of 35 years’ experience in multi-commodity exploration, including considerable stints in gold exploration in classic Archaean Eastern Goldfields setting, sedimentary hosted gold in the WA Proterozoic, VMS- related gold in Indonesia and Greece, and alluvial gold in NZ. Mr Flis has held the position of Exploration Manager in both large and small listed companies, including Rio Tinto, Iron Ore Company of Canada, and Royal Resources, the last of which he also held the position of MD/CEO. Robert Downey – Proposed Non-Executive Chairman Rob is admitted as a barrister and solicitor in Western Australia and has practiced as a corporate and commercial lawyer for over 20 years. He advises a wide range of	Section 8.1

Further information

Item Summary public and private companies as well as high net worth individuals in relation to commercial and corporate transactions, including carbon credits and carbon offset projects, infrastructure, energy, health and technology projects. Mr Downey has previously worked as General Counsel for a Canadian dual listed AIM/TSXV oil and gas company overseeing its dual listing and subsequent sale by way of scheme of arrangement. Mr Downey is currently involved in advising on the establishment of various carbon offset projects, particularly in relation to soil carbon projects. Mr Downey has also been a director of many publicly listed and private companies and has significant experience as a director of ASX listed companies. He has particular experience in relation to the day-to-day listing rule compliance, disclosure and governance issues that arise in the public context as well as all of the other administrative and governance issues that arise including the challenges that are arising from the wider ESG interest of stakeholders. Matthew O’Kane – Proposed NonExecutive Director

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Matthew is an experienced mineral industry executive and company director with 25 years’ experience in the mining, commodities and automotive sectors. He has held senior leadership roles in Australia, the USA and Asia, in both developed and emerging markets, from startup companies through to MNC’s. He has served on the board and as an executive of mining companies in Canada, Hong Kong and Australia, and is currently the Managing Director of Comet Resources Limited, Non-Executive Director of Pursuit Minerals Ltd, Non-Executive Director of RotoGro International Limited and NonExecutive Director of Azarga Uranium Corporation. During his career he has worked with company’s involved in production, exploration and development.

The interests of the Directors and proposed Section 8.2 Directors in the securities of the Company and remuneration of the Directors is set out in Section 8.

What are the significant interests of Directors in the Company?

Item	Summary	Further information
What are the significant interests of advisors to the Company?	Westar Capital has been engaged as lead manager and underwriter of the Offers. As at the date of this Prospectus, Westar Capital does not hold any Securities in the capital of the Company. Westar Capital does not anticipate participating in the Offers as it has fully sub- underwritten its commitments to third parties.	Section 8.2
What related party agreements are the Company party to?	Refer to Section 9 for details of related party agreements with the Company.	Section 9.2
F. Financial Information
How has the Company been performing?	The audited historical financial information of the Company (including its subsidiaries) as at 30 June 2020, together with the reviewed financial information as at 31 December 2020, is set out in Section 6 and Annexure C.	Section 6 and Annexure C
What is the financial outlook for the Company?	Given the current status of the Company’s Project and the speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings. 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 6 and Annexure C
Does the Company have any debt?	Yes, the Company has an unsecured loan amount in the of $900,337 payable to Bath Resources Pty Ltd. $450,337 of this loan is payable on completion of the Offers, with the balance ($450,000) payable 12 months thereafter. In addition, the Company has a secured loan amount in the amount of $370,774 payable to New York Securities Pty Ltd (an entity controlled by Collin Vost). This loan is payable immediately following the issue of the Shortfall Securities under the Offers.	Sections 6, 9.3 and 9.4
G. Offers
What are the Offers?	The Offers consist of: (a) a pro-rata non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by	Section 4

Item	Summary	Further information
	those Shareholders registered at the Record Date at an issue price of $0.003 per Share, together with one (1) free attaching Option for every two (2) Shares applied for and issued, to raise up to $804,012 (Rights Issue Offer); (b) an offer of 750,000,000 Shares at an issue price of $0.003 per Share to raise $2,250,000, together with one (1) free attaching Option for every two (2) Shares subscribed (Placement Offer); and (c) an offer of 625,000,000 Options at a price of $0.0005 per Option to raise $312,500 (Option Placement Offer).
Is there a minimum subscription under the Offers?	As the Offers are fully underwritten by Westar Capital, there is no minimum subscription.	Section 4.1.6
What are the purposes of the Offers?	The purposes of the Offers are to facilitate reinstatement of the Company’s securities to the Official List and to position the Company to seek to achieve the objectives stated at Section B of this Investment Overview.	Section 4
Are the Offers underwritten?	The Offers are fully underwritten by Westar Capital. Refer to Section 9.1.1 for a summary of the material terms and conditions of the Underwriting Agreement between the Company and Westar Capital.	Sections 4.6 and 9.1.1
Who is the lead manager to the Offers?	The Company has appointed Westar Capital (Lead Manager) as lead manager to the Offer. The Lead Manager will receive a fee of 6% of the total amount raised under the Offers. Refer to Section 9.1.2 for a summary of the material terms and conditions of the Lead Manager Mandate between the Company and Westar Capital.	Sections 4.7 and 9.1.2
Who is eligible to participate in the Offers?	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 or New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and	Section 4.14

Item	Summary	Further information
	observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In relation to the Rights Issue Offer, only Eligible Shareholders registered on the Record Date will be eligible to participate in the Rights Issue Offer.
How do I apply for Securities under the Offers?	Applications for Securities under the Offers must be made by completing the relevant Application Form attached to this Prospectus in accordance with the instructions set out in the Application Form.	See Section 4.10
What is the allocation policy?	The Company, in consultation with the Underwriter, retains an absolute discretion to allocate Shares under the Offers and will be influenced by the factors set out in Section 4.11. There is no assurance that any applicant will be allocated any Securities, or the number of Securities for which it has applied.	Section 4.11
What will the Company’s capital structure look like on completion of the Offers?	The Company’s capital structure on a post-Offers basis is set out in Section 5.5.	Section 5.5
What are the terms of the Securities offered under the Offer?	A summary of the material rights and liabilities attaching to: (a) the Shares offered under the Offers are set out in Section 10.3.; and (b) the Options offered under the Offers are set out in Section 10.4.	Sections 10.3 and 10.4
Will any Securities be subject to escrow?	None of the Securities issued under the Offers will be subject to escrow.
Will the Securities be quoted on ASX?	Application for quotation of all Securities to be issued under the Offers will be made to ASX no later than 7 days after the date of this Prospectus. Subject to compliance with the ASX Listing Rules, the Company intends on applying for quotation of the Options issued under the Offers.	Section 4.12

Item	Summary	Further information
What are the key dates of the Offers?	The key dates of the Offers are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information
What is the minimum investment size under the Offers?	There is no minimum investment size under the Offers.	Section 4.10
Are there any conditions to the Offers?	The Placement Offer and the Option Placement Offer are conditional on the Company obtaining Shareholder approval at the General Meeting for the issue of Securities under the Placement Offer and the Option Placement Offer (the Condition). The Placement Offer and the Option Placement Offer will only proceed if the Condition is satisfied. Further details are set out in Section 4.8.	Section 4.8
H. Use of funds
How will the proceeds of the Offers be used?	The proceeds from the Offers and the Company’s existing cash reserves will be used for: (a) implementing the Company’s business objectives and exploration programs as set out in Part C of Investment Overview; (b) payment of certain debts and creditors of the Company; (c) expenses of the Offers; (d) administration costs; and (e) working capital, further details of which are set out in Section 5.4.	Section 5.4
Will the Company be adequately funded after completion of the Offers?	The Directors are satisfied that on completion of the Offers, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.	Section 5.4
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 Securities under the Offers. However, the Company will pay to the Lead Manager 6% (ex GST) of the total amount raised under the Prospectus.	Section 9.1.2
Can the Offers be withdrawn?	The Company reserves the right not to proceed with the Offers at any time before	Section 4.17

Item	Summary	Further information
	the issue or transfer of Securities to successful applicants. If the Offers do not proceed, application monies will be refunded (without interest).
What are the tax implications of investing in Securities?	Holders of Securities may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Securities subscribed for under this Prospectus. The tax consequences of any investment in Securities will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Securities offered under this Prospectus.	Section 4.16
What is the Company’s 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. 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.	Section 5.8
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 (Recommendations). The Company’s main corporate governance policies and practices are outlined in Section 8.4. In addition, the Company’s full Corporate Governance Plan is available from the	Section 8.4

Item	Summary	Further information
	Company’s website (www.cervantescorp.com.au).
Where can I find more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) By contacting the Company, on +61 8 6436 2300; or (c) By contacting the Share Registry on + 61 8 9389 8033.

4. DETAILS OF THE OFFERS

4.1 The Rights Issue Offer

The Rights Issue Offer is being made as a pro-rata non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by Shareholders registered at the Record Date at an issue price of $0.003 per Share together with one (1) Option for every two (2) Shares subscribed for and issued. Fractional entitlements will be rounded down to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus, (and assuming no Shares are issued prior to the Record Date including on exercise or conversion of securities on issue) approximately 268,004,155 Rights Issue Shares and 134,002,077 Rights Issue Options may be issued under the Rights Issue Offer to raise up to $804,012. No funds will be raised from the issue of the Rights Issue Options.

As at the date of this Prospectus the Company has 43,750,000 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to Section 5.5 information on the exercise price and expiry date of the Options on issue.

The issue of the Rights Issue Shares and Rights Issue Options will be subject to Shareholder approval of the Placement Offer and Option Placement Offer at the General Meeting.

All of the Rights Issue Shares offered under the Rights Issue Offer will rank equally with the Shares on issue at the date of this Prospectus. A summary of the material rights and liabilities attaching to the Rights Issue Shares is set out in Section 10.3. The Rights Issue Options will be exercisable at $0.01 on or before 3 years from the date of issue and otherwise on the terms and conditions set out in Section 10.4. All Shares issued on conversion of the Rights Issue Options will rank equally with the Shares on issue at the date of this Prospectus.

The purpose of the Rights Issue Offer and the intended use of funds raised are set out in Section 5.4.

4.1.1 What Eligible Shareholders may do

The number of Securities to which Eligible Shareholders are entitled is shown on the personalised Entitlement and Acceptance Form which accompanies this Prospectus. Eligible Shareholders may choose any of the options set out in the table below.

Option	Key Considerations	For more information
Take up all of your Entitlement	(a) Should you wish to accept all of your Entitlement, then your application for Securities under this Prospectus must be made by following the instructions on the personalised Entitlement and Acceptance Form which accompanies this Prospectus. Please read the instructions carefully.	Section 4.1.2 and Section 4.1.3.

Option	Key Considerations	For more information
	(b) Payment can be made by the methods set out in Section 4.1.2. As set out in Section 4.1.2, if you pay by BPAY, you do not need to return the Entitlement and Acceptance Form.
Take up a proportion of your Entitlement and allow the balance to lapse	(a) If you wish to take up only part of your Entitlement and allow the balance to lapse, your application must be made by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus for the number of Securities you wish to take up and making payment using the methods set out in Section 4.1.2 below. As set out in Section 4.1.2, if you pay by BPAY, you do not need to return the Entitlement and Acceptance Form.	Section 4.1.2 and Section 4.1.3
Allow all or part of your Entitlement to lapse	(a) If you do not wish to accept any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement or dispose of your Entitlement by the Closing Date, the Offers to you will lapse.	N/A

The Rights Issue Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

4.1.2 Payment options

(a) By BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(i) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(ii) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your Application monies.

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received

by 2:00pm (WST) on the Closing Date. The Company shall not be responsible for any delay in the receipt of the BPAY® payment.

Guidance where you have more than one CRN (Shareholding of Shares)

If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings . This can result in your Application monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any Application in respect of your remaining Shareholdings will not be valid).

(b)

By Electronic Funds Transfer (overseas applicants)

For payment by Electronic Funds Transfer ( EFT ) for overseas Eligible Shareholders, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via EFT if you are the holder of an account that supports EFT transactions to an Australian bank account. Please note that should you choose to pay by EFT:

(i) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(ii) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your Application monies.

(c) By Cheque

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Cervantes Corporation – Share Offer Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5pm (WST) on the Closing Date.

4.1.3 Implications of an acceptance

Returning a completed Entitlement and Acceptance Form or paying any Application monies by BPAY® will be taken to constitute a representation by you that:

(a) you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety;
(b) you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY® payment instruction is given in relation to any Application monies, the application may not be varied or withdrawn except as required by law.

4.1.4 Shortfall Offer

Any Entitlement not taken up pursuant to the Rights Issue Offer will form the Shortfall Offer. ( Shortfall Securities ). The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.003 being the price at which Shares have been offered under the Rights Issue Offer.

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall Offer and potentially be allocated to other Eligible Shareholders or other third parties as part of the Shortfall Offer. The Shortfall Offer will only be available where there is a Shortfall between applications received from Eligible Shareholders and the number of Shares proposed to be issued under the Rights Issue Offer.

Allocation of the Shortfall Securities will be at the discretion of the Underwriter, in consultation with the Board, and will otherwise be subject to the terms of the Underwriting Agreement, details of which are set out in Section 9.1.1.

The Underwriter notes that no Securities will be issued to an applicant under this Prospectus or via the Shortfall Offer if the issue of Securities would contravene the takeover prohibition in section 606 of the Corporations Act. Similarly, no Securities will be issued via the Shortfall Offer to any related parties of the Company.

4.1.5 Potential dilution on non-participating Shareholders

Shareholders should note that if they do not participate in the Rights Issue Offer, their holdings are likely to be diluted by approximately 290% (as compared to their holdings and number of Shares on issue as at the date of this Prospectus).

No immediate dilution will occur as a result of the issue of Rights Issue Options under this Prospectus. However subsequent exercise of any or all of the Rights Issue Options will result in dilution. Assuming all Rights Issue Options offered pursuant to this Prospectus are issued and exercised into Shares, Shareholders who do not participate in the Rights Issue Offer, are likely to be diluted by an aggregate of approximately 290% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus).

For illustrative purposes, the table below shows how the dilution may impact the holdings of Shareholders:

Holder	Holding as at Record date	% at Record Date	Entitlemen ts under the Rights Issue Offer	Holdings if Rights Issue Offer not taken Up	% post Rights Issue Offer
Shareholder 1	10,000,000	1.87%	5,000,000	10,000,000	1.24%
Shareholder 2	5,000,000	0.93%	2,500,000	5,000,000	0.62%
Shareholder 3	1,500,000	0.28%	750,000	1,500,000	0.19%
Shareholder 4	400,000	0.07%	200,000	400,000	0.05%
Shareholder 5	50,000	0.01%	25,000	50,000	0.01%
Total	536,008,30		268,004,15		804,012,464

Notes:

Assumes full subscription under the Rights Issue Offer.
This is based on a share capital of 536,008,309 Shares as at the date of the Prospectus and assumes no Options currently on issue are exercised.
The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed under the Underwriting and Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

4.1.6 Underwriting and sub-underwriting

The Rights Issue Offer is fully underwritten by Westar Capital Limited (AFSL 255 789) ( Underwriter ). Refer to Section 9.1.1 for details of the terms of the underwriting.

The Underwriter has also been appointed as the lead manager of the Offer. The terms of the lead manager appointment and total fees payable are set out in Section 9.1.2 below.

The Underwriter has entered into a number of sub-underwriting agreements in respect of the Shortfall Securities, including sub-underwriting agreements with Directors Collin Vost and Justin Vost (or their associated entities) (as outlined in Section 4.1.7 below).

No sub-underwriter will increase their shareholding to above 19.99% as a direct result of the issue of Securities under the Offer. Where Shares are issued pursuant to the exercise of New Options, the voting power of the sub-underwriters who exercise their New Options will increase. The likelihood of New Options being exercised is dependent on the price of Shares from time to time until the New Options expire.

Refer to Section 9.1.3 for further detail of the sub-underwriting agreements entered into with Collin Vost and Justin Vost (or their associated entities).

The Underwriter is presently not a Shareholder and is not a related party of the Company for the purposes of the Corporations Act. The issue of Shares under this Prospectus to the Underwriter may increase its interest in the Company and dilute the Shareholding of other Shareholders to the extent they elect not to participate in the Offer or are ineligible to participate in the Offer.

In accordance with the terms of the Underwriting Agreement, the Underwriter will allocate the Shortfall to its sub-underwriters and/or clients and people who have otherwise agreed to assist with the completion of the Offer such that neither the Underwriter, the sub-underwriters nor any of the Underwriter’s clients, individually, will have a voting power in the Company in excess of 19.9% after the issue of the Shortfall.

The Company, in consultation with the Underwriter, will ensure that the Offer (including the equitable dispersion of any Shortfall Securities) complies with the provisions of Chapter 6 of the Corporations Act 2001 (Cth) and is otherwise consistent with the policy guidelines contained in ASIC Regulatory Guide 6 and Takeovers Panel Guidance Note 17.

4.1.7 Related party sub-underwriting

The sub-underwriters of the Rights Issue Offer include related parties, Collin Vost (via New York Securities Pty Ltd) and Justin Vost (via Avost Holdings Pty Ltd). The maximum potential increase in voting power of Collin Vost and Justin Vost as a

result of the Sub-Underwriting Agreements (summarised in Section 9.1.3) on a fully diluted basis is set out below:

Name	Underwritten Shares	Underwritten Options	Underwritt en Value	Current Voting Power	Maximum Voting Power Post- Offers
New York Securities Pty Ltd1,5	27,535,000	13,767,500	$82,605	10.37%	5.74%2
Avost Holdings Pty Ltd3,5	9,681,333	4,840,666	$29,044	3.61%	3.33%4

Notes:

An entity controlled by Director, Collin Vost.
Includes the voting power of New York Securities Pty Ltd, Collin Vost and his other controlled entities. Assumes that the full amount is raised under the Offers and 27,535,000 Shares are issued to New York Securities Pty Ltd pursuant to the sub-underwriting agreement.
An entity controlled by Director, Justin Vost.
Includes the voting power of Avost Holdings Pty Ltd and Justin Vost. Assumes that the full amount is raised under the Offers and Avost Holdings Pty Ltd is issued 9,681,333 Shares pursuant to the sub-underwriting agreement.
Neither Collin Vost, Justin Vost nor any of their controlled entities will participate in the Rights Issue Offer.

4.2 Placement Offer

This Prospectus includes an offer of 750,000,000 Placement Shares at an issue price of $0.003, together with one (1) free-attaching listed Placement Option for every two (2) Placement Shares issued to raise $2,250,000.

Only participants in the Placement Offer will be eligible to apply for Placement Shares and Placement Options under the Placement Offer. Accordingly, the Placement Offer will only be extended to specific parties on invitation from the Directors, in consultation with the Underwriter, and the Placement Offer Application Form will be provided by the Company to these parties only.

The issue of the Placement Shares and Placement Options will be subject to Shareholder approval at the General Meeting.

All of the Shares offered under the Placement Offer will rank equally with the Shares on issue at the date of this Prospectus. A summary of the material rights and liabilities attaching to the Placement Shares is set out in Section 10.3. The Placement Options will be exercisable at $0.01 on or before 3 years from the date of issue and otherwise on the terms and conditions set out in Section 10.4. All Shares issued on conversion of the Placement Options will rank equally with the Shares on issue at the date of this Prospectus.

4.3 Option Placement Offer

This Prospectus includes an offer of 625,000,000 Further Placement Options at an issue price of $0.005 to raise $312,500.

Only participants in the Option Placement Offer will be eligible to apply for Further Placement Options under the Option Placement Offer. Accordingly, the Option

Placement Offer will only be extended to specific parties on invitation from the Directors, in consultation with the Underwriter, and the Option Placement Offer Application Form will be provided by the Company to these parties only.

The issue of the Further Placement Options will be subject to Shareholder approval at the General Meeting.

The Further Placement Options will be exercisable at $0.01 on or before 3 years from the date of issue and otherwise on the terms and conditions set out in Section 10.4. All Shares issued on conversion of the Further Placement Options will rank equally with the Shares on issue at the date of this Prospectus.

Subject to receipt of Shareholder approval at the General Meeting, each of the current Directors propose to participate in the Option Placement Offer. If Shareholder approval is obtained, a total of 105,000,000 Options will be issued amongst Collin Vost, Justin Vost and Marcus Flis (or their nominees). Refer to Section 9.1.4 for a summary of the firm commitment letters entered into between each Director and Westar Capital.

4.4 No minimum subscription

There is no minimum subscription in respect of any of the Offers as the Offers are fully underwritten by Westar Capital.

4.5 Oversubscriptions

No oversubscriptions will be accepted by the Company under the Offers.

4.6 Underwriter

The Offers are fully underwritten by Westar Capital ( Underwriter ). The terms of the Underwriting Agreement with Westar Capital are summarised in Section 9.1.1.

4.7 Lead Manager

The Company has appointed Westar Capital ( Lead Manager ) as lead manager to the Offers. The Lead Manager will receive a fee of 6% of the total amount raised under the Offers. For further information in relation to the appointment of the Lead Manager, please refer to Section 9.1.2.

4.8 Condition of the Placement Offer and Option Placement Offer

The Placement Offer and the Option Placement Offer are conditional upon the passing of the resolutions that are being put to Shareholders at the General Meeting (the Condition ).

If this Condition is not satisfied, then the Placement Offer and the Option Placement Offer will not proceed and the Company will repay all application monies received under the Placement Offer and the Option Placement Offer within the time prescribed under the Corporations Act, without interest.

4.9 Purpose of the Offers

The primary purposes of the Offers are to:

(a) assist the Company to strengthen its balance sheet so that its financial condition is adequate for the purposes of ASX Listing Rule 12.2 and to lift the Suspension to allow re-quotation of the Company’s securities on ASX;

(b) provide the Company with additional funding for:
(i) the proposed exploration programs at the Project (as further detailed in Section 5.4):
(ii) considering acquisition opportunities that may be presented to the Board from time to time; and
(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 Securities that are to be issued under the Offers.

The Company intends on applying the funds raised under the Offers together with its existing cash reserves in the manner detailed in Section 5.4.

4.10 Applications

Applications for Securities under the Offers must be made by using the relevant Application Form as follows:

Securities	Application Process
Rights Issue Securities	Applications for Rights Issue Securities must be made by the Rights Issue Offer participants and must be made using the relevant Rights Issue Application Form accompanying this Prospectus.
Placement Securities	Applications for Placement Securities must be made by Placement participants invited to participate in the Placement and must be made using the relevant Placement Offer Application Form accompanying this Prospectus.
Further Placement Options	Applications for Further Placement Options must be made by the Option Placement participants invited to participate in the Option Placement and must be made using the Further Placement Options Application Form accompanying this Prospectus.

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

Completed Application Forms and accompanying cheques, made payable to “ Cervantes Corporation Ltd - Share Offer Account ” and crossed “ Not Negotiable ”, must be received at the address set out on the Application Form by no later than 5:00pm (WST) on the Closing Date, which is scheduled to occur on 17 May 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 Securities for which you have paid. Applicants using BPAY should be aware of their financial institution’s cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the Closing Date of the Offers. 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 Offers early.

4.11 Allocation policy under the Offers

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

No applicant under the Offers has any assurance of being allocated all or any Securities applied for. The allocation of Securities by Directors (in conjunction with the Lead Manager/Underwriter) will be influenced by the following factors:

(a) the number of Securities applied for;
(b) the overall level of demand for the Offers;
(c) the desire for a spread of investors, including institutional investors; and
(d) the desire for an informed and active market for trading Shares following completion of the Offers.

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

4.12 ASX listing

Application for Official Quotation by ASX of the Securities 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 Securities until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be admitted to the Official List. As such, the Securities may not be able to be traded for some time after the close of the Offers.

If the Securities are not admitted to Official Quotation by ASX before the expiration of three (3) months after the date of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Securities and will repay all application monies for the Securities within the time prescribed under the Corporations Act, without interest.

Application for Official Quotation of the Options offered pursuant to this Prospectus will be made in accordance with the timetable set out in this Prospectus. If ASX does not grant Official Quotation of the Options offered pursuant to this Prospectus, or if the Company does not meet the minimum requirements to be granted Official Quotation of the Options, then the Options will still be issued, however will not be quoted on ASX.

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

4.13 Issue

Subject to the Condition set out in Section 4.7 (in relation to the Placement Offer and Option Placement Offer) being met, the issue of Securities offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Securities 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 (in conjunction with the Lead Manager/Underwriter) will determine the recipients of the issued Securities in their sole discretion in accordance with the allocation policy detailed in Section 4.11). The Directors reserve the right to reject any application or to allocate any applicant fewer Securities than the number applied for. Where the number of Securities 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 Securities 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 Securities pursuant to the Offers as soon as practicable after their issue.

4.14 Applicants outside Australia and New Zealand

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 or New Zealand 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 Securities or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia or New Zealand. Applicants who are resident in countries other than Australia or New Zealand 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 or New Zealand it is your responsibility to obtain all necessary approvals for the issue of the Securities 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.

4.14.1 New Zealand

The Placement Offer and Option Placement Offer to New Zealand investors are regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. Refer to the Important Notices Section.

In relation to the Rights Issue Offer, the Securities are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Prospectus has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

4.15 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 commission 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 under the Lead Manager Mandate.

4.16 Taxation

The acquisition and disposal of Securities 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 Securities 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 Securities 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 Securities under the Offers.

4.17 Withdrawal of Offers

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

5. COMPANY AND PROJECT OVERVIEW

5.1 Background

The Company is an Australian public company listed on ASX trading under the ASX code “CVS”. The Company has been admitted to the official list of ASX for more than 10 years.

The Company is an emerging gold explorer and aspiring gold miner. It has built up a portfolio of gold properties in well-known and historically producing gold districts with a strategy to apply novel exploration and development thinking and has recently sold off its Meekatharra gold projects for a profit. Cervantes has identified opportunities in those districts that were overlooked by previous explorers. The Company is committed to maximizing shareholder value through the development of its remaining asset in Payne’s Find, the Primrose Project, which has already progressed to an Exploration Target.

5.2 Overview of the Project

Paynes Find is located approximately 420 km northeast of Perth and is serviced by the sealed Great Northern Highway that crosses the central southern end of the project area and then continues northerly to Cue, Mt Magnet and Meekatharra.

==> picture [211 x 273] intentionally omitted <==

Location of Primrose Gold Project.

The climate is semi-arid with hot dry summers and cool to mild winters. The average annual rainfall ranges from 230–350mm which is mainly associated with cyclones in late summer.

Most of the Paynes Find district is flat to undulating, ranging in altitude from about 350 to 400 m above AHD. The most prominent physiographic feature is Lake Moore to the south.

The Primrose Gold Project lies within the northern portion of the Archaean Paynes Find greenstone belt with portions of the Archaean granitic intrusives to the east,

west and north. The greenstone belt at Paynes Find strikes south-westerly to northerly.

In early 1911, Thomas Payne found gold at what would become the Pansy lease, and shortly after more gold on what would become the Carnation lease on the main Paynes Find goldfield.

The field was operated virtually continuously from 1911 to 1941, although during the First World War period and the 1920's it was quieter. Leases were gradually consolidated until around six major mines produced the most output. After World War II it was the haunt of lone prospectors, and later the local Taylor family who conducted small scale gold mining until 2010 when they sold the leases to Paynes Find Gold Limited.

From 1911 to 1918, the field produced 23,193 oz from 20,510 tonnes of ore, with a further 575.72 oz from dollied gold and specimens. In 1939, it was reported that, since 1911 to that time, the field had produced 56,946 oz of gold from 59,898 tonnes of ore at an average calculated grade of 28.6 g/t Au.

The Company’s tenement portfolio at Paynes Find includes a range of projects from “grass-roots” exploration projects to more advanced exploration projects previously tested by drilling and been previously mined at a small scale. The Blue Heaven and Pansy Pit projects are well advanced, with extensive work completed by earlier explorers while the Primrose Shear and base metal exploration fall into the grass roots category. Further details on these prospects are set out below and in the Independent Technical Report.

Overview on the Blue Heaven Project

The Blue Heaven Project covers the historic gold workings in quartz lodes along and splaying off the Primrose Shear in the amphibolites and Paynes Find Gneiss in the north-eastern sector of the Cervantes tenements. As well as the numerous relatively small underground workings, the Blue Heaven area has been extensively scraped and the alluvial on the surface processed in a gravity plant to recover nuggetty gold. This Project has had the most modern exploration work carried out on it prior to Cervantes including both percussion and diamond drilling and mapping and sampling of underground workings.

Cervantes reported an Exploration Target in July 2020[1] , modelled by Mr Philip Jones, of approximately 170,000 to 520,000 tonnes @ a grade range of 2.2 to 4.5 g/t Au at the Blue Heaven Prospect in the Primrose Gold Project based on historic drilling results. The potential quantity and grade of an Exploration Target estimate is conceptual in nature, as there has been insufficient reliable exploration data to estimate a Mineral Resource and that it is uncertain if further exploration will result in the estimation of a Mineral Resource.

The area modelled for the Exploration Target estimate was drilled by successive previous owners using a variety of methods including RAB, Aircore, RC and diamond drilling. The underground workings were also surveyed and sampled by Falcon Australia Limited in 1987. All the drilling and mine sampling, along with mapped lode lines, were used to create the wireframes of the lodes, Refer to Figure 9 in the Independent Technical Report, however, since sampling of

1 Mr Philip Jones MAusIMM is the Competent Person responsible for the exploration target. The Company is not aware of any new information or data that materially affects the information included in the ASX release of 16[th] July 2020 and the form and context in which the exploration target was presented have not been materially modified. The potential quantity and grade is conceptual in nature, there has been insufficient exploration to estimate a Mineral Resources and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The target is based on actual exploration results.

underground mine workings, Aircore and RAB drilling can be unreliable, only the RC and diamond drilling were used to model the grades, refer to Table 4 of the Independent Technical Report.

Hole ID from*	Hole ID to*	Count	Metres	Comments
PFGDD01	PFGDD06	6	2,117.4
HPFRC01	HPFRC33	24	2,726.0
PF33	PF52	17	860.0
PFRC001	PFRC150	123	9,642.0	Paynes Find Gold Ltd Phase 1 & 2
PFRC2	PFRC4	3	198.0
		TOTAL	15,543.4

Drill holes used for Exploration Target modelling.

Proposed activities during 2021 at Blue Heaven:

(a) Cervantes aims to undertake the work required to progress this mineralisation to a Mineral Resource.
(b) Assessment of extent of magnetite alteration zone with respect to the gold mineralisation with the potential of ground magnetic survey to map out that zone.

Overview on the Pansy Pit Project

The Pansy Pit Project lies approximately on the Primrose/Daffodil Faults in the amphibolites as a southern extension of the Blue Heaven Project. At Blue Heaven, the Primrose and Daffodil Faults strike approximately north-south but, at Pansy, the strike is more east-west as they wrap around the southern end of the Paynes Find Gneiss.

The Pansy Pit was mined in the mid-1980s to a depth of approximately 5 m. The mineralisation comprises a stacked series of parallel, moderately south-west dipping quartz lodes. Cervantes undertook RC drilling in the pit in 2018, as announced on 8 August 2018. Acquisition of a high-resolution Digital Elevation Model during 2020 has allowed historic drilling and the 2018 drilling to be put on to the same datum. As a result, the steeper dips previously identified have proven to be shallower. In 2020, a follow-up program of 25 RC holes for 436 m was undertaken to in-fill the existing drilling to better define the near surface gold mineralisation potential in the pit hole locations are shown in the image below .

	Interval m	Gold		Within	Gold
			From			From
Hole		grade		broader	Grade
			m			m
		g/t		interval m	g/t

CVSRCP001	2	1.63	10	5	1.03	7
CVSRCP001	2	6.32	34	7	2.33	34
CVSRCP002	1	5.83	11	4	2.46	8
CVSRCP003	2	1.64	10

CVSRCP004	1	2.82	31	5	1.22	29
CVSRCP005	1	2.53	7
	2	2.08	15
CVSRCP006	1	6.31	13	3	3.58	13
CVSRCP007	1	5.06	9	4	2.11	8
	2	9.14	15	15	2.74	14
CVSRCP008	2	2.40	5
	1	4.28	10	3	1.98	9
	2	2.20	15
	1	1.94	27
CVSRCP009	2	4.29	15	6	2.41	15
CVSRCP010	2	5.53	13	3	4.30	12
CVSRCP011	1	1.73	4
	1	1.3	22

Significant intersections in the Pansy Pit from Cervantes’ 2018 RC drilling. Please refer to Table 6 in the Independent Technical Report where assay results from the drilling, where the interval averaged >1.0 g/t Au, are set out.

==> picture [424 x 300] intentionally omitted <==

RC drill hole locations, Pansy Pit, Primrose Gold Project.

The Pansy Pit drilling defined up to five quartz lodes, ranging in apparent thickness from 1m to 3m. RC sampling was undertaken on one metre intervals, defining the minimum apparent thickness. The interpreted dip of the lodes is approximately 35[o] to the south west. As the holes’ dip was 60[o] to towards the north east the true

thickness will be only 1% to 2% less than the apparent thickness. Due to the shallow nature of the drilling, each of the holes generally intersected only the shallowest one or two lodes.

Notable assay results from the drilling, where the intervals averaged >1.0 g/t Au (drill holes not noted in the table, either intersected no mineralisation or had intervals <1.0g/t Au), are:

		Gold		Within	Gold
	Interval		From
						From
Hole		grade		broader	Grade
	m		m			m
		g/t		interval m	g/t

CVSRCP013	1	2.705	10	3	1.52	8
CVSRCP014	1	4.251	16	4	1.705	16
CVSRCP019	1	3.567	25	3	2.214	23
CVSRCP021	1	17.265	9	2	8.933	9
CVSRCP022	1	8.726	16	3	3.618	15
CVSRCP023	1	4.251	13	3	2.538	13
CVSRCP024	1	5.603	5	3	3.162	5
	1	5.378	10	3	2.774	9
CVSRCP025	1	6.550	15	3	3.886	15
CVSRCP026	1	3.579	5	7	1.40	5
CVSRCP027	3	12.336	7	5	7.738	7
CVSRCP030	2	3.709	16	14	1.408	4
CVSRCP033	2	6.308	6
CVSRCP034	4	3.402	4

Proposed activities during 2021 at Pansy Pit:

The proposed activities include:

(a) continuation of a Small Mining Proposal submission; and
(b) planning of a possible third program of shallow in-pit drilling to aid in grade control for any future mining.

==> picture [311 x 449] intentionally omitted <==

Geological cross section. The location of the cross section is indicated in Figure 12 in the Independent Technical Report.

5.3 Business model

Cervantes is in the business of mineral exploration. While primarily gold, the Company also consider base metal and rare earth element discovery opportunities in the ground it holds.

The Company’s business model is to organically grow through the discovery and definition of mineral resources with the aim of developing these into viable mining operations.

(a) Exploration

It is the Company’s intention to further explore its tenements in the Paynes Find Gold Field through its Primrose Project. This is primarily directed at drill testing the known high grade-moderate tonnage historic gold occurrences and developing and testing, by drilling, a model for moderate grade-high tonnage gold associated with the Primrose Shear.

Possible base metal mineralisation, associated with occurrences of ultramafic lithologies in the Project area, is to be tested with modern exploration techniques, such as time-domain electromagnetic surveying, that have never been applied to this area.

(b) Development

Should the Company have exploration success and complete positive feasibility studies, it is Cervantes’ intention to bring to mining production, as economically and quickly as possible, gold mineralisation already identified and now progressing to JORC (2012) resource definition. This may include the use of third-party gold mills for the extraction of gold from ores from the project, i.e., toll milling. Should sufficient resources be defined, the Company may consider the development of a standalone gold plant.

(c) Growth

Cervantes will continue to seek growth through business development opportunities. This may include, but not be restricted to, acquisition of third-party properties, entering joint ventures, and project generation through identification of prospective ground.

The proposed activities and business model of the Company on completion of the Offers are to meet the above aims of the Company.

5.4 Use of Funds - Proposed Exploration Program and Budget

		Amount
		($3.36 m)
Activities1	Year 1	Year 2*	Total
Data Compilation & Access costs	$30,000	$50,000	$80,000
Geochem, geophysics and mapping - regional	$50,000	$65,000	$115,000
Drilling & Assay – Blue Heaven	$250,000	$65,000	$315,000
Drilling & Assay - Pansy	$155,000	$50,000	$205,000
Pansy mine development	$40,000	$80,000	$120,000
Tenement rates & rents	$25,000	$30,000	$55,000
Tenement Reporting	$25,000	$17,000	$42,000
Liabilities (aged creditors/loans)	$820,000	$450,000	$1,270,000
Assessing new projects	$75,000	$75,000	$150,000

Expenses of the Offers2	$337,000	$0	$337,000
Working capital and corporate administration3, 4	$332,000	$315,000	$647,000
TOTAL EXPENDITURE	$2,139,000	$1,197,000	$3,336,000

Notes:

Refer to Section 5.4 and the Independent Technical Report in Annexure A for further details with respect to the Company’s proposed exploration programs at the Projects.
Refer to Section 10.8 for further details.
Administration costs include 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.
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 may be used to 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 re-quotation on ASX.

It is anticipated that the funds raised under the Offers will enable 2 years of full operations. 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 debt or equity funding. Future capital needs will also depend on the success or failure of the Project. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Project or to capitalise on acquisition opportunities in the resources sector.

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.

The Directors consider that following completion of the Offers, 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.

5.5 Capital structure

The capital structure of the Company following completion of the Offers is summarised below:

Shares[1 ]

	Number
Shares currently on issue	536,008,309
Shares to be issued pursuant to the Rights Issue Offer2	268,004,155
Shares to be issued pursuant to the Placement Offer3	750,000,000
Shares to be issued pursuant to the Option Placement Offer	Nil
Total Shares on completion of the Offers	1,554,012,464

Notes:

The rights attaching to the Shares are summarised in Section 10.3.
This assumes the Company raises a total of $804,012 under the Rights Issue at an issue price of $0.003 per Share.
This assumes the Company raises a total of $2,250,000 under the Placement at an issue price of $0.003 per Share.

Options

	Number
Options currently on issue1	43,750,000
Options to be issued pursuant to the Rights Issue Offer2	134,002,075
Options to be issued pursuant to the Placement Offer3	375,000,000
Options to be issued pursuant to the Option Placement Offer4	625,000,000
Total Options on completion of the Offers	1,177,752,075

Notes:

Comprising:
(i) 25,750,000 unlisted options exercisable at $0.01 per option with an expiry date of 31 December 2022; and
(ii) 18,000,000 unlisted options exercisable at $0.01 per option with an expiry date of 31 December 2023.
This assumes the Company raises a total of $804,012 under the Rights Issue at an issue price of $0.003 per Share.
This assumes the Company raises a total of $2,250,000 under the Placement at an issue price of $0.003 per Share.
This assumes the Company raises a total of $312,500 under the Option Placement at an issue price of $0.0005 per Option.

5.6 Substantial Shareholders

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

As at the date of the Prospectus

Shareholder	Shares	Options	Percentage (%) (undiluted)	Percentage (%) (fully diluted)
Azolia Pty Ltd1	77,156,322	Nil	14.39	13.31
New York Holdings Pty Ltd Superannuation\ Fund>2	55,570,000	10,000,000	10.37	11.31
Nuzeno Holdings Pty Ltd3	33,441,810	Nil	6.24	5.77
European Lithium Ltd	32,000,000	Nil	5.97	5.52

Notes:

Azolia Pty Ltd holds 39,656,322 Shares and Azolia Pty Ltd holds 37,500,000 Shares.

Mr Collin Vost, a Director, directly holds 500,000 Shares. New York Holdings Pty Ltd is an entity associated with Collin Vost and holds 55,070,000 Shares.

Nuzeno Holdings Pty Ltd holds 25,785,714 Shares and its associate ACXU SMSF Pty Ltd ATF the Edward Xu Self Managed Superannuation Fund holds 7,656,096 Shares.

On completion of the issue of Securities under the Offers (assuming existing substantial Shareholders take up their full Entitlements and no existing substantial Shareholder subscribes and receives additional Securities pursuant to the Offers)

Shareholder	Shares	Options	Percentage (%) (undiluted)	Percentage (%) (fully diluted)
Azolia Pty Ltd	115,734,483	19,289,080	7.45	4.94
New York Holdings Pty Ltd Superannuation\ Fund>	83,355,000	23,892,500	5.36	3.92

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

5.7 Additional Information

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

(a) 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 in Annexure B for further details in respect to the Company’s interests in the Tenements.

5.8 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.

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 the 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.

6. FINANCIAL INFORMATION

6.1 Introduction

The Financial Information set out in this Section 6 comprises the Historical Statement of Financial Position as at 30 June 2020 (audited), and 31 December 2020 (audit reviewed), and the Pro Forma Statement of Financial Position of Cervantes Corporation Ltd as at 31 December 2020 including selected notes.

The Financial Information should be read in conjunction with the risk factors set out in Section 7 and other information contained within or referred to in this Prospectus, including the Company’s other periodic and continuous disclosure announcements.

6.2 Basis of Preparation of the Financial Information

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

The Historical Statement of Financial Position has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards (AAS) adopted by the AASB, which are consistent with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board, and the Company’s accounting policies. The Company’s significant accounting policies are described in its Annual Report for the year ended 30 June 2020, and the half-year ended 31 December 2020, both of which are available on the ASX website.

The Historical Statement of Financial Position has been extracted from the Company’s condensed financial report as at 31 December 2020, which comprises the consolidated statement of financial position as at 31 December 2020 together with certain explanatory notes, and which was reviewed by Rothsay Auditing, the Company’s auditor, in accordance with Australian Auditing Standard on Review Engagements ASRE 2405 Review of Historical Financial Information Other than a Financial Report . Rothsay Auditing issued an unmodified review report with respect to the Company’s statement of financial position as at 31 December 2020.

The Pro Forma Historical Statement of Financial Position has been prepared in accordance with the recognition and measurement principles of AAS, other than that it includes pro forma adjustments to show the impact of the Offer (and associated costs) and the effect of certain other transactions as if they had occurred at 31 December 2020. The pro forma adjustments are detailed in Section 6.3 below.

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

The Financial Information has been reviewed by Rothsay Auditing in accordance with Australian Standard on Assurance Engagements ASAE 3450 Engagements involving Corporate Fundraisings and/or Prospective Financial Information , as stated in its Independent Limited Assurance Report set out in Annexure C.

6.3 Pro Forma Adjustments

The following pro forma adjustments have been applied to the Historical Statement of Financial Position to prepare the Pro Forma Historical Statement of Financial Position, as if they had occurred at 31 December 2020:

(a) $804,012 being raised under the Rights Issue at an issue price of $0.003 per Share;
(b) $2,250,000 being raised under the Placement at an issue price of $0.003 per Share;
(c) $312,500 being raised under the Options Placement at an issue price of $0.0005 per Option;
(d) $337,000 being the estimated expenses of the Offer and assuming maximum subscription and that no more Shares are issued or Options are exercised prior to the Record Date; and
(e) $370,774 has been re-classified from non-current liabilities to current liabilities as this amount is now payable immediately following the issue of the Shortfall Securities under the Offers.

6.4 Pro Forma Historical Statement of Financial Position

				AUDIT REVIEWED
	AUDITED	AUDIT REVIEWED	CAPITAL

				PRO-FORMA
	30/06/2020	31 /12/2020	RAISING
				31 /12/2020

Current assets
Cash	149,136	14,864	3,029,512	3,044,376
Financial assets	319,325	203,450	-	203,450
Total current assets	468,461	218,314	3,029,512	3,247,826

Non-current assets
Exploration and
evaluation	1,684,888	1,830,945	-	1,830,945
expenditure
Total non-current
	1,684,888	1,830,945	-	1,830,945
assets


TOTAL ASSETS	2,153,349	2,049,259	3,029,512	5,078,771

Current liabilities
Trade and other
	357,940	110,953	-	110,953
creditors

Financial liabilities	1,011,800	450,337	370,774	821,111
Total current liabilities	1,369,740	561,290	370,774	932,064

Non-current liabilities
Financial liabilities	-	820,774	(370,774)	450,000
Total non-current
	-	820,774	(370,774)	450,000
liabilities


TOTAL LIABILITIES	1,369,740	1,382,064	-	1,382,064

NET ASSETS	783,609	667,195	3,029,512	3,696,707

Equity
Contributed equity	14,115,475	14,115,475	3,029,512	17,144,987
Accumulated losses	(13,331,866)	(13,448,280)	-	(13,448,280)
TOTAL EQUITY	783,609	667,195	3,029,512	3,696,707

6.5 Notes to Pro Forma Historical Statement of Financial Position

(a) Statement of significant accounting policies

The significant accounting policies adopted in the preparation of the Historical Statement of Financial Position and Pro Forma Historical Statement of Financial Position included in this section are the same as those used in the preparation of the Company’s 31 December 2020 Interim Financial Report (available on the ASX website).

(b) Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

The Directors believe that it is reasonably foreseeable that the Company will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the fully underwritten Placement and Rights Issue to raise $3,029,512 (after costs).

(c) Financial liabilities

Current :

(i) Unsecured loan amount payable of $450,337 to Bath Resources Pty Ltd. Loan is payable on the date the Company’s securities are reinstated to quotation.
(ii) Secured loan amount payable of $370,774, owing by the Company to New York Securities Pty Ltd (an entity controlled by Collin Vost), pursuant to loan agreement entered into between the Company and New York Securities Pty Ltd dated 5 July 2019

(as varied). This amount is payable immediately following the issue of the Shortfall Securities under the Offers.

Non-current:

(i) Unsecured loan payable of $450,000 to Bath Resources Pty Ltd.

See Sections 9.3 and 9.4 of this Prospectus for further details.

(d) Cash and cash equivalents

Cash and cash equivalents	Cash and cash equivalents	Cash and cash equivalents	A$	A$
Cash and cash equivalents, as reported at 31 December 2020			14,864
Proceeds from the Offers			3,366,512
Costs associated with the Offers			(337,000)
Pro forma cash and cash equivalents as at 31 December 2020			3,044,376

Contributed equity
	No. of shares	No. of options		A$
Contributed equity as reported at 31 December 2020	536,008,309	43,750,000		14,115,475
Issue (rights issue offer)	268,004,155	134,002,075		804,012
Issue (placement offer)	750,000,000	375,000,000		2,250,000
Issue (option placement offer)	-	625,000,000		312,500
Costs of capital raising	-	-		(337,000)
Total (post re-listing)	1,554,012,464	1,177,752,075		17,144,987

(e) Contributed equity

(f) Contingent liabilities

There are no contingent liabilities as at the date of this report.

(g) Events subsequent to the reporting date

The following events have occurred subsequent to the reporting date:

(i) As announced 1 April 2021, the Directors of the Company resolved to formally withdraw from the Rights Offer as announced 15 January 2021 and return all application monies received. The Company also proposed to undertake a series of equity raisings (the Recapitalisation Strategy ) to raise a total of $3,366,512 (before costs). Westar Capital Limited (ACN 009 372 838) (AFSL: 255789) (Westar Capital) has agreed to act as lead manager and underwriter to the Capital Raisings. Westar Capital’s underwriting is subject to ASX confirming that it will

reinstate the Company’s securities following completion of the Recapitalisation Strategy. Westar Capital will be paid a fee of 6% (plus GST) of the total gross proceeds raised under the Capital Raisings in consideration for lead manager and underwriting services. Cervantes has executed a lead manager mandate and underwriting agreement with Westar Capital for these purposes.

(ii) The Company acknowledges that the timing is right for some changes to its board of directors. As a result, on completion of the Recapitalisation Strategy, the following changes will occur: (a) Collin Vost will resign as a director and employee of the Company; (b) Justin Vost will resign as a director of the Company and will continue in a consultancy capacity for a period of 12 months to assist with an orderly handover to the new directors; and (c) Robert Downey (Non-Executive Chairman) and Matthew O’Kane (Non-Executive Director) will be appointed as new directors.

Apart from the events disclosed above, no other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.

7. RISK FACTORS

7.1 Introduction

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

The future performance of the Company and the value of the Securities 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 that have a direct influence on the Company, its Project and activities are set out in the Investment Overview Section 3. Those 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 Securities. 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 and 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
Suspension and Delisting	On 30 May 2019, the Company’s Shares were placed into suspension from trading on ASX by the ASX on the basis the ASX considered the Company did not have sufficient financial condition to satisfy ASX Listing Rule 12.2. The ASX has since advised that it will only consider lifting the suspension (and the conditions which need to be satisfied) once the Company has completed a capital raising sufficient to demonstrate compliance with ASX Listing Rule 12.2, which must be a minimum of $1.5 million in working capital. The Company is undertaking the Offers with the intention of raising sufficient funds to meet ASX Listing Rule 12.2 but there can be no assurance that sufficient funds will be able to be raised. If insufficient funds are raised from the Offers, and the Company is unable to otherwise raise additional funds, such that the Company cannot meet ASX Listing Rule 12.2 and ASX’s requirements for its securities to be reinstated to

Risk Category

Risk

Suspension
and
Delisting

On 30 May 2019, the Company’s Shares were placed into
suspension from trading on ASX by the ASX on the basis
the ASX considered the Company did not have sufficient
financial condition to satisfy ASX Listing Rule 12.2.
The ASX has since advised that it will only consider lifting
the suspension (and the conditions which need to be
satisfied) once the Company has completed a capital
raising sufficient to demonstrate compliance with ASX
Listing Rule 12.2, which must be a minimum of $1.5 million
in working capital.
The Company is undertaking the Offers with the intention
of raising sufficient funds to meet ASX Listing Rule 12.2 but
there can be no assurance that sufficient funds will be
able to be raised.
If insufficient funds are raised from the Offers, and the
Company is unable to otherwise raise additional funds,
such that the Company cannot meet ASX Listing Rule 12.2
and ASX’s requirements for its securities to be reinstated to

Risk Category	Risk
	official quotation on the ASX, the suspension in trading will continue and Shareholders will not be able to trade their Shares on the ASX unless and until the Company can meet ASX’s requirements. The Company has until 21 May 2021 to comply with the Reinstatement Conditions. If the Company does not, or is unable to, comply with the Reinstatement Conditions by 21 May 2021 (or such later time approved by ASX), the Company’s Shares will not be reinstated to trading, and the Company will be removed from the official list of ASX on 21 May 2021 (or such later time approved by ASX) by virtue of the Company being a long term suspended entity. If the securities of the Company remain continuously suspended until 30 May 2021, the Company will be delisted from the official list of the ASX (unless ASX grants a short extension, which is available in limited circumstances). If the Company is delisted, Shareholders will be unable to trade their Shares on the ASX and the Company will need to re-comply with the ASX’s listing requirements for its Shares to again become tradeable on the ASX. There can be no assurance that a relisting will be achievable in the near term or at all.
Potential for significant dilution	Upon completion of the Offers, assuming the Offers are fully subscribed, the number of Shares in the Company will increase from 536,008,309 currently on issue to 1,554,012,464. This means that each Share will represent a significantly lower proportion of the ownership of the Company and a Shareholder who does not take up its Entitlement will be diluted by approximately 290%. It is not possible to predict what the value of the Company or a Share will be following the completion of the Offers being implemented and the Directors do not make any representation or prediction as to such matters. The price at which the Company’s Shares trade on ASX after re-listing may be higher or lower than the issue price of Securities offered under this Prospectus and could be subject to fluctuations 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.
Additional requirements for capital	Should the funds raised by the Offers be insufficient to fulfil the Company’s planned short term expenditure requirements, the Company may have an immediate requirement to raise further funds. The Company’s future capital requirements, and the Company’s ability to satisfy those requirements, depend on numerous factors, many of which are beyond the control of the Company. It is likely that in the future the Company will require further funding in addition to amounts raised under the capital

Risk Category	Risk
	raising. Any additional equity financing will dilute shareholdings. Any debt financing, if available, may involve restrictions on the Company’s activities. If the Company is unable to obtain additional funding as needed, it may be required to reduce the scope of its operations, dispose of assets or scale back its exploration programmes, as the case may be. The Company’s ability to raise funds through the issue of Shares or other securities is subject to share market conditions from time to time. The market for securities in junior exploration companies can fluctuate. There is, however, no certainty that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company and its Shareholders.
Executive Management	The responsibility of overseeing the day-to-day operations and the Company’s strategic management depends substantially on its senior management and 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.
Exploration and operating	The mineral exploration licences 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 licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties 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 licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programmes 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 licences comprising the Projects.

Risk Category	Risk
Climate risk	There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include: (a) the emergence of new or expanded regulations associated with the transitioning to a lower- carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and (b) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
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. In addition, the effects of COVID-19 on the Company's Share price and global financial markets generally may also affect the Company's ability to raise equity or debt or require the Company to issue capital at a discount, which may in turn cause dilution to Shareholders. The COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access and the Company's ability to freely move people and equipment to and from exploration projects and may cause delays or cost increases. The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences

Risk Category

Risk

Climate risk

There are a number of climate-related factors that may
affect the operations and proposed activities of the
Company.
The
climate
change
risks
particularly
attributable to the Company include:
(a)
the emergence of new or expanded regulations
associated with the transitioning to a lower-
carbon economy and market changes related to
climate change mitigation. The Company may
be impacted by changes to local or international
compliance
regulations
related
to
climate
change mitigation efforts, or by specific taxation
or
penalties
for
carbon
emissions
or
environmental damage. These examples sit
amongst an array of possible restraints on industry
that may further impact the Company and its
profitability. While the Company will endeavour
to manage these risks and limit any consequential
impacts, there can be no guarantee that the
Company will not be impacted by these
occurrences; and
(b)
climate change may cause certain physical and
environmental risks that cannot be predicted by
the Company, including events such as increased
severity of weather patterns and incidence of
extreme
weather
events
and
longer-term
physical risks such as shifting climate patterns. All
these risks associated with climate change may
significantly change the industry in which the
Company operates.

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.
In addition, the effects of COVID-19 on the Company's
Share price and global financial markets generally may
also affect the Company's ability to raise equity or debt or
require the Company to issue capital at a discount, which
may in turn cause dilution to Shareholders. The COVID-19
pandemic may also give rise to issues, delays or restrictions
in relation to land access and the Company's ability to
freely move people and equipment to and from
exploration projects and may cause delays or cost
increases.
The Directors are monitoring the situation closely and have
considered the impact of COVID-19 on the Company’s
business and financial performance. However, the
situation is continually evolving, and the consequences

Risk Category	Risk
	are therefore inevitably uncertain. If any of these impacts appear material prior to close of the Offers, the Company will notify investors under a supplementary prospectus.
Gold price volatility	Even if the Company’s exploration is successful, any resultant development or mining operations will be subject to a range of risk factors, including fluctuations in the market price for gold. If the Company achieves exploration success leading to gold production, the Company’s financial performance will be sensitive to the gold price. The price is affected by numerous factors and events that are beyond the Company’s control. These factors and events include general economic activity, world demand, forward selling activity, cost of production by the producers of gold and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar) as well as general global economic conditions and political trends. If the price of gold should fall below or remain below the Company’s costs of production for any sustained period due to these or other factors and events, the Company’s exploration and production could be delayed or even abandoned. A delay in exploration or production or the abandonment of one or more of the Company’s projects may require the Company to write-down any mineral reserves or resources and may have a material adverse effect on the Company’s production, earnings and financial position.

Risk Category

Risk

are therefore inevitably uncertain. If any of these impacts
appear material prior to close of the Offers, the Company
will notify investors under a supplementary prospectus.

Gold price volatility

Even if the Company’s exploration is successful, any
resultant development or mining operations will be subject
to a range of risk factors, including fluctuations in the
market price for gold.
If the Company achieves exploration success leading to
gold production, the Company’s financial performance
will be sensitive to the gold price. The price is affected by
numerous factors and events that are beyond the
Company’s control. These factors and events include
general economic activity, world demand, forward selling
activity, cost of production by the producers of gold and
other matters such as inflationary expectations, interest
rates, currency exchange rates (particularly the strength
of the US dollar) as well as general global economic
conditions and political trends.
If the price of gold should fall below or remain below the
Company’s costs of production for any sustained period
due to these or other factors and events, the Company’s
exploration and production could be delayed or even
abandoned. A delay in exploration or production or the
abandonment of one or more of the Company’s projects
may require the Company to write-down any mineral
reserves or resources and may have a material adverse
effect on the Company’s production, earnings and
financial position.

7.3 Industry specific risks

Risk Category	Risk
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. The Company’s present tenements fall within an area where the Federal Court has determined that native title does not exist, however, it is important to note that obligations under the_Aboriginal Heritage Act (WA) 1972_ continue irrespective of whether native title is determined to exist or not. In November 2019, Cross Country Native Title Services advised the Company that, in respect of M59/0002, M59/0010, M59/0235, M59/0244, M59/0396, M59/0662, M59/0663, P59/2076, P59/2094, P59/2101, P59/2130, P59/2151, P59/2152, P59/2153, P59/2174, P59/2159,

Risk Category

Risk

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.
The Company’s present tenements fall within an area
where the Federal Court has determined that native title
does not exist, however, it is important to note that
obligations under the_Aboriginal Heritage Act (WA) 1972_
continue irrespective of whether native title is determined
to exist or not.
In November 2019, Cross Country Native Title Services
advised the Company that, in respect of M59/0002,
M59/0010, M59/0235, M59/0244, M59/0396, M59/0662,
M59/0663,
P59/2076,
P59/2094,
P59/2101,
P59/2130,
P59/2151,
P59/2152,
P59/2153,
P59/2174,
P59/2159,

Risk Category	Risk
	P59/2160 and P59/2161possible Aboriginal sites and objects of significance may exist in the area of these tenements. The correspondence requested that the Company confer with Darryl Fogarty and Beverley Slater (Badimia elders and traditional owners) prior to conducting exploration activities. 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 of this Prospectus for further details.
Exploration costs	The exploration costs of the Company as summarised in Section 5.4 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant 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.
Tenure and access	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, financial 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 Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company could be significant. Access A number of the Tenements overlap certain third-party interests that may limit the Company’s ability to conduct exploration and mining activities including Crown Reserves and pastoral leases. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details.
Resource and reserves and exploration targets	The Company has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst the

	Risk Category	Risk
		Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified 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 significantly 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 is then 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 financial performance may be materially adversely affected.
	Mine development	Possible future development of mining operations at the Project 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 difficulties 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 Project, 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 Project. The risks associated with the development of a mine will be considered in full should the Project 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,

Risk Category	Risk
	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 production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant 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. 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 programmes or mining activities.
Regulatory Compliance	The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, 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 Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining

Risk Category

Risk

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
production or increase production costs. Events, such as
unpredictable rainfall or bushfires may impact on the
Company’s ongoing compliance with environmental
legislation, regulations and licences. Significant 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.
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
programmes or mining activities.

Regulatory
Compliance

The Company’s operating activities are subject to
extensive laws and regulations relating to numerous
matters
including
resource
licence
consent,
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 Company will not obtain
these permits on acceptable terms, in a timely manner or
at all. The costs and delays associated with obtaining

Risk Category	Risk
	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 fines, 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 Tenements.
Community relations and landowners	The Company’s ability to undertake exploration and production on tenements will depend in part on its ability to maintain good relations with relevant local communities. Any failure to adequately manager community and social expectations with respect to compensation for land access, employment opportunities, impact on local business and other expectations may lead to local dissatisfaction with the Company, which in turn may lead to disruptions in the exploration and production (if relevant at the time) programs for the tenements and potentially losses.

Risk Category

Risk

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 fines, 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 Tenements.

Community
relations
and
landowners

The Company’s ability to undertake exploration and
production on tenements will depend in part on its ability
to
maintain
good
relations
with
relevant
local
communities. Any failure to adequately manager
community and social expectations with respect to
compensation
for
land
access,
employment
opportunities, impact on local business and other
expectations may lead to local dissatisfaction with the
Company, which in turn may lead to disruptions in the
exploration and production (if relevant at the time)
programs for the tenements and potentially losses.

7.4 General risks

Risk Category	Risk
Economic	General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that the Tenements may have to be surrendered or not renewed. General economic conditions may also affect the value of the Company and its valuation regardless of its actual performance.
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 influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.
Currently no market	As the Company is currently suspended from trading, 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 Securities trade on ASX after reinstatement may be higher or lower than the issue price of Securities offered under this Prospectus and could be subject to fluctuations in response to variations in

Risk Category

==> picture [112 x 200] intentionally omitted <==

Risk

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 the price of the Securities will increase. There may be relatively few or many potential buyers or sellers of the Securities on ASX at any given time. This may increase the volatility of the market price of the Securities. It may also affect the prevailing market price at which Shareholders are able to sell their Securities. This may result in Shareholders receiving a market price for their Securities that is above or below the price that Shareholders paid.

Risk Category	Risk
	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 the price of the Securities will increase. There may be relatively few or many potential buyers or sellers of the Securities on ASX at any given time. This may increase the volatility of the market price of the Securities. It may also affect the prevailing market price at which Shareholders are able to sell their Securities. This may result in Shareholders receiving a market price for their Securities that is above or below the price that Shareholders paid.
Market conditions	Share market conditions may affect the value of the Company’s Securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as: (a) general economic outlook; (b) introduction of tax reform or other new legislation; (c) interest rates and inflation rates; (d) changes in investor sentiment toward particular market sectors; (e) the demand for, and supply of, capital; and (f) terrorism or other hostilities. The market price of Securities 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 the shares regardless of the Company’s performance.
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 fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base

Risk Category	Risk
	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 fluctuations 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 Western Australia 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 operations 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, financial 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, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.
Taxation	The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities 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 Securities 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

Risk Category	Risk
	proven, may impact adversely on the Company’s operations, reputation, financial performance and financial position. The Company is not currently engaged in any litigation.

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 Securities.

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

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

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

8. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

8.1 Directors of the Company

Messrs Collin Vost, Justin Vost and Marcus Flis are the current directors of the Company. Messrs Collin Vost and Justin Vost will resign as directors following completion of the Offers. Mr Flis will remain as a director of the Company following completion of the Offers. Additionally, Messrs Robert Downey and Matthew O’Kane are Proposed Directors of the Company.

On completion of the Offers, the Company’s Board will be comprised of:

(a) Robert Downey (B.Ed, LLB (Hons)) – Non-Executive Chairman

Rob is admitted as a barrister and solicitor in Western Australia and has practiced as a corporate and commercial lawyer for over 20 years. He advises a wide range of public and private companies as well as high net worth individuals in relation to commercial and corporate transactions, including carbon credits and carbon offset projects, infrastructure, energy, health and technology projects. Mr Downey has previously worked as General Counsel for a Canadian dual listed AIM/TSXV oil and gas company overseeing its dual listing and subsequent sale by way of scheme of arrangement. Mr Downey is currently involved in advising on the establishment of various carbon offset projects, particularly in relation to soil carbon projects. Mr Downey has also been a director of many publicly listed and private companies and has significant experience as a director of ASX listed companies. He has particular experience in relation to the day to day listing rule compliance, disclosure and governance issues that arise in the public context as well as all of the other administrative and governance issues that arise including the challenges that are arising from the wider ESG interest of stakeholders.

The Board considers that Mr Downey is an independent Director.

(b) Marcus Flis (BSc (Hons), M.Sc., FAusIMM) – Non-Executive Director

Mr Flis was appointed to the Board on 9 October 2017. Mr Flis has in excess of 35 years’ experience in multi-commodity exploration, including considerable stints in gold exploration in classic Archaean Eastern Goldfields setting, sedimentary hosted gold in the WA Proterozoic, VMSrelated gold in Indonesia and Greece, and alluvial gold in NZ. Mr Flis has held the position of Exploration Manager in both large and small listed companies, including Rio Tinto, Iron Ore Company of Canada, and Royal Resources, the last of which he also held the position of MD/CEO.

The Board considers that Mr Flis is an independent Director.

(c) Matthew O’Kane – Non-Executive Director

Matthew is an experienced mineral industry executive and company director with 25 years’ experience in the mining, commodities and automotive sectors. He has held senior leadership roles in Australia, the USA and Asia, in both developed and emerging markets, from startup companies through to MNC’s. He has served on the board and as an executive of mining companies in Canada, Hong Kong and Australia, and is currently the Managing Director of Comet Resources Limited, NonExecutive Director of Pursuit Minerals Ltd, Non-Executive Director of RotoGro International Limited and Non-Executive Director of Azarga

Uranium Corporation. During his career he has worked with company’s involved in production, exploration and development.

It is noted that Mr O’Kane was appointed to the board of Orinico Gold Limited (ASX: OGX) ( Orinoco ) in December 2018 and subsequently appointed to the role of Managing Director to re-structure and re-finance Orinico’s business. A fully underwritten rights issue had to subsequently be withdrawn when ASX suspended Orinico’s shares from trading due to its auditor submitting a disclaimer of opinion on the 31 December 2018 accounts. At this point, Orinico was no longer able to finance its operations and entered into voluntary administration while Mr O’Kane was a director. The Directors do not consider that this matter adversely effects Mr O’Kane’s ability to perform his role as a Non-Executive Director of the Company.

The Board considers that Mr Matthew O’Kane is an independent Director.

8.2 Disclosure of interests

Remuneration

Details of the Directors’ and Proposed Directors’ remuneration for the previous two completed and the current financial year (on an annualised basis) are set out in the table below:

Director	Remuneration for the year ended 2019	Remuneration for the year ended 2020	Proposed remuneration for year ending 20214
Directors
Collin Vost	$117,5001	$80,3002	$25,8003
Justin Vost	$34,955	$40,000	$45,300
Marcus Flis	$26,000	$22,550	$28,200

Notes:

Comprising $24,000 Directors fees and $93,500 paid to New York Securities Pty Ltd, of which Collin Vost is a director, for serviced offices, bookkeeping and capital raising services.
Comprising $24,000 Directors fees and $56,300 paid to New York Securities Pty Ltd, of which Collin Vost is a director, for services offices, bookkeeping and reimbursement of expenses paid on behalf of the Company.
Comprising cash salary and fees, superannuation and benefits.
These amounts are projected gross salary, fees, super for Collin Vost and Justin Vost until resignation and Marcus Flis until 30 June 2021.

Proposed Directors	Remuneration for the year ended 30 June 2019	Remuneration for the year ended 30 June 2020	Proposed remuneration per annum1
Robert Downey	Nil	Nil	$36,000
Matthew O’Kane	Nil	Nil	$36,000

Notes:

Comprising cash salary and fees, superannuation and benefits. This figure does not include any further bonuses that may be received by the Proposed Director. Refer to section 9.2 for further details regarding the agreements entered into by the Proposed Directors.

Interests in Securities

As at the date of this Prospectus

Directors are not required under the Company’s Constitution to hold any Shares to be eligible to act as a director. As at the date of this Prospectus, the Directors and Proposed Directors have relevant interests in securities as follows:

Director / Proposed Director	Shares	Options	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Collin Vost1	55,570,000	10,000,000	10.37%	11.31%
Justin Vost	19,362,223	7,000,0002	3.61%	4.55%
Marcus Flis	Nil	5,000,0003	0%	0.86%
Robert Downey	Nil	Nil	0%	0%
Matthew O’Kane	Nil	Nil	0%	0%

Notes:

Mr Collin Vost directly holds 500,000 Shares. New York Holdings Pty Ltd (as trustee for the CV Superannuation Fund) is an entity associated with Collin Vost and holds 55,070,000 Shares. New York Holdings Pty Ltd holds the unlisted Options being 5,000,000 unlisted Options exercisable at $0.01 each on or before 31 December 2022 and 5,000,000 unlisted Options exercisable at $0.01 each on or before 31 December 2023.
2,000,000 unlisted Options exercisable at $0.01 each on or before 31 December 2022 and 5,000,000 unlisted Options exercisable at $0.01 each on or before 31 December 2023.
Held by Marcus & Susan Flis as trustee for the M&S Superannuation Fund Trust (a fund of which Marcus Flis is a beneficiary).

Post-completion of the Offers

Director / Proposed Director	Shares	Options	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Collin Vost	83,105,0001	73,767,5002	5.35%	5.74%
Justin Vost	29,043,5563	61,840,6664	1.87%	3.33%
Marcus Flis	Nil	10,000,0005	0%	0.37%
Robert Downey	Nil	Nil	0%	0%

Director / Proposed Director	Shares	Options	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Matthew O’Kane	Nil	Nil	0%	0%

Notes:

Includes 55,570,000 Shares in which Collin Vost already has an interest, and New York Securities Pty Ltd subscribing for 27,535,000 Shortfall Shares pursuant to its sub-underwriting agreement with Westar Capital.
Includes 10,000,000 existing Options, New York Securities Pty Ltd being issued with 13,767,500 Options pursuant to its sub-underwriting agreement with Westar Capital and 50,000,000 Further Placement Options to be issued to Collin Vost subject to Shareholder approval at the General Meeting.
Includes 19,362,223 Shares in which Justin Vost already has an interest and Avost Holdings Pty Ltd subscribing for 9,681,333 Shortfall Shares pursuant to its sub-underwriting agreement with Westar Capital.
Includes 7,000,000 existing Options, Avost Holdings Pty Ltd being issued with 4,840,666 Options pursuant to its sub-underwriting agreement with Westar Capital and 50,000,000 Further Placement Options to be issued to Justin Vost subject to Shareholder approval at the General Meeting.
Includes 5,000,000 existing Options and 5,000,000 Further Placement Options to be issued to Marcus Flis subject to Shareholder approval at the General Meeting.

The Company’s 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 $250,000 per annum although may be varied by ordinary resolution of the Shareholders in 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.

8.3 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 9.2.

8.4 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 the 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 board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and 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. www.cervantescorp.com.au.

(b) Board of Directors

The Board is responsible for 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.

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;
(iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
(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 the 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 of Directors 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 (two non-executive Directors and one executive Director) of whom Marcus Flis is considered independent. Collin Vost and Justin Vost will be resigning as directors on completion of the Offers and Robert Downey and Matthew O’Kane will be appointed directors in their place. Both Mr Downey and Mr O’Kane will be considered independent directors. The Board considers the balance of skills and expertise of the directors to be appropriate given the Company for its currently planned level of activity.

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 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.

(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 decisionmaking 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 $250,000 per annum.

In addition, a Director may be paid fees or other amounts for example, and 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 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, the 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 will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to:

(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 and financial control system, risk management systems; and
(iv) management of the Company’s relationships with external auditors.

(k) Diversity policy

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, socioeconomic background, perspective and experience.

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.

9. MATERIAL CONTRACTS

Set out below is a brief summary of the 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 Securities.

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 in this light.

9.1 Capital raising agreements

9.1.1 Underwriting Agreement

The Company has entered into an underwriting agreement ( Underwriting Agreement ) with Westar Capital ( Underwriter ), pursuant to which Westar Capital has agreed to underwrite the Offers, the material terms and conditions of which are summarised below:

	Fees	Westar Capital will be paid the fee referred to below, being $201,991 (6% of the underwritten amount) (exclusive of GST). For the avoidance of doubt, this is the sole fee payable to Westar Capital for its lead manager and underwriting services.
	Termination Events	The Underwriter may terminate its obligations under the Underwriting Agreement if: (a) (Indices fall): the S&P ASX 200 Index is at any time after the date of the Underwriting Agreement, for a period of not less than 3 trading days, 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement; (b) (Prospectus): the Company does not lodge the Prospectus with ASIC on the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company; (c) (Supplementary Prospectus): (i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in item (m)(iv) below, forms the view on reasonable grounds that a Supplementary Prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a Supplementary Prospectus in such form and content and within such time as the Underwriter may reasonably require; or (ii) the Company lodges a Supplementary Prospectus without the prior written agreement of the Underwriter; (d) (Non-compliance with disclosure requirements): it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of:

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(e)

(f)

(g)

(h)

(i)

(j)

(k)

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and (ii) the rights and liabilities attaching to the Underwritten Securities;

( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of sections 710, 711 and 716 of the Corporations Act) or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;

( Restriction on issue ): the Company is prevented from issuing the Underwritten Securities within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;

( ASIC or other prosecution ): ASIC gives notice of any deficiency in the Prospectus or related documents or ASIC gives notice of an intention to hold a hearing, examination or investigation, or it requires information to be disclosed in connection with the Offer of the Company;

( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;

( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;

( Authorisation ): any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter;

( Event of Insolvency ): an Event of Insolvency occurs in respect of a Relevant Company;

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(l) ( Indictable offence ): a director or senior manager of a Relevant Company is charged with an indictable offence; or
(m) ( Termination Events ): subject always to the paragraph below, upon the occurrence of any of the following events: (i) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(iii) ( Contravention of constitution or Act ): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(iv) ( Adverse change ): an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company;
(v) ( Error in Due Diligence Results ): it transpires that any of the Due Diligence Results was false, misleading or deceptive or that there was an omission from them;
(vi) ( Significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(vii) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer;
(viii) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;
(ix) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt

any new, or any major change in, existing,
monetary, taxation, exchange or fiscal
policy;
(x)
(Prescribed Occurrence): a Prescribed
Occurrence occurs,;
(xi)
(Suspension
of
debt
payments):
the
Company suspends payment of its debts
generally;
(xii)
(Judgment against a Relevant Company): a
judgment in an amount exceeding $100,000
is obtained against a Relevant Company and
is not set aside or satisfied within 7 days;
(xiii)
(Litigation):
litigation,
arbitration,
administrative or industrial proceedings are
after the date of the Underwriting Agreement
commenced
against
any
Relevant
Company, which have real prospects of
resulting in a judgment against a Relevant
Company exceeding $100,000 other than
any claims foreshadowed in the Prospectus;
(xiv)
(Board
and
senior
management
composition): there is a change in the
composition of the Board or a change in the
senior management of the Company before
the date of issue of the Underwritten Securities
without the prior written consent of the
Underwriter;
(xv)
(Change in shareholdings): there is a material
change
in
the
major
or
controlling
shareholdings of a Relevant Company or a
takeover offer or scheme of arrangement
pursuant
to
Chapter
5
or
6
of
the
Corporations Act is publicly announced in
relation to a Relevant Company;
(xvi)
(Timetable): there is a delay in any specified
date in the Timetable which is greater than 3
Business Days and the Underwriter has not
given its prior written consent agreeing to a
delay exceeding 3 Business Days;
(xvii)
(Force Majeure): a Force Majeure affecting
the Company's business or any obligation
under the Agreement lasting in excess of 7
days occurs;
(xviii)
(Certain resolutions passed): a Relevant
Company passes or takes any steps to pass a
resolution under Section 254N, Section 257A
or Section 260B of the Corporations Act or a
resolution to amend its constitution without
the prior written consent of the Underwriter;
(xix)
(Capital Structure): any Relevant Company
alters its capital structure in any manner not
contemplated by the Offer;

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(xx)
(Breach of Material Contracts): any of the
Contracts is terminated or substantially
modified;
(xxi)
(Investigation): any person is appointed
under any legislation in respect of companies
to investigate the affairs of a Related
Company; or
(xxii)
(Market Conditions): a suspension or material
limitation in trading generally on ASX occurs
or any material adverse change or disruption
occurs in the existing financial markets,
political or economic conditions of Australia,
Japan, the United Kingdom, the United States
of America or other international financial
markets.
The events listed in item (m) do not entitle the Underwriter to
exercise its termination rights unless it has or is likely to have, or
those events together have, or could reasonably be expected
to have, a Material Adverse Effect (from the viewpoint of an
investor) or could give rise to a liability of the Underwriter under
the Corporations Act.

Conditions
and
Warranties

(a)
The obligations of the Underwriter are subject to and
conditional upon:
(i)
Shareholders approving at the General
Meeting, the issue of the Placement Shares,
Placement Options and Further Placement
Options, and any other matters as may be
required to undertake and complete the
Offer under and in accordance with the
requirements of the Corporations Act, the
Listing Rules and the Constitution; and
(ii)
ASX approval for all of the New Shares and
New Options to be granted official quotation
as set out in the Underwriting Agreement.
(b)
The Underwriting Agreement contains representations
and warranties from the Company to the Underwriter
considered standard for an agreement of this type.

Indemnity

The Company will indemnify and keep indemnified the
Underwriter and its directors, officers, employees and agents
(Related Parties) and hold them harmless from and against all
prosecutions, losses (including loss of profit or losses or costs
incurred in connection with any investigation, enquiry or
hearing by ASIC, ASX or any governmental authority or agency
but excluding indirect, special or consequential losses),
penalties, actions, suits, claims, costs (including legal costs on
a solicitor-and-own-client basis), demands and proceedings
(whether civil or criminal) (Liability) arising out of or in respect
of:
(a)
non-compliance by the Company with or breach of
any legal requirement or the Listing Rules in relation to
the Offer or any Prospectus;
(b)
any advertising by the Company of the Offer
(notwithstanding that the Underwriter may have

consented to it) or any documents in respect of the
Offer which accompany the Prospectus;
(c)
any
statement, misstatement,
misrepresentation,
non-disclosure, inaccuracy in or omission from the
Prospectus; or
(d)
any breach or failure by the Company to observe any
of the terms of the Underwriting Agreement.

Settlement

Immediately following the issue of the Shortfall Securities, the
Company and the Underwriter agree that the Company must:
(a)
pay the Vost Debt to New York Securities Pty Ltd (or its
nominee), but only to the extent that such debt has
not already been applied towards subscription for
securities under the Offer, in full and final satisfaction
of all amounts owing to Collin Vost and/or New York
Securities Pty Ltd under the Loan Agreement;
(b)
procure New York Securities Pty Ltd to discharge all of
the Vost Securities;
(c)
procure the appointments of:
(i)
Robert Downey and Matthew O’Kane as
directors of the Company (Non-Executive
Chairman
and
Non-Executive
Director
respectively); and
(ii)
Christopher Achurch as company secretary
of the Company,
subject to receiving their consents to act;
(d)
procure that each of Collin Vost and Justin Vost resign
as directors of the Company and Cervantes Gold Pty
Ltd, with each of them acknowledging they have no
claim against the Company or Cervantes Gold Pty Ltd
for loss of office or otherwise;
(e)
engage Justin Vost on a consultancy agreement for a
minimum period of 12 months and whereby he will be
paid a fee of $6,000 per month (gross); and
(f)
procure a change to the bank account signatories of
the Company to remove Collin Vost and Justin Vost as
signatories to the bank accounts and to appoint each
of Robert Downey, Matthew O’Kane and Christopher
Achurch as signatories.
For the purposes of the above:
(a)
Vost Debtmeans $370,000, which amount is owing by
the Company to New York Securities Pty Ltd (an entity
controlled by Collin Vost), pursuant to loan agreement
entered into between the Company and New York
Securities Pty Ltd dated 5 July 2019 (as varied); and
(b)
Vost Securitiesmeans the mortgages and other
securities over the assets of the Company as set out
below:
(i)
mining mortgage dated 28 August 2020
granted by Cervantes Gold Pty Ltd in favour
of New York Securities Pty Ltd in respect of
M59/2, M59/10, M59/235, M59/244, M59/396
and M59/663;

	(ii) general security over Cervantes Gold Pty Ltd in favour of New York Securities Pty Ltd with PPSR registration number 201912060052681; and (iii) general security over the Company in favour of New York Securities Pty Ltd with PPSR registration number 201912060052545.

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

9.1.2 Lead Manager Mandate

The Company has signed a mandate letter to engage Westar Capital to act as lead manager of the Offer ( Lead Manager Mandate ). The material terms and conditions of which are summarised below:

Fees

Under the terms of this engagement the Company will pay
Westar Capital:
(a)
a 6% capital raising fee on funds raised under the
Prospectus. Westar Capital will be responsible for
paying all capital raising fees that Westar Capital and
the Company agree with any other financial service
licensees; and
(b)
any reasonable disbursements and out of pocket
expenses. Westar Capital will not incur expenses in
excess of $2,000 without the Company’s prior written
approval.

Scope of work

Westar Capital will act as sole and exclusive lead manager
and underwriter to the Offers and will provide the Company
with all necessary assistance in managing and arranging the
Offers as is customary and appropriate in placements of the
nature of the Offers, including: developing and managing the
Offers timetable in conjunction with the Company, co-
ordinating
and
managing
the
Offers
generally
and
establishing and facilitating demand for securities under the
Offers.

Termination

The Company may terminate the Lead Manager Mandate if
Westar Capital fails to rectify any material breach of the Lead
Manager Mandate having been given 10 business days’
notice in writing by the Company of such breach occurring.
Westar Capital may terminate the Lead Manager Mandate at
any time if any of the following events occur:
(a)
the Australian equity capital market conditions are
such that they are not, in the bona fide judgement of
Westar, conducive to the successful completion of the
Westar Mandate or other events beyond the control
of Westar are so material and adverse as to make it
impracticable or inadvisable to proceed with the new
equity issue on the terms and in the manner
contemplated;
(b)
there is a material adverse effect including any
adverse change in the assets, liabilities, financial

position or prospects of the Company as disclosed to Westar, other than for the costs incurred by the Company in relation to the proposed Offers;

(c)

(d)

there is a false or a misleading statement, material omission or misrepresentation in the information supplied to Westar or the presentation materials; any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or the international financial markets, or any material adverse change occurs in national or international political, financial or economic conditions, in each case the effect of which is that, it is impractical to market the new issues or to enforce any contract to issue and allot the new shares or that the success of the new issues is likely to be adversely affected;

(e) there is introduced, or there is a public announcement of a proposal to introduce, into the parliament of Australia, a new law, or the Reserve Bank of Australia, any federal or state authority of Australia adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Westar Mandate), any of which does or is likely to prohibit or regulate financial institutions or credit providers, capital issues or stock markets.

(f) the Company defaults in relation to any material term of the Westar Mandate;

(g) any representations or warranties made by the Company are or become materially untrue;

(h) a director or proposed director of the Company is charged with an indictable offence or any director or proposed director of the Company is disqualified from managing a corporation under the Corporations Act;
(i) ASIC commences, or threatens to commence, a proceeding, hearing or investigation in relation to the Offers;
(j) any government agency (including ASIC) commences any public action, hearing or investigation against the Company or any of its directors in their capacity as a director of the Company or announces that it intends to take such action; or
(k) the conditions specified in section 1 of the Westar Mandate are not satisfied, or waived by Westar, by 30 June 2021.
Termination If the Company terminates the Lead Manager Mandate, or Fee Westar Capital terminates the Lead Manager for cause, if the Lead Manager Mandate is terminated prior to completion of the Offers, a termination fee of A$50,000 (plus GST) will be payable by the Company.

The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.1.3 Related Party Sub-Underwriting Agreements

Avost Holdings Pty Ltd (an entity associated with Director, Justin Vost) has entered into a sub-underwriting agreement with Westar Capital in relation to the Rights Issue Offer as follows:

Sub- underwriting	Avost Holdings Pty Ltd will priority sub-underwrite a maximum of 9,681,333 Shortfall Shares for a total of $29,044. Options will be issued free-attaching, on the basis of one (1) Option for every two (2) Shortfall Shares subscribed for and issued.
Fees	Avost Holdings Pty Ltd will be paid a sub-underwriting commission of 4% of the maximum total subscription amount paid by Avost Holdings Pty Ltd.
Termination Events	The sub-underwriting agreement has the same termination provisions as the Underwriting Agreement set out in Section 9.1.1.

New York Securities Pty Ltd (an entity associated with Director, Collin Vost) has entered into a sub-underwriting agreement with Westar Capital in relation to the Rights Issue Offer as follows:

Sub- underwriting	New York Securities Pty Ltd will priority sub-underwrite a maximum of 27,535,000 Shortfall Shares for a total of $82,605. Options will be issued free-attaching, on the basis of one (1) Option for every two (2) Shortfall Shares subscribed for and issued.
Fees	New York Securities Pty Ltd will be paid a sub-underwriting commission of 4% of the maximum total subscription amount paid by New York Securities Pty Ltd.
Termination Events	The sub-underwriting agreement has the same termination provisions as the Underwriting Agreement set out in Section 9.1.1.

9.1.4 Related Party Firm Commitment Letters – Option Placement Offer

Each of Collin Vost, Justin Vost and Marcus Flis (or entities associated with the Directors) have entered into firm commitment letters with Westar Capital in relation to Options being offered under the Option Placement Offer. The key terms are as follows:

Collin Vost	New York Securities Pty Ltd agrees to subscribe for 50,000,000 Options for a total consideration of $25,000.
Justin Vost	Avost Holdings Pty Ltd agrees to subscribe for 50,000,000 Options for a total consideration of $25,000.
Marcus Flis	M&S Flis Super Fund agrees to subscribe for 5,000,000 Options for a total consideration of $2,500.

Shareholder The allocation of the 105,000,000 Options amongst the approval Directors as set out above is subject to the Company obtaining Shareholder approval for the issue at the General Meeting.

9.2 Agreements with Directors and Proposed Directors

9.2.1 Consultancy Agreement – Justin Vost

Consultancy	Mr Vost will provide the Company with services on a non- exclusive basis as agreed between the Consultant and the Managing Director (or his/her nominee) from time to time.
Consultancy Fee	$6,000 (excluding GST) per calendar month.
Term	Subject to earlier termination of the Consultancy Agreement, the engagement is for a period of 12 months from the date Mr Vost’s resignation as a director of the Company (Term). The Term can be extended by mutual written agreement of the Company and Mr Vost.
Termination	Either Mr Vost or the Company may terminate the Consultancy Agreement at any time during the Term without reason by providing 3 months’ written notice to the other party. The Company may elect to pay the Consultant 3 months’ Consultancy Fee in lieu of 3 months’ notice.
Intellectual Property	All intellectual property rights or other subject matter which is created, developed or generated by Mr Vost in the course of the engagement under the Consultancy Agreement will vest in the Company upon creation and Mr Vost will have no claim to or interest of any nature in such intellectual property.

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

9.2.2 Non-Execuitve Director Appointment Letter – Marcus Flis

Marcus Flis has entered into an appointment letter with the Company to act in the capacity of Non-Executive Director.

Mr Flis will receive remuneration of $36,000 per annum pursuant to his appointment letter.

9.2.3 Non-executive Director appointments

Robert Downey and Matthew O’Kane have entered into appointment letters with the Company to act in the capacity of Non-Executive Chairman and NonExecutive Director respectively.

These Directors will receive the remuneration set out in Section 8.2.

9.2.4 Deeds of indemnity, insurance and access

The Company will enter into a deed of indemnity, insurance and access with Marcus Flis and each of the Proposed Directors Under these deeds, the Company

will agree 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.

9.3 Loan Agreement and Security Deed with New York Securities Pty Ltd

Pursuant to a loan agreement dated 5 July 2019, New York Securities Pty Ltd (ACN 111 049 800) ( NYS ) agreed to provide a loan of $286,507 to the Company ( Loan Agreement ). The Loan Agreement was varied on 6 May 2020 and 15 September 2020 such that the terms and conditions are as follows:

Loan Amount $370,000 (consisting of $286,507 originally extended under the Loan Agreement plus any additional amount lent to or paid on behalf of the company after 5 July 2019 (up to an aggregate maximum of $350,000 inclusive of amounts already lent or paid) and any capitalised interest). Security The Loan Amount is secured by a first-ranking security interest over all of the Company’s present and after-acquired property whether real or personal and includes anything in respect of which the Company has at any time a sufficient right, interest or power to grant a security over. Repayment The Loan Amount must be repaid by 5 July 2022. Date Interest The interest rate on the Loan Amount is 7% per annum and the Company must pay the interest on the Loan Amount monthly in arrears from 5 January 2020 until the Loan Amount has been repaid in full.

The Loan Agreement otherwise contains events of default, warranties, indemnities and negative pledges considered standard for an agreement of this nature.

The Company and NYS entered into a security interest deed on 5 July 2019 to document the terms of the security provided by the Company as required under the Loan Agreement. The key terms are as follows:

Security Interest	In consideration for NYS providing the Company with the loan the subject of the Loan Agreement, the Company has granted NYS a first ranking security interest in the Collateral to secure payment of all moneys owing under the Loan Agreement.
Collateral	All of the Company’s present and after-acquired property whether real or personal and includes anything in respect of which the Company has at any time a sufficient right, interest or power to grant a PPS Security Interest or a Non-PPS Security Interest.
Operation	The first ranking security interest operates as a fixed mortgage over all freehold and leasehold property or any other interest in land or real property, collateral securities, insurance, debts (except revolving assets) and documents and agreement.

Personal NYS has a registered security interest over all present and after- Property acquired property (no exceptions) of the Company and Securities Cervantes Gold Pty Ltd. Register

On 28 August 2020, Cervantes Gold Pty Ltd ( Cervantes Gold ) granted NYS a mortgage under the Mining Act 1978 (WA) on the following terms:

Mortgage

Cervantes Gold, as the sole legal and beneficial owner of the
Mortgaged Property, mortgages to NYS, as a first ranking
mortgage over the Mortgaged Property, all the right, title and
interest of Cervantes Gold in the Mortgaged Property by way
of security over the secured money under the Loan
Agreement.

Mortgaged
Property

Mortgaged Property means all right, title and interest of
Cervantes Gold in:
(a)
each of the Tenements (set out below);
(b)
all ores and minerals from time to time recovered from
the Tenements including without limitation any
stockpiles of ore and any mineral products from time
to time derived after treatment or refining of any ores
or other materials recovered from a Tenement;
(c)
including all buildings, improvements, machinery,
infrastructure and appliances in or upon the land
comprised in each and any such Tenements; and
(d)
all the mining information in relation to a Tenement.
For these purposes, the Tenements are:
(a)
M59/2;
(b)
M59/10;
(c)
M59/235;
(d)
M59/244;
(e)
M59396;
(f)
M59/663;
(g)
Any
extension,
renewals,
consolidations,
replacements or amendments to or grants to the
above-listed tenements and all rights associated with
each of those tenements including the right to treat
mineral bearing material located in the tenements;
and
(h)
any mining tenement issued in renewal, extension,
modification, substitution, amalgamation, variation or
replacement of or issued over any part of the same
ground as any of the above-mentioned tenements
(whether extending over the same or a greater or
lesser area) including upon a consolidation or
subdivision of any of those tenements.

Guarantee

Cervantes Gold unconditionally and irrevocably guarantees
payment by the Company to NYS of the secured money and
performance of the obligations under the Loan Agreement
and Mortgage.

Tenements

From execution of the Mortgage until discharge of the
Mortgage, Cervantes Gold must not, without NYS’s prior written
consent:
(a)
create, purport or attempt to create or permit to exist
any
encumbrance
however ranking
over
the
Mortgaged Property; or
(b)
sell, convey, assign, transfer, lease, surrender, forfeit or
otherwise dispose or part with possession of, make any
bailment over, grant any option over or create or
permit to exist any other interest in any part of the
Mortgaged Property while such part of the Mortgage
Property is subject to the Mortgage.

The Mortgage otherwise contains events of default, indemnities, powers of the and mortgagee considered standard for an agreement of this nature.

9.4 Loan Agreement with Global Oil and Gas Limited and Assignment of Loan to Bath Resources Pty Ltd

Pursuant to a loan agreement dated 23 July 2012, Baraka Energy & Resources Ltd (ACN 112 893 491) ( BKP ), now known as Global Oil and Gas Limited ( Global Oil and Gas ) agreed to provide loans to the Company as and when required at its discretion ( Loan Agreement ). The Loan Agreement was amended on 2 August 2018 by letter agreement ( Letter Agreement ) such that the terms and conditions are as follows:

Loan Amount	The amount of the loan outstanding is $900,000.
Security	By way of the Commercial Secured Loan Agreement dated on or about August 2012 between Goldfleet Enterprises Pty Ltd (a wholly owned subsidiary of BKP, Consolidated Iron Sands Limited and Luzon Iron Development Group Corp (Luzon Iron), BKP held certain rights in respect of the Iron Sands Project (a project consisting of two exploration permits located in Northern Philippines held by Luzon Iron.
Repayment Date	The Loan Amount outstanding shall be repaid in whole or part (at the election of Global Oil and Gas) by the Company on the Repayment Date. The Repayment Date means: (a) the date that is at least 2 years from the date on which Global Oil and Gas provides written notice to the Company that the loan must be repaid, or such later date as Global Oil and Gas agrees; and (b) in the event that 50% or more of the loan outstanding as at the date of the written notice referred to above has been repaid within 2 years of the date of that written notice, the Company may elect to extend the repayment date by a further 12 months on the same terms and conditions as set out in the Letter Agreement by paying Global Oil and Gas an extension fee of $25,000 (exclusive of GST).
Interest	No interest is payable in respect of the loan the subject of the agreement, including without limitation, in respect of all amounts outstanding prior to the date of the Letter Agreement.

Pursuant to a deed between Global Oil and Gas, the Company and Bath Resources Pty Ltd (ACN 643 937 713) ( Bath Resources ) dated 15 April 2021, Global Oil and Gas agreed to assign all of the rights title and interest in the Loan Amount to Bath Resources on the following terms and conditions:

Deposit	On 15 April 2021, Bath Resources paid Global Oil and Gas a deposit of $35,000.
Consideration	On the date on that the Company’s securities are reinstated to quotation on the ASX following recapitalisation of the Company (Settlement Date), Bath Resources will pay Global Oil and Gas the consideration ($450,000) less the deposit ($35,000) being $415,000 for the assignment of the $900,000 owing by the Company to Global Oil and Gas under the Loan Agreement (as amended) (Debt). If the Settlement Date does not occur by 31 May 2021, the deed will terminate and will be of no force and effect.
Assignment	On the Settlement Date, the Global Oil and Gas transfers and assigns to Bath Resources absolutely all the respective rights, title and interest of Global Oil and Gas in and to the Debt.
Consent to Assignment	The Company consents to the assignment and, in all other respects, confirms and ratifies: (a) its obligations in respect of the loan and under the Loan Agreement; (b) that is obligated to pay the Debt to Bath Resources in accordance with the Loan Agreement (as amended).
Repayment	Bath Resources and the Company agree that: (a) Bath Resources will forbear the Debt for a period of 12 months from the Settlement Date; and (b) they will negotiate in good faith the terms of the repayment of the Debt during this 12 month period.

10. ADDITIONAL INFORMATION

10.1 Continuous Disclosure Obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is 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 Company’s securities.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Not all information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in Section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

15/04/2021	Letter to Shareholders
15/04/2021	Notice of General Meeting / Proxy Form
01/04/2021	Supplementary Prospectus

01/04/2021	Capital Raisings and Recapitalisation Proposal
15/03/2021	Half Year Accounts
26/02/2021	Extension of Rights Issue and Shortfall Offer
17/02/2021	Primrose Gold Update
29/01/2021	Quarterly Activities and Cashflow Report
25/01/2021	Prospectus and Entitlement Forms despatched
18/01/2021	Despatch of Letters to Eligible and Ineligible Shareholders
18/01/2021	Proposed issue of Securities-CVS
18/01/2021	Proposed issue of Securities-CVS
18/01/2021	Prospectus
15/01/2021	Non-Renounceable Rights Issue and Shortfall Offer
13/01/2021	Successful completion of drilling at Primrose
10/12/2020	Change of Director's Interest Notice
10/12/2020	Change of Director's Interest Notice
10/12/2020	Change of Director's Interest Notice
10/12/2020	Appendix 3G-Issue of Options
30/11/2020	Results of Meeting
30/10/2020	Quarterly Activities and Cashflow Report
28/10/2020	Annual Report to shareholders

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

10.2 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.

10.3 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 him, or in respect of which he is 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 calculation 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 as 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 he considers 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.

(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.

10.4 Terms and Conditions of Options offered under the Offers

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph 10.4(j), the amount payable upon exercise of each Option will be $0.01 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) 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

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and 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 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

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 10.4(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 of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX 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.

10.5 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 the 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 Offers; or
(c) the Offers,

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 Offers.

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 the ASIC, any interest in:

(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 Offers; or
(f) the Offers,

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 Offers.

Phil Jones Pty Ltd has acted as Independent Technical Expert and has prepared the Independent Technical Report which is included in Annexure A. The Company estimates it will pay Phil Jones Pty Ltd a total of $2,400 (excluding GST)

for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Phil Jones Pty Ltd has received $13,635.58 in fees from the Company.

Rothsay Auditing has acted as Investigating Accountant and has prepared the Independent Limited Assurance Report which is included in Annexure C. The Company estimates it will pay Rothsay Auditing a total of $8,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Rothsay Auditing has received $24,915 in fees from the Company for audit services.

Westar Capital has acted as Lead Manager and Underwriter to the Offers and will receive 6% of the total amount raised under the Prospectus (plus GST) following the successful completion of the Offers for its services as Underwriter. Further details in respect to the Underwriting Agreement and Lead Manager Mandate with Westar Capital are summarised in Section 9.1. During the 24 months preceding lodgement of this Prospectus with the ASIC, Westar Capital has not received fees from the Company for any other services.

Steinepreis Paganin has acted as the Australian legal advisers to the Company in relation to the Offers. The Company estimates it will pay Steinepreis Paganin $80,000 (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 the ASIC, Steinepreis Paganin has received $19,341.13 in legal fees from the Company.

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 persons named in the Prospectus with their consent as proposed 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
(c) has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Phil Jones Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus and the inclusion of the Independent Geologist’s Report in Annexure A, in the form and context in which the report is included.

Rothsay Auditing has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Independent Limited

Assurance Report in Annexure C in the form and context in which the information and report is included.

Rothsay Auditing has given its written consent to being named as auditor of the Company in this Prospectus and the inclusion of the audited financial information of the Company contained in the Independent Limited Assurance Report, included in Annexure C to this Prospectus in the form and context in which it appears.

Steinepreis Paganin has given its written consent to being named as the Australian 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 Annexure B in the form and context in which the report is included.

Westar Capital has given its written consent to being named as Lead Manager and Underwriter to the Company in this Prospectus.

Advanced Share Registry has given its written consent to being named as the share registry to the Company in this Prospectus.

Matthew O’Kane and Robert Downey have given their written consent to being named as Proposed Directors in this Prospectus.

10.8 Expenses of the Offers

The total expenses of the Offers (excluding GST) are estimated to be approximately $337,000 and are expected to be applied towards the items set out in the table below:

Item of Expenditure	($)
ASIC fees	3,206
ASX fees	26,937
Underwriter/Lead Manager Fees	201,991
Legal Fees	80,000
Independent Technical Expert’s Fees	2,400
Investigating Accountant’s Fees	8,000
Printing, Distribution and Miscellaneous	14,466
TOTAL	337,000

11. DIRECTORS’ AUTHORISATION

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 and Proposed Director has consented to the lodgement of this Prospectus with the ASIC.

Collin Vost Chairman and Managing Director For and on behalf of Cervantes Corporation Ltd

12. GLOSSARY

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

$ means an Australian dollar.

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

ASIC means 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.

Business Days 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.

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 in the Key Offer Information Section (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or CVS or Cervantes means Cervantes Corporation Ltd (ACN 097 982 235).

Condition has the meaning set out in Section 4.8.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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

Eligible Shareholder means a Shareholder as at the Record Date who is eligible to participate in the Rights Issue Offer.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Rights Issue Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Exercise Period has the meaning given in Section 10.4.

Exercise Price has the meaning given in Section 10.4.

Expiry Date has the meaning given in Section 10.4.

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

JORC Code has the meaning given in the Important Notice Section.

Lead Manager means Westar Capital Limited (ACN 009 372 838).

Lead Manager Mandate means the agreement with the Lead Manager summarised in Section 9.1.2.

Notice of Exercise has the meaning given in Section 10.4.

Offers means the Rights Issue Offer, Placement Offer and the Option Placement Offer the subject of this Prospectus, or any one of them.

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.

Primrose Project or Project means the Company’s 100% owned project in Paynes Find, that is further described in Section 5.2 and the Independent Technical Report at Annexure A.

Proposed Directors means Robert Downey and Matthew O’Kane.

Prospectus means this prospectus.

Recommendations has the meaning set out in Section 8.4.

Record Date means the date specified in the timetable set out at Section 2.

Section means a Section of this Prospectus.

Securities means Shares and/or Options.

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

Shareholder means a holder of Shares.

Shortfall Offer means the offer of the Shortfall Securities on the terms and conditions set out in Section 4.1.4.

Shortfall Securities means those Securities not applied for under the Offer (if any) and offered pursuant to the Shortfall Offer.

Tenements means the mining tenements in which the Company has an interest as described in the Independent Geologist’s Report at Annexure A and the Solicitor’s Tenement Report at Annexure B or any one of them as the context requires.

Underwriter means Wester Capital Limited.

Underwriting Agreement means the agreement with the underwriter summarised in Section 9.1.1.

Westar Capital means Westar Capital Limited.

WST means Western Standard Time as observed in Perth, Western Australia.

ANNEXURE A – INDE PENDENT TECHNICAL RE PORT

CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

PHIL JONES – GEOLOGIST ABN: 25 116 285 896 4 Buchan Place Hillarys WA 6025 Phone 0409030434 Email [email protected]

==> picture [253 x 188] intentionally omitted <==

INDEPENDENT TECHNICAL REPORT

for

CERVANTES CORPORATION LIMITED

Qualified Person: Phil Jones, MAusIMM, MAIG

Effective Date: 15[th] April, 2021

ITR - Cervantes - FINAL (15 04 21)(2656393.3).docx

CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

EXECUTIVE SUMMARY

Phil Jones has been commissioned by Cervantes Corpora�on Limited (“Cervantes” or “the Company”) to provide a Technical Assessment Report (“Report” or “ITAR”) on Cervantes’s mineral assets for inclusion in a prospectus to be issued by the Company for a public offer of up to 1,018 million shares at an issue price of $0.003 each and a placement of 625 million op�ons at an issue price of $0.0005 each to raise up to a total of $3.36 million (“Prospectus”).

This report has been prepared as a public document, in the format of an independent specialist’s report and in accordance with the guidelines of the Australasian Code for Public Repor�ng of Technical Assessments and Valua�ons of Mineral Assets – the 2015 VALMIN Code and the Australasian Code for Repor�ng of Explora�on Results, Mineral Resources and Ore Reserves – the 2012 JORC Code.

This report is a technical review of the Company’s Primrose Gold Project at Paynes Find (refer Table 1) which consist of explora�on tenements and tenement applica�ons at Paynes Find in the Yalgoo region of Western Australia. This report has been prepared on the basis of data and reports supplied by Cervantes, publicly available historic explora�on reports (WAMEX) and on geological publica�ons from the GSWA.

Cervantes are proposing to raise funds primarily to explore for gold with the inten�on, if the explora�on programs are successful, of eventually developing mineable mineral resources subsequently moving into produc�on at their projects.

Cervantes Corpora�on Limited is an explora�on company primarily focused on gold explora�on and development at Paynes Find where it either holds, or applied for, 18 tenements over 7.70 km[2] .

Table 1 presents a summary of Cervantes’s tenements Figure 1 illustrates the loca�on of the projects.

Table 1: Summary of Cervantes Corporation’s tenements constituting the Primrose Gold project at Paynes Find.

Tenement ID	Type	Status	Expiry Date	Area Hectares
L 59/184	Miscellaneous Licence	Live	15-10-2041	4.2316
M 59/2	Mining Lease	Live	30-08-2025	4.95
M 59/10	Mining Lease	Live	22-10-2026	24.275
M 59/235	Mining Lease	Live	03-11-2033	6.004
M 59/244	Mining Lease	Live	23-01-2034	91.115
M 59/396	Mining Lease	Live	22-07-2038	4.0495
M 59/662	Mining Lease	Live	26-10-2030	38.95
M 59/663	Mining Lease	Live	26-10-2030	13.6382
P 59/2076	Prospecting Licence	Live	23-03-2024	15.00
P 59/2094	Prospecting Licence	Live	18-07-2024	50.5178
P 59/2130	Prospecting Licence	Live	10-04-2021	7.00
P 59/2151	Prospecting Licence	Live	24-01-2022	0.58
P 59/2152	Prospecting Licence	Live	24-01-2022	0.12
P 59/2153	Prospecting Licence	Live	24-01-2022	6.91
P 59/2159	Prospecting Licence	Live	27-05-2022	183.53
P 59/2160	Prospecting Licence	Live	27-05-2022	127.02
P 59/2161	Prospecting Licence	Live	27-05-2022	117.91
P 59/2174	Prospecting Licence	Live	12-11-2022	78.39

ITR - Cervantes - FINAL (15 04 21)(2656393.3).docx

CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

Tenement ID	Type	Status	Expiry Date	Area Hectares
			Total	774.1911
			Total ML & PL	769.9595

ac�vity on the field since 1911, with increased ac�vity in the late 1930’s. At this �me around 500 people were prospec�ng or mining gold in the area. Reports up to World War Two indicate it was a rich field. Between 1911-1982 69,000 tonnes of ore had been mined for 63,000 oz of gold averaging 25 g/t.

along the eastern contact of the Paynes Find greenstone belt. Gold mineralisa�on, some of which is quite coarse grained, occurs in a system of len�cular quartz veins, arranged en echelon, which intrude the generally north-northwesterly striking Paynes Find Shear Zone along the granite-greenstone contact. Cross-cu�ng younger pegma�tes are common.

The Cervantes tenement por�olio at Paynes Find includes a range of projects from “grass-roots” explora�on projects to more advanced explora�on projects previously tested by drilling and been previously mined at a small scale. The Blue Heaven and Pansy Pit projects are well advanced with extensive work completed by earlier explorers while the Primrose Shear and base metal explora�on fall into the grass roots category.

The substan�al amount of explora�on and exploratory drilling by previous tenement holders and Cervantes has provided Cervantes with well-defined targets and a strong basis for planning future work at these projects.

The Carna�on and Blue Bell prospects are to the north of the project area while the Pansy is at the southern end of the Primrose Shear. The Primrose Shear is es�mated to be at least 4 km long and strikes from north to south along the en�re Project area and is a high-value target for future explora�on warran�ng substan�al further geological explora�on including RC and diamond drilling.

The author is of the opinion that the proposed budget of $1.082 million (minimum) for the recommended explora�on program is reasonable and adequate to achieve Cervantes’ planned explora�on ac�vi�es discussed in this report and the planned work is technically sound.

III

ITR - Cervantes - FINAL (15 04 21)(2656393.3).docx

CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

==> picture [309 x 387] intentionally omitted <==

Figure 1: Location of the Cervantes Paynes Find project.

spend between approximately A$1.082 million on the Primrose Gold Project over the next 2 years. The planned explora�on includes mapping, surface geochemistry, geophysics, and drilling.

The author has reviewed the proposed explora�on program and budget and is of the opinion that the proposed work program is appropriate and that the budget is sufficient to complete the work and advance the project. Should the capital raising be successful, Phil Jones considers that the Company will have sufficient working capital to carry out its stated objec�ves, maintain the tenements in good standing by mee�ng or exceeding tenement expenditure commitments and also sa�sfy the requirements of the ASX Lis�ng Rules.

ITR - Cervantes - FINAL (15 04 21)(2656393.3).docx

CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

EXECUTIVE SUMMARY ........................................................................................................................................... II
1 INTRODUCTION .............................................................................................................................................. 7
1.1 Context, Scope and Terms of Reference ....................................................................................................... 7
1.2 Principal Sources of Information and Reliance on Other Experts ................................................................. 8
1.3 Author of the Report ..................................................................................................................................... 8
1.4 Independence ............................................................................................................................................... 8
1.5 Declarations .................................................................................................................................................. 9
1.5.1 Purpose of this document ................................................................................................................... 9
1.5.2 Competent Person’s Statement .......................................................................................................... 9
1.5.3 Site Inspection .................................................................................................................................... 9
1.5.4 Units & List of Abbreviations .............................................................................................................. 9
1.5.5 Statements attributable to third parties........................................................................................... 10
2 PROJECT OVERVIEW ..................................................................................................................................... 10
2.1 Primrose Gold Project ................................................................................................................................. 10
2.1.1 Location and Tenure ......................................................................................................................... 10
2.1.2 Climate, Topography and Physiology ................................................................................................ 13
3 GEOLOGY ..................................................................................................................................................... 13
3.1 Regional Geology ........................................................................................................................................ 13
3.2 Local Geology and Mineralisation ............................................................................................................... 14
4 PREVIOUS EXPLORATION ............................................................................................................................. 17
5 EXPLORATION TARGETS ............................................................................................................................... 18
5.1 Blue Heaven ................................................................................................................................................ 19
5.2 Pansy Pit ...................................................................................................................................................... 19
5.3 Primrose Shear ............................................................................................................................................ 20
5.4 Nickel Sulphide - Copper - PGE Exploration Potential ................................................................................. 20
6 DRILLING ...................................................................................................................................................... 22
6.1 Blue Heaven ................................................................................................................................................ 22
6.1.1 Hole Collar Surveys ........................................................................................................................... 25
6.2 Pansy Pit ...................................................................................................................................................... 25
7 SAMPLING .................................................................................................................................................... 28
7.1 RC Sampling ................................................................................................................................................. 28
7.2 Core Sampling ............................................................................................................................................. 29
8 CHEMICAL ANALYSES .................................................................................................................................. 29
9 BULK DENSITY .............................................................................................................................................. 29
10 UNDERGROUND SAMPLING ......................................................................................................................... 29
11 TENURE AND ENVIRONMENTAL OBLIGATIONS ............................................................................................ 30
11.1 Native Title .................................................................................................................................................. 31
12 RISKS ............................................................................................................................................................ 31
13 PROPOSED BUDGET AND USE OF FUNDS ..................................................................................................... 32
13.1 Discussion .................................................................................................................................................... 33
14 SELECTED REFERENCES ................................................................................................................................. 34
15 GLOSSARY .................................................................................................................................................... 35

ITR - Cervantes - FINAL (15 04 21)(2656393.3).docx

CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

16 APPENDIX 1: SUMMARY OF TENEMENTS AS AT 1 MARCH 2021 .................................................................. 36
17 APPENDIX 2: JORC CODE TABLE 1 FOR EXPLORATION RESULTS .................................................................... 37
17.1 Section 1 Sampling Techniques and Data ................................................................................................... 37
17.2 Section 2 Reporting of Exploration Results ................................................................................................. 40
17.3 Section 3 Estimation and Reporting of Mineral Resources ......................................................................... 42
18 APPENDIX 3: CERVANTES DRILLING. ............................................................................................................. 43
Figures
Figure 1: Location of the Cervantes Paynes Find project. ........................................................................................... IV
Figure 2: Location of Primrose Gold Project. ............................................................................................................. 11
Figure 3: Primrose Gold Project tenements configuration. (after GoogleEarth) ....................................................... 12
Figure 4: Regional bedrock geology. (after Ninghan sheet 1:250,000) ...................................................................... 14
Figure 5: Local geology showing Primrose Gold Project tenements. ......................................................................... 16
Figure 6: Schematic representation of mineralised structures. ................................................................................. 17
Figure 7: Target areas for drilling at Pansy Pit. (after Fitton) ..................................................................................... 20
Figure 8: Aeromagnetics high (red) corresponding with ultramafics. ........................................................................ 21
Figure 9: Lode lines at Blue Heaven with drill collar and underground sampling locations. ..................................... 23
Figure 10: Paynes Find Gold Ltd Phase 1 drilling results. ........................................................................................... 24
Figure 11: Paynes Find Gold Ltd Phase 2 drilling results. ........................................................................................... 25
Figure 12: RC drill hole locations, Pansy Pit, Primrose Gold Project. ......................................................................... 26
Figure 13: Geological cross section. The location of the cross section is indicated in Figure 12. ............................. 28
Figure 14: Typical mine sampling long section - Romes Line. (after Falcon Australia Ltd, 1987) .............................. 30
Figure 15: 3D perspective view of digitised Falcon Australia Ltd mine surveys along lodes. .................................... 30

Tables Table 1: Summary of Cervantes Corporation’s tenements constituting the Primrose Gold project at Paynes Find. .. II Table 2: Cervantes Primrose Gold Project tenement summary. ................................................................................ 11 Table 3: Exploration summary. ................................................................................................................................... 18 Table 4: Drill holes used for Exploration Target modelling. ....................................................................................... 22 Table 5 Examples of coarse gold evident from assay repeatability ........................................................................... 22 Table 6: Notable assay results, where interval >1.0 g/t Au, from Cervantes 2020 drilling at Pansy Pit. ................... 26 Table 7: Sample statistics for underground samples. ................................................................................................ 29 Table 8: Proposed expenditure for Cervantes. (Source: Cervantes) .......................................................................... 32

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1 INTRODUCTION

1.1 Context, Scope and Terms of Reference

Phil Jones has been commissioned by Cervantes Corpora�on Limited (“Cervantes” or “the Company”) to provide a Technical Assessment Report (Report or ITAR) on Cervantes’s mineral assets for inclusion in the Prospectus.

This report is a technical review of the Company’s mineral project (refer Table 1) which consist of explora�on tenements and tenement applica�ons cons�tu�ng the Primrose Gold Project at Paynes Find in the Murchison region in the mid-west of Western Australia. This report has been prepared on the basis of data and reports supplied by Cervantes, publicly available historic explora�on reports (WAMEX) and on geological publica�ons from the GSWA.

The Company is a gold focussed explorer that are planning to discover and develop gold deposits to be eventually mined at Paynes Find in Western Australia.

The Company’s strategy is focused ini�ally on developing the remnant ore at the base of the previously mined open pit at Pansy while confirming and extending the previous explora�on at Carna�on and Bluebell while carrying out grass roots explora�on for gold and base metals elsewhere on the tenements by:

Compiling and verifying historic explora�on data
Detailed mapping of the geology and taking geochemical samples
Progressive drilling with the aim of delimi�ng and repor�ng new resources that comply with the JORC Code (2012).

This ITAR has been prepared in accordance with the Australasian Code for Repor�ng of Explora�on Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edi�on) and the VALMIN Code.

The VALMIN Code is the Code and Guidelines for Technical Assessment and Valua�on of Mineral and Petroleum Assets and Securi�es for Independent Expert Reports. This report is a Technical Assessment Report as defined by the VALMIN Code.

This ITAR has also been prepared in accordance with the requirements of the Australian Securi�es and Investments Commission Regulatory Guides 111 and 112 (ASIC, 2011).

In preparing this ITAR, Phil Jones has:

relied on the accuracy and completeness of the data provided to it by Cervantes, and that Cervantes has made Phil Jones aware of all material informa�on in rela�on to the projects;
relied on Cervantes’s representa�on that it will hold adequate security of tenure for explora�on and assessment of the projects to proceed and an Independent Solicitor’s Report (that appears elsewhere in the Prospectus and which provides a detailed discussion of the Company’s tenements);
Jones in respect of preparing the Report against any and all losses, claims, damages and liabili�es to which Phil Jones or its associates may become subject under any applicable law or otherwise arising from the prepara�on of the Report to the extent that such loss, claim, damage or liability is a direct

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misleading informa�on, or Cervantes, or its directors or officers knowingly withholding material informa�on; and

required that Cervantes would compensate Phil Jones for any consequen�al extension of workload through queries, ques�ons, or public hearings arising from the reports, other than by reason of Phil Jones’s negligence.

1.2 Principal Sources of Information and Reliance on Other Experts

Phil Jones has based its review of the Projects on informa�on made available to the author by Cervantes along with technical reports prepared by consultants, government agencies and previous tenements holders, and other relevant published and unpublished data. Phil Jones has also relied upon discussions with Cervantes’s management for informa�on contained within this assessment.

Mr. Phil Jones has visited the projects and is familiar with their geology and has worked on similar projects in the past. This report has been based upon informa�on available up to and including 15 April 2021.

and completeness of the technical data upon which this report is based. Unless otherwise stated, informa�on and data contained in this technical report or used in its prepara�on has been provided by Cervantes in the form of documenta�on.

omissions prior to its lodgement.

Descrip�ons of the mineral tenure; tenure agreements, encumbrances and environmental liabili�es will be included in the Solicitor’s Reports (provided elsewhere in this Prospectus). Cervantes has warranted to Phil Jones that the informa�on provided for prepara�on of this report correctly represents all material informa�on relevant to the Project.

1.3 Author of the Report

Mr Phillip A. Jones, BAppSc (App. Geol), is a mining industry consultant headquartered in Perth, Western Australia. Phil Jones provides geological, resource, mining, management and corporate consul�ng services to the interna�onal resources sector and has done so for more than 40 years and is a Member of the Australasian Ins�tute of Mining and Metallurgy and the Australian Ins�tute of Geoscien�sts. He has experience in explora�on, prospect evalua�on, project development, open pit and underground mining and management roles. Mr Jones has worked in a wide variety of commodi�es including gold, uranium, iron ore, phosphate, copper, lead, zinc, silver, nickel and silica in Australia, China, Kyrgyzstan, Indonesia, New Zealand, Malaysia, Papua New Guinea and Africa.

1.4 Independence

Phil Jones does not nor has had previously, any material interest in Cervantes or the mineral proper�es in which Cervantes has an interest. Phil Jones’s rela�onship with Cervantes is solely one of professional associa�on between client and independent consultant.

Phil Jones is an independent geological consultancy. Fees are being charged to Cervantes at a commercial rate for the prepara�on of this report, the payment of which is not con�ngent upon the conclusions of the report.

of Cervantes. No member or employee of Phil Jones has, or has had, any shareholding in Cervantes.

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There is no agreement or understanding between Phil Jones and Cervantes as to Cervantes providing further work for Phil Jones.

1.5 Declarations

1.5.1 Purpose of this document

purpose is to provide an ITAR on Cervantes’s Paynes Find mineral assets for inclusion in the Prospectus.

This report describes the Paynes Find tenements held by Cervantes in Western Australia. This report provides an independent review of this prospec�ve gold explora�on property. The geology and mineralisa�on for this project is discussed in detail as well as the explora�on work done to date and the results obtained from this work to provide a view of their prospec�vity. A summary of the planned explora�on on this property is also included. No valua�on has been requested or completed for the Project.

The report is to be included in its en�rety within the Prospectus to be prepared by Cervantes as part of the condi�ons to ASX reinsta�ng the Company’s ASX’s securi�es to official quota�on. It is not intended to serve any purpose beyond that stated and should not be relied upon for any other purpose.

The statements and opinions contained in this report are given in good faith and in the belief that they are not false or misleading. The conclusions are based on the reference date of 1 March 2021 and could alter over �me depending on explora�on results, mineral prices and other relevant market factors.

1.5.2 Competent Person’s Statement

The informa�on in this report that relates to Technical Assessment of the Mineral Assets, Explora�on Targets, or Explora�on Results is based on informa�on compiled and conclusions derived by Mr Phil Jones, a Competent Person, who is a Member the Australasian Ins�tute Mining and Metallurgy and the Australian Ins�tute of Geoscien�sts.

Phil Jones is employed by Phil Jones Pty Ltd. Phil Jones’s rela�onship with Cervantes is solely one of professional associa�on between client and independent consultant.

under considera�on, the style of mineralisa�on and types of deposit under considera�on and to the ac�vity being undertaken to qualify as a Prac��oner as defined in the 2015 edi�on of the ‘Australasian Code for the public repor�ng of technical assessments and Valua�ons of Mineral Assets’, and as a Competent Person as defined in the 2012 Edi�on of the ‘Australasian Code for Repor�ng of Explora�on Results, Mineral Resources and Ore Reserves’. Mr Jones consents to the inclusion in the report of the maters based on his informa�on in the form and context in which it appears.

1.5.3 Site Inspection

Mr. Phil Jones has visited the Primrose Gold Project several �mes within the previous three years and is familiar with the project’s geology as well as having worked on similar projects in the past.

1.5.4 Units & List of Abbreviations

All units are reported in the Système Interna�onale d’Unités (SI) as u�lised by the interna�onal mining industries, including: metric tonnes (tons, t), million metric tonnes (Mt), kilograms (kg) and grams (g) for weight; kilometres (km), metres (m), cen�metres (cm), millimetres (mm) or microns (μm) for distance; cubic metres (m³), litres (l), millilitres (ml) or cubic cen�metres (cm³) for volume; square kilometres (km²) or hectares (ha) for area; degrees Celsius (°C) for temperature; weight percent (wt %) for metal grades;

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parts per million (ppm), parts per billion (ppb), percent (%) or grams per tonne (g/t) are used to express metal content and tonnes per cubic metre (t/m³) for density.

1.5.5 Statements attributable to third parties

This report includes statements atributable to third par�es, being previous geological reports concerning the projects the subject of this report. These par�es have not consented to these statements being included, and the Company relies on ASIC Corpora�ons (Consent to Statements) Instrument 2016/72 to include these statements.

2 PROJECT OVERVIEW

Tenement informa�on on Cervantes’s Western Australian tenements was provided by independent legal firm, Steinepreis Paganin. Phil Jones relies on the independent opinion of Steinepreis Paganin dated 16 April 2021 with regards to the validity, ownership, and standing of Cervantes’s tenements. Phil Jones makes no other assessment or asser�on as to the legal �tle of the tenements and is not qualified to do so. APPENDIX 1 provides summary details of individual leases and full detail of the tenure situa�on is presented in the solicitors’ reports prepared by Steinepreis Paganin atached in a different sec�on of the Prospectus.

2.1 Primrose Gold Project

2.1.1 Location and Tenure

Paynes Find is located approximately 420 km northeast of Perth the area and is serviced by the sealed Great Northern Highway that crosses the central southern end of the project area and then con�nues northerly to Cue, Mt Magnet and Meekatharra.

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Figure 2: Location of Primrose Gold Project.

Table 2: Cervantes Primrose Gold Project tenement summary.

Tenement ID	Type	Status	Holder	Granted	Expiry Date	Area Hectares
L 59/184	Miscellaneous Licence	Live	Cervantes Gold Pty Ltd	16-10-2020	15-10-2041	4.2316
M 59/2	Mining Lease	Live	Cervantes Gold Pty Ltd	21-08-1983	30-08-2025	4.95
M 59/10	Mining Lease	Live	Cervantes Gold Pty Ltd	12-10-1984	22-10-2026	24.275
M 59/235	Mining Lease	Live	Cervantes Gold Pty Ltd	24-10-1991	03-11-2033	6.004
M 59/244	Mining Lease	Live	Cervantes Gold Pty Ltd	21-01-1992	23-01-2034	91.115
M 59/396	Mining Lease	Live	Cervantes Gold Pty Ltd	19-07-1996	22-07-2038	4.0495
M 59/662	Mining Lease	Live	Cervantes Gold Pty Ltd	27-10-2009	26-10-2030	38.95
M 59/663	Mining Lease	Live	Cervantes Gold Pty Ltd	27-10-2009	26-10-2030	13.6382
P 59/2076	Prospecting Licence	Live	Cervantes Gold Pty Ltd	24-03-2016	23-03-2024	15.00
P 59/2094	Prospecting Licence	Live	Cervantes Gold Pty Ltd	19-07-2016	18-07-2024	50.5178
P 59/2130	Prospecting Licence	Live	Cervantes Gold Pty Ltd	11-04-2017	10-04-2021	7.00
P 59/2151	Prospecting Licence	Live	Cervantes Gold Pty Ltd	25-01-2018	24-01-2022	0.58
P 59/2152	Prospecting Licence	Live	Cervantes Gold Pty Ltd	25-01-2018	24-01-2022	0.12
P 59/2153	Prospecting Licence	Live	Cervantes Gold Pty Ltd	25-01-2018	24-01-2022	6.91
P 59/2159	Prospecting Licence	Live	Cervantes Gold Pty Ltd	28-05-2018	27-05-2022	183.53
P 59/2160	Prospecting Licence	Live	Cervantes Gold Pty Ltd	28-05-2018	27-05-2022	127.02
P 59/2161	Prospecting Licence	Live	Cervantes Gold Pty Ltd	28-05-2018	27-05-2022	117.91
P 59/2174	Prospecting Licence	Live	Cervantes Gold Pty Ltd	13-11-2018	12-11-2022	78.39

					Total	774.1911
					Total ML & PL	769.9595

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Figure 3: Primrose Gold Project tenements configuration. (after GoogleEarth)

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2.1.2 Climate, Topography and Physiology

The climate is semi-arid with hot dry summers and cool to mild winters. The average annual rainfall ranges from 230–350mm which is mainly associated with cyclones in late summer

AHD. The most prominent physiographic feature is Lake Moore to the south.

The Paynes Find area vegeta�on is dominated by mulga in the form of stunted trees or shrubs. Much of the ac�vely explored areas have been extensively affected by past mining with numerous small sha�s located along the Carna�on quartz lodes, large areas cleared and scraped during alluvial mining and an open pit at Pansy.

Greenstone hills are characterized by low woodlands of Casuarina and tall shrubs of Eremophila, with patches of Eucalyptus woodland on surrounding colluvial flats. Granitoid rocks are typically covered by shrubby mulga with a height of 2–3 m. Shrubby Acacia also grow on laterite and along breakaways. Spinifex is commonly developed in sandplains. Scatered Eucalypts and Casuarina line drainage channels

3 Geology

3.1 Regional Geology

The Primrose Gold Project lies within the northern por�on of the Archaean Paynes Find greenstone belt with por�ons of the Archaean grani�c intrusives to the east, west and north. The greenstone belt at Paynes Find strikes south-westerly to northerly.

The tenements are en�rely within the Ninghan SH5007 1:250,000 scale Geological Survey of Western Australia (GSWA) geology map, Figure 4.

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Figure 4: Regional bedrock geology. (after Ninghan sheet 1:250,000)

Thick Archaean supracrustal rocks on the Ninghan sheet are preserved in major fold belts, Figure 4, separated by large granitoid intrusions characteris�c of the Murchison Province. Within the batholiths, remnants of a gneissic terrain consis�ng of orthogneiss and paragneiss with supracrustal rocks are metamorphosed to amphibolite facies.

Within each of the major fold belts the supracrustal rocks can be broadly divided into successions consis�ng either of predominantly mafic volcanic rocks or of predominantly sedimentary rocks. Such successions appear to be arranged in a similar order of superposi�on in all fold belts, although not all successions are necessarily represented in each belt.

3.2 Local Geology and Mineralisation

contact of the Paynes Find greenstone belt. Gold mineralisa�on occurs in a system of len�cular quartz veins, arranged en echelon, which intrude the north-northwesterly striking Paynes Find Shear Zone along

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the granite-greenstone contact. The veins strike northerly to north-northeasterly, oblique to the main schistosity of the shear zone. If the veins are related to riedel shear, they indicate dextral movement along the zone.

tonalite, and a mixture of these rock types along the granitegreenstone contact.

The two principal groups of workings are the Ark-Sweet William group (0.70 t of gold from ore averaging 23 g/t gold) and the Marraposa-Lake View-Carna�on line of workings (1.33 t of gold from ore averaging 27 g/t gold).

The Ark-Sweet William-Orchid group is located in foliated bio�te-hornblende tonalite. Clarke (1925, p. 3033) described southwesterly plunging shoots in veins which dip westerly at about 60°. The Carna�on and Marigold mines are located about 300 m west of the Ark-Sweet William Group. Here the orebodies are sulphidic (pyrite and minor amounts of chalcopyrite) quartz veins, up to 0.5 m wide, dipping westerly or west-southwesterly at 60-70[0] . The host rocks are sheared tonalite and amphibolite, containing thin (1-2 mm) seams of mylonite. The arnphibolite is extremely altered, containing quartz, and up to 20% bio�te. Descrip�ons by Clarke (1925, p. 23-29) suggest that shoots of ore plunge to the southwest or south and are generally short; one, however, extends to a depth in excess of 76 m. At Lake View, a southwesterly plunging shoot occupies a vein that dips 80° towards 280°. It is notable that the main cleavage of the host amphibolite and tonalite at this mine dips 70° towards 260°, which emphasises the observa�on that the auriferous quartz veins at Goodingnow are not, in general, parallel to the principal schistosity. Further south, the Marraposa workings follow a quartz vein dipping 80° west-northwesterly within finegrained amphibolite schist (metamorphosed amygdaloidal basalt, and possibly dolerite).

Other workings at the Paynes Find centre are the Aster Consolidated-Have la group (162 kg of gold) and mines such as Daffodil and Pansy in the southern part of the mining centre. At Aster Consolidated the auriferous quartz vein dips 45° west-southwesterly, parallel to the main folia�on of the surrounding tonalite and amphibolite schist of the granite-greenstone contact zone. The Have la workings are now chiefly alluvial, although some old pits tes�fy to earlier workings along a southern con�nua�on of the Aster Consolidated mineralisa�on (Clarke, 1925, p. 35).

Further south, Pansy and other small mines are variously posi�oned on amphibolite, chlori�zed and kaolinized felsic tuff, and peli�c metasedimentary rocks. Descrip�ons of some of the workings are provided by Woodward (l 9 l 2 ).

Simpson (1925, p. 39) recorded the presence of pyrite, sphalerite, chalcopyrite, and galena in the Paynes Find quartz veins. However, apart from locally significant amounts of sphalerite (Lake View), the dominant sulphide is pyrite. The presence of bio�te in the mafic amphibolite adjacent to the quartz veins indicates that potassic metasoma�sm and carbona�on (siderite) is locally present. This altera�on is probably not related to north-northwesterly striking pegma�te veins in the area because, as seen in the Daffodil open cut, these post-date shearing. Clarke (1925, p. 17) also stated that the pegma�tes developed later than gold mineralisa�on.

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Figure 5: Local geology showing Primrose Gold Project tenements.

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Figure 6: Schematic representation of mineralised structures.

4 PREVIOUS EXPLORATION

Early 1911, Thomas Payne found gold at what would become the Pansy lease, and shortly a�er more gold on what would become the Carna�on lease on the main Paynes Find goldfield.

and the 1920's it was quieter. Leases were gradually consolidated un�l around six major mines produced the most output. A�er World War II it was the haunt of lone prospectors, and later the local Taylor family who conducted small scale gold mining un�l 2010 when they sold the leases to Paynes Find Gold Limited.

dollied gold and specimens. In 1939 it was reported since 1911 to that �me the field had produced 56,946 oz of gold from 59,898 tonnes of ore at an average calculated grade of 28.6 g/t Au.

The main historic mines 5 km north-west of Paynes Find (and star�ng closest to the town) are Goodingnow, Mariposa, Havela/Sumpton, Princess Mary, Aster Consolidated, Oversight, Oversight North, Lakeview West, Trey Bit, Paynes Future, Orchid, Carna�on Alluvials, Sweet William, Paynes Find/Taylor, Margarite, Marigold, Adeline and Bluebell. Goodingnow, Carna�on and Orchid were the most ac�ve and largest producers. South-east of Paynes Find are Pansy, Pansy North, Daffodil and Shamrock. Daffodil has been the most recently mined, and its mullock plateau can be seen east of the roadhouse.

Date	Company	Findings
1983	WA Geological Survey	Geological Mapping
1985	G.R. Dale and Associates	Surface and underground exploration.

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Date	Company	Findings
1987	Falcon Australia Limited	Explora�on of the Carna�on Gold Mine as well as sampling other old mine workings including Blue Heaven, Leschenaul�a, Romes, Carna�on, Daphne, Scadden (extensions), Daisy, Primrose, Sweet William, Kowhai, Horseshoe, Watle, Marigold, Orchid. Theyalso undertook drilling.
1986 - 1987	Forsayth N.L.	Field inspec�on, aerial photograph interpreta�on and drilling program.
1996 - 1998	Kirkwood Gold NL	Two holes were drilled on M59/10, one diamond and one RC for 115.9m and 46m respec�vely (PFRCDD1, PFRC5). Three RC drill holes (PFRC2-4) were drilled on M59/244 for a total of 85m. A fourth hole (PRFCDD1) was drilled with an RC collar (58m) and diamond drilling 9.3m. All four holes returned anomalous gold values with the most signifcant being one metre at 23.9g/t Au from 55m in PFRC4.
2002	Hallmark Mining Limited	Undertook drilling with the aim of tes�ng high-grade gold shoots below old workings for depth extensions.
2010-2017	Paynes Find Gold Ltd	Detailed geological mapping (Fiton), Phase 1 and Phase 2 RC drilling, structural mapping and interpreta�on,MMI survey.
2017-Present	Cervantes Corporation Ltd	Reconnaissance Aircore drilling. Resource drilling at PansyPit

Table 3: Exploration summary.

Cervantes reported an Explora�on Target in July 2020, modelled by the author of this report, of approximately 170,000 to 520,000 tonnes @ a grade range of 2.2 to 4.5 g/t Au at the Blue Heaven Prospect in the Primrose Gold Project based on historic drilling results:

(htps://www.cervantescorp.com.au/wp-content/uploads/2020/07/200715-Primrose-Explora�on- Target._v4 002.pdf )

The poten�al quan�ty and grade of an Explora�on Target es�mate is conceptual in nature, as there has been insufficient reliable explora�on data to es�mate a Mineral Resource and that it is uncertain if further explora�on will result in the es�ma�on of a Mineral Resource.

5 EXPLORATION TARGETS

Cervantes has three main explora�on prospects at the Primrose Gold Project; Blue Heaven, Pansy Pit, and Primrose Shear.

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5.1 Blue Heaven

Primrose Shear in the amphibolites and Paynes Find Gneiss in the north-eastern sector of the Cervantes tenements. As well as the numerous rela�vely small underground workings, the Blue Heaven area has been extensively scraped and the alluvial on the surface processed in a gravity plant to recover nuggety gold. This Project has had the most modern explora�on work carried out on it prior to Cervantes including both percussion and diamond drilling and mapping and sampling of underground workings.

The results of this explora�on, including an Explora�on Target es�mate, are discussed in more detail in the following sec�ons.

Cervantes plan to ini�ally twin a representa�ve number of holes drilled by previous explorers to verify that they are reliable and have accurately sampled the mineralised veins. If the veracity of the drilling is confirmed the historical drilling data will be included in the Company’s database and be used for any future JORC Code repor�ng. Cervantes will also progressively infill and test along strike and below the earlier drilling to delimit the extent and understand the grade distribu�on of each of the lodes with the aim of defining an Indicated Resource prior to mine planning.

5.2 Pansy Pit

extension of the Blue Heaven Project. At Blue Heaven the Primrose and Daffodil Faults strike approximately north-south but at Pansy the strike is more east-west as they wrap around the southern end of the Paynes Find Gneiss.

The Pansy Pit was mined in the mid-1980s to a depth of approximately 5 m. The mineralisa�on comprises a stacked series of parallel, moderately south-west dipping quartz lodes. Cervantes drilled the Pansy Pit in 2018 and 2020 with a view to defining ore in prepara�on for mining. This drilling is discussed in more detail in the following sec�ons.

One op�on open to Cervantes is to extend the Pansy Pit deeper using the exis�ng drilling data and possible further drilling with a view to defining ore that can then be contract mined and toll treated at a nearby third party mill. The feasibility of heap leaching on site the lower grade ore not toll treated will also be inves�gated. The proximity of the Pansy Pit to the Maranalgo Road will affect the actual depth the pit can be deepened to. Cervantes may also progressively drill along strike to both the west and east of the Pansy Pit, along Jacamar Line and Eastern Line, to test for further mineralisa�on (Figure 7). The presence of old prospector workings and sha�s in both direc�ons, most notably to the west at the scheelite rich Jacamar workings, indicates that further gold mineralisa�on is likely to be found by this planned drilling.

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Figure 7: Target areas for drilling at Pansy Pit. (after Fitton)

5.3 Primrose Shear

Independent geological consul�ng company CSA Global undertook a structural assessment of the Paynes Find gold field. That assessment iden�fied two separate mineralising events in the gold field (Figure 6):

Shear related quartz veining with high grade gold �ghtly bound within segmented and boudinaged quartz veins within the gneiss lithologic units– the main target for ancient mining ac�vi�es
amphibolite and gneiss.

second style remains essen�ally untested. This style, possibly giving rise to lower grade but much higher tonnage gold mineralisa�on, will be pursued by Cervantes.

5.4 Nickel Sulphide - Copper - PGE Exploration Potential

project area and are largely soil or colluvium covered. These ultramafic rocks correspond with very strong aeromagne�c anomaly (Figure 8). Detailed geological mapping by Fiton in 2011 has shown this ground to host ultramafic rocks which are believed to form a discrete intrusive lopolithic complex which has been named the “Paynes Find Intrusion”. By analogy with other such bodies around the world, these types of rocks are known to host significant economic deposits of nickel sulphides o�en accompanied by copper, cobalt and PGEs.

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A nickel/copper intersec�on was reported by Hawkstone Minerals in 1971 (5 feet of 1.875% Ni and 830ppm Cu in drill hole PPFC4 see Figure 8) within their Mining Lease M59/726, between Cervantes P59/2159 and M59/663 and within a connec�ng intense aeromagne�c high ridge. This drill intercept is considered to be highly significant yet has never been followed up with further drilling.

Cervantes intend carrying out a low level airborne electromagne�c (EM) survey over the whole of the ultramafics to test for electrical conduc�ve bodies. These types of survey are capable of detec�ng deeply buried conduc�ve bodies to at least 400 metres.

==> picture [367 x 490] intentionally omitted <==

Figure 8: Aeromagnetics high (red) corresponding with ultramafics.

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6 DRILLING

6.1 Blue Heaven

The area modelled for the Explora�on Target es�mate was drilled by successive previous owners using a variety of methods including RAB, Aircore, RC and diamond drilling. The underground workings were also surveyed and sampled by Falcon Australia Limited in 1987. All the drilling and mine sampling, along with mapped lode lines, were used to create the wireframes of the lodes, Figure 9, however since sampling of underground mine workings, Aircore and RAB drilling can be unreliable, only the RC and diamond drilling were used to model the grades, Table 4.

Hole ID from*	Hole ID to*	Count	Metres	Comments
PFGDD01	PFGDD06	6	2,117.4
HPFRC01	HPFRC33	24	2,726.0
PF33	PF52	17	860.0
PFRC001	PFRC150	123	9,642.0	Paynes Find Gold Ltd Phase 1 & 2
PFRC2	PFRC4	3	198.0
		TOTAL	15,543.4

Table 4: Drill holes used for Exploration Target modelling.

* Note: Hole IDs not necessarily consecutive.

relied on contemporary CSA reports and a summary of the QAQC reported by European Lithium Ltd in 2017 in a WAMEX annual explora�on ac�vi�es report. These reports concluded that the drilling and sampling followed protocols that would comply with the then current JORC Code (2004) requirements.

The assaying of the recent RC drilling has highlighted that coarse gold is present within the mineralised system. This can be clearly seen in the repeatability of the higher grade gold assay values associated with quartz veins. (See Table 4 for examples). The coarse gold does not appear to be evident in the wall-rock mineralisa�on adjacent to the quartz veins.

Table 5 Examples of coarse gold evident from assay repeatability


	From		Au 1	Ave Au	Au Rp1	Au Rp2	Au Rp3	Au Rp4	Au Rp5
Hole	(m)	To(m)	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)
PFRC005	91	92	4.63	10.7	15.25	7.49	7.69	5.78	23.60
PFRC006	62	63	1.92	4.9	1.49	1.10	2.13	1.53	21.40
PFRC007	56	57	6.15	8.1	7.12	10.05	6.77	6.11	12.55
PFRC012	40	41	1.96	6.8	8.82	3.38	1.51	1.47	23.90
PFRC038	39	40	15.85	9.0	9.05	7.58	6.02	9.34	6.03

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Figure 9: Lode lines at Blue Heaven with drill collar and underground sampling locations.

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==> picture [453 x 319] intentionally omitted <==

Figure 10: Paynes Find Gold Ltd Phase 1 drilling results.

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Figure 11: Paynes Find Gold Ltd Phase 2 drilling results.

6.1.1 Hole Collar Surveys

considered to have +/- 5 m accuracy in the horizontal plane. The collar eleva�ons were adjusted to match the DEM topography, demh1sv1 30m x 30m DEM grid, downloaded from the Geoscience Australia web site.

6.2 Pansy Pit

Cervantes undertook RC drilling in the pit in 2018 and announced on 8 August 2018. Acquisi�on of a high resolu�on Digital Eleva�on Model during 2020 has allowed historic drilling and the 2018 drilling to be put on to the same datum. As a result, the steeper dips previously iden�fied have proven to be shallower and possibly more atrac�ve for mining. In 2020 a follow-up program of 25 RC holes for 436 m was

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the pit. A tabula�on of drill hole collars from this program is included in Appendix 1, whilst hole loca�ons are shown in Figure 12.

==> picture [469 x 333] intentionally omitted <==

Figure 12: RC drill hole locations, Pansy Pit, Primrose Gold Project.

sampling was undertaken on one metre intervals, defining the minimum apparent thickness. The interpreted dip of the lodes is approximately 35[o] to the south west. As the holes’ dip was 60[o] to towards the north east the true thickness will be only 1% to 2% less than the apparent thickness. Due to the shallow nature of the drilling, each of the holes generally intersected only the shallowest one or two lodes. Notable assay results from the drilling, where the interval averaged >1.0 g/t Au, are:

Table 6: Notable assay results, where interval >1.0 g/t Au, from Cervantes 2020 drilling at Pansy Pit ( drill holes not noted in the table, either intersected no mineralisation or had intervals <1.0g/t Au ).

Hole	EAST	NORTH	RL	Total Depth (m)	Azimuth	Dip	From (m)	Interval (m)	Au (g/t)
CVSRCP001	567476	6762112	334.0	40	54.3	-60.2	10	2	1.63
						and	34	2	6.32
CVSRCP002	567493	6762117	334.0	20	50.1	-59.2	8	4	2.46

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Hole	EAST	NORTH	RL	Total Depth (m)	Azimuth	Dip	From (m)	Interval (m)	Au (g/t)
CVSRCP003	567511	6762104	334.0	20	50.8	-59.2	10	2	1.64
CVSRCP004	567499	6762089	334.0	30	51.1	-59.7	29	5	1.22
CVSRCP005	567516	6762097	334.0	30	54.6	-59.1	15	2	2.08
CVSRCP006	567524	6762093	334.0	30	47.2	-59.6	13	3	3.58
CVSRCP007	567543	6762073	334.0	30	55.5	-60.4	8	4	2.11
						and	14	15	2.74
CVSRCP008	567588	6762036	334.0	30	55.9	-58.7	5	2	2.40
						and	9	3	1.98
						and	15	2	2.2
						and	27	1	1.94
CVSRCP009	567536	6762079	334.0	30	58.7	-60.9	15	6	2.41
CVSRCP010	567555	6762066	334.0	24	46.7	-64.2	12	3	4.3
CVSRCP011	567577	6762036	334.0	36	52.5	-59.2	4	1	1.73
						and	22	1	1.3
CVSRCP013	567487	6762109	332.64	18	45	-60	8	3	1.52
CVSRCP014	567490	6762098	332.86	24	45	-60	16	4	1.71
CVSRCP019	567510	6762089	332.39	30	45	-60	23	3	2.21
CVSRCP021	567527	6762096	332.4	12	45	-60	9	2	8.93
CVSRCP022	567528	6762087	332.38	24	45	-60	15	3	3.62
CVSRCP023	567530	6762089	332.4	18	45	-60	13	3	2.54
CVSRCP024	567538	6762088	332.29	18	45	-60	5	3	3.16
						and	9	3	2.77
CVSRCP025	567546	6762077	332.05	18	45	-60	15	3	3.89
CVSRCP026	567552	6762085	332.2	12	45	-60	5	7	1.40
CVSRCP027	567555	6762067	332.5	12	45	-60	7	5	7.74
CVSRCP030	567590	6762039	334.72	18	45	-60	4	14	1.41
CVSRCP033	567515	6762108	332.3	10	45	-60	6	2	6.31
CVSRCP034	567496	6762121	332.43	18	45	-60	4	4	3.40

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Figure 13: Geological cross section. The location of the cross section is indicated in Figure 12.

7 SAMPLING

7.1 RC Sampling

The RC drill cu�ngs were sampled over 1 metre intervals and passed through the rig mounted sample riffle spliters to produce bagged samples, a large plas�c bag for future reference and a smaller calico bag for analysis.

A second calico bag split was taken approximately one sample in every twenty for use as a duplicate sample. These duplicate samples along with the blank and standard samples were sloted in to the rou�ne sample sequence.

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7.2 Core Sampling

The diamond drill core was split with a diamond saw along the long axis over up to 1m intervals between geological boundaries marked by the field geologist.

Each sample was placed in a uniquely labelled calico bag before being dispatched to the laboratory for chemical analysis.

Duplicate, blank and standard samples were prepared to accompany the submission of core samples at the same ra�o as for the RC samples.

8 CHEMICAL ANALYSES

All of the RC and drill core samples were sent to independent laboratories, Paynes Find Gold Ltd to ALS and Cervantes to Intertek in Perth, for chemical analysis.

Analysis of the Cervantes samples was by aqua regia using Intertek’s FA50/OE procedure: samples were pulverised to minus 75 μm before a split of 25g was taken and analysed using standard Fire Assay procedures. The method is an accepted industry analy�cal process appropriate for the nature and style of mineralisa�on under inves�ga�on.

9 BULK DENSITY

The bulk densi�es used for the Explora�on Target modelling are assumed, based on standard densi�es for the rock types found at Paynes Find, 2.2 for weathered waste and 2.65 for ore in quartz veins.

10 UNDERGROUND SAMPLING

The underground workings were sampled by Falcon Australia Ltd in 1987.

The object of this program was to explore, map and sample accessible underground workings to determine the geological controls on the mineralisa�on and to determine grades and tonnages of unmined areas within this prospect.

The underground mapping was done in the plane of mineralisa�on at a scale of 1:100. As grid intervals are projected on to the plane of mineralisa�on, grid intervals may not scale to the true grid.

All sha�s were accessible on the Carna�on leases and accordingly mapped and sampled to water level. The ideal density of sampling could not always be achieved due to inaccessibility of stope faces in certain places.

The schema�c longitudinal sec�ons in the plane of mineralisa�on are viewed looking to the east, therefore it was appropriate to re-orientate the Carna�on base planes to conform to these sec�ons.

Table 7: Sample statistics for underground samples.

	Length	Auppm
Average	0.76	6.67
Max	2.20	246.45

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Min	0.03	0.00
Length Weighted averagegrade		6.35

==> picture [435 x 186] intentionally omitted <==

Figure 14: Typical mine sampling long section - Romes Line. (after Falcon Australia Ltd, 1987)

==> picture [452 x 235] intentionally omitted <==

Figure 15: 3D perspective view of digitised Falcon Australia Ltd mine surveys along lodes.

11 TENURE AND ENVIRONMENTAL OBLIGATIONS

Based on advice from their solicitors, Cervantes has advised Phil Jones that all consents, licences, approvals or authorisa�ons of, or registra�ons, filings or similar formali�es with any state or federal governmental, judicial, regulatory or other authority or agency in Western Australia and Australia, which are required by Western Australia and Australian law, are in order as detailed in the solicitors report included in the Prospectus.

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If mining commenced on the Company’s tenements the Company may be required to pay an annual levy to the Western Australian Department of Mines, Industry Regula�on and Safety (DMIRS) under their Mining Rehabilita�on Fund for any non-rehabilitated land within the Company’s tenements.

The Company’s drilling and explora�on programs will require short-term rehabilita�on as they progress. The Company’s sites may be periodically inspected, and as necessary correc�ve ac�ons are some�mes required to a higher standard of site rehabilita�on a�er the inspec�on.

As with all tenements in Western Australia, the Company pays annual Rents to the state governments and annual rates to the local governments.

11.1 Native Title

Under a determina�on of the Federal Court dated 25/5/2015, no na�ve �tle exists in the area of the Primrose Gold Project (NNTT, 2015).

12 RISKS

The risks described in this Sec�on are not an exhaus�ve list of the risks faced by the Company or by investors in the Company. It should be considered in conjunc�on with other informa�on in this Prospectus. The risk described in, and others not specifically referred to, this Sec�on may in the future materially affect the financial performance and posi�on of the Company and the value of the Shares offered under this Prospectus. The risks described in this Sec�on also necessarily include forward looking statements. Actual events may be materially different to those described and may therefore affect the Company in a different way.

A key risk, common to all explora�on companies, is that the expected mineralisa�on may not be present or that it may be too small to warrant commercial exploita�on.

and the best evidence available to the author at the �me of wri�ng. It is the nature of all scien�fic conclusions that they are founded on an assessment of probabili�es and, however high these probabili�es might be, they make no claim for absolute certainty.

The ability of any person to achieve forward-looking produc�on and economic targets is dependent on numerous factors that are beyond the author’s control and that the author cannot an�cipate. These factors include, but are not limited to, site-specific mining and geological condi�ons, management and personnel capabili�es, availability of funding to properly operate and capitalise the proposed opera�ons, varia�ons in cost elements and market condi�ons, developing and opera�ng the mine in an efficient manner, unforeseen changes in legisla�on and new industry developments. Any of these factors may substan�ally alter the performance of any mining opera�on.

The data included in this report and the basis of the interpreta�ons herein have been derived from a compila�on of data included in annual technical reports sourced from the Western Australian mineral explora�on reports (WAMEX reports) compiled by way of historical tenement database searches.

In most cases the historical explora�on reports do not include or discuss the use of quality assurance and quality control (QAQC) procedures as part of the sampling programs, this data frequently not reported. Therefore, it is difficult to determine the validity of much of the historical samples, even where original assays are reported.

There are no Mineral Resource es�mates reported within the projects that are in accordance with the 2012 JORC Code.

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addi�onal challenges occur in areas of historical mining. Based on the industry wide explora�on success rates it is likely that, that no significant economic mineralisa�on will be located within the projects. Even in the event significant mineralisa�on does exist within the projects, factors both in and out of the control of Cervantes may prevent the loca�on of such mineralisa�on.

This may include, but is not limited to, factors such as community consulta�on and agreements, metallurgical, mining and environmental considera�ons, availability and suitability of processing facili�es or capital to build appropriate facili�es, regulatory guidelines and restric�ons, ability to develop infrastructure appropriately, and mine closure processes. In addi�onal varia�ons in commodity prices, saleability of commodi�es and other factors outside the control of the Company may have either nega�ve or posi�ve impacts on the projects that may be defined.

Within the projects there are registered heritage sites which may impact poten�al explora�on ac�vi�es.

and the best evidence available to the authors at the �me of wri�ng. It is the nature of all scien�fic conclusions that they are founded on an assessment of probabili�es and, however high these probabili�es might be, they make no claim for absolute certainty.

The ability of any person to achieve forward-looking produc�on and economic targets is dependent on numerous factors that are beyond the author’s control and that the author cannot an�cipate. These factors include, but are not limited to, site-specific mining and geological condi�ons, management and personnel capabili�es, availability of funding to properly operate and capitalise the opera�on, varia�ons in cost elements and market condi�ons, developing and opera�ng the mine in an efficient manner, unforeseen changes in legisla�on and new industry developments. Any of these factors may substan�ally alter the performance of any mining opera�on.

13 PROPOSED BUDGET AND USE OF FUNDS

Cervantes has developed an explora�on budget of $1.082 million for carrying out explora�on predominately on its granted tenements for the first 12 months.

Cervantes’s four prospects are prospec�ve for gold and/or base metals as described in this report. Two gold prospects, Blue Heaven and Pansy, have undergone previous mineral explora�on including geological mapping, geochemical sampling and drilling by previous owners and Cervantes. Cervantes intend to expand on this previous work by conduc�ng drilling along strike and below previously tested targets with the aim of defining a maiden resource es�mate at Blue Heaven. In-fill drilling at the Pansy Pit will be undertaken to support an es�ma�on of a mineral resource in prepara�on for imminent mining as quickly as possible. Two other prospects, Phase 1 mineralisa�on in the Primrose Shear and base metals associated with the ultramafics in the area, are untested and will be the focus of Cervantes’ explora�on ac�vi�es outside the historic gold producing areas. The ac�vi�es will comprise geological mapping, geochemical sampling, geophysical surveys, and drilling.

Table 8: Proposed expenditure for Cervantes. (Source: Cervantes)

		Amount ($3.36m)
Activities	Year 1	Year 2*	Total

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Data Compilation & Access costs	$30,000	$50,000	$80,000
Geochem, geophysics and mapping- regional	$50,000	$65,000	$115,000
Drilling& Assay– Blue Heaven	$250,000	$65,000	$315,000
Drilling& Assay- Pansy	$155,000	$50,000	$205,000
Pansymine development	$40,000	$80,000	$120,000
Tenement rates & rents	$25,000	$30,000	$55,000
Tenement Reporting	$25,000	$17,000	$42,000
Liabilities(aged creditors/loans)	$820,000	$450,000	$1,270,000
Assessing newprojects	$75,000	$75,000	$150,000
Expenses of the Offers	$337,000	$0	$337,000
Working capital and corporate administration	$332,000	$315,000	$647,000
TOTAL EXPLORATION EXPENDITURE	$2,139,000	$1,197,000	$3,336,000

All the costs are shown as all-in inclusive costs. All costs are included in Australian dollars (A$).

* As with all exploration budgets, planned exploration work is progressive with the extent of work on any project over time depending on the success of the earlier work. The budget for the second year therefore is contingent on the success of the first year’s exploration work and will actually vary accordingly.

on the Paynes Find projects and meet the statutory minimum explora�on expenditure on these tenements.

In the author’s opinion the proposed explora�on budget and work programs are valid, consistent with the explora�on poten�al within Cervantes’ projects and broadly in-line with the current explora�on costs in Australia.

13.1 Discussion

The author is of the opinion that the proposed budget of $1.082 million (minimum) for the recommended explora�on program is reasonable to achieve Cervantes’ planned explora�on ac�vi�es discussed in this report and the planned work is technically sound.

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14 SELECTED REFERENCES

AusIMM, (2004): "Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA), effective December 2004.
AusIMM. (2005): "Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)" 2005 Edition.
AusIMM, (1998): "Valmin 94 - Mineral Valuation Methodologies". Conference Proceedings. Clarke, E. de C. 1925: The Mining Centres of Rothsay and Goodingnow. Geol Survey WA. Bulletin 86.
Clarke, E. de C., 1925, The geology and mineral resources of the Yalgoo Goldfield, Part II, The mining centres of Rothsay and Goodingnow (Paynes Find): Western Australia Geological Survey, Bulletin 86.
Dale, G.R. 1975: Geological Report – Paynes Find Gold Mining Centre, Yalgoo Goldfield, WA – Internal Company Report.
Dale, G.R. & Graindorge J.M. 1985: Geological Report, ‘Paynes Find Gold Mining Centre’. A Concept for Open Cut Mining (Unpub.).

Horne, R.G. 1983: Geological Assessment and Lode Search Proposals – Paynes Find, Western Australia.

National Native Title Tribunal, 2015: Determination WCD2015/001 - Badimia People.

Simpson, E. S., 1925, Determinations of some minerals collected during the geological survey of Goodingnow: Western Australia Geological Survey, Bulletin 86, p. 39.

Tantalex Ltd. Internal Report.

Lipple, S.L., Baxter, J.L. & Marston, R.J. 1980: Explanatory Notes for the Ninghan 1:250,000 Geological Sheet SH50-7. Geol Survey WA Record 1980/2.

Watkins, K P. and A.H. Hickman, 1990: Geological evolution and mineralisation of the Murchison Province, Western Australia, Bulletin 137, Geological Survey of Western Australia

Woodward, H. P., 1912, Payne's recent gold discovery near Goodingnow, Yalgoo Goldfield: Western Australia Geological Survey, Bulletin 48, p. 90-94.

ASX Announcements

Cervantes

13 January 2021, Successful comple�on of drilling at Primrose

16 July 2020, Cervantes Advances Primrose Gold Project

14 Aug 2019 Primrose gold and copper targets Highlighted

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Western Australia Mines Department

WAMEX reports

a19534; a21516; a21746; a24366; a52954; a52955; a54042; a21516; a21746; a45904; a58730; a65613; Item 11493; Item 1230; Item 5770; Item 8284.

Wikipedia

15 GLOSSARY

For further informa�on or for terms that are not described here, please refer to internet sources such as

Wikipedia www.wikipedia.org
Geological Society of U K htps://www.geolsoc.org.uk/ks3/gsl/educa�on/resources/rockcycle/page3451.html
Geology.com htps://geology.com/dic�onary/glossary-a.shtml

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16 APPENDIX 1: SUMMARY OF TENEMENTS AS AT 1 MARCH 2021

Tenement ID	Type	Status	Holder	Granted	Expiry Date	Area Hectares
L 59/184	Miscellaneous Licence	Live	Cervantes Gold Pty Ltd	16-10-2020	15-10-2041	4.2316
M 59/2	Mining Lease	Live	Cervantes Gold Pty Ltd	21-08-1983	30-08-2025	4.95
M 59/10	Mining Lease	Live	Cervantes Gold Pty Ltd	12-10-1984	22-10-2026	24.275
M 59/235	Mining Lease	Live	Cervantes Gold Pty Ltd	24-10-1991	03-11-2033	6.004
M 59/244	Mining Lease	Live	Cervantes Gold Pty Ltd	21-01-1992	23-01-2034	91.115
M 59/396	Mining Lease	Live	Cervantes Gold Pty Ltd	19-07-1996	22-07-2038	4.0495
M 59/662	Mining Lease	Live	Cervantes Gold Pty Ltd	27-10-2009	26-10-2030	38.95
M 59/663	Mining Lease	Live	Cervantes Gold Pty Ltd	27-10-2009	26-10-2030	13.6382
P 59/2076	Prospecting Licence	Live	Cervantes Gold Pty Ltd	24-03-2016	23-03-2024	15
P 59/2094	Prospecting Licence	Live	Cervantes Gold Pty Ltd	19-07-2016	18-07-2024	50.5178
P 59/2130	Prospecting Licence	Live	Cervantes Gold Pty Ltd	11-04-2017	10-04-2021	7
P 59/2151	Prospecting Licence	Live	Cervantes Gold Pty Ltd	25-01-2018	24-01-2022	0.58
P 59/2152	Prospecting Licence	Live	Cervantes Gold Pty Ltd	25-01-2018	24-01-2022	0.12
P 59/2153	Prospecting Licence	Live	Cervantes Gold Pty Ltd	25-01-2018	24-01-2022	6.91
P 59/2159	Prospecting Licence	Live	Cervantes Gold Pty Ltd	28-05-2018	27-05-2022	183.53
P 59/2160	Prospecting Licence	Live	Cervantes Gold Pty Ltd	28-05-2018	27-05-2022	127.02
P 59/2161	Prospecting Licence	Live	Cervantes Gold Pty Ltd	28-05-2018	27-05-2022	117.91
P 59/2174	Prospecting Licence	Live	Cervantes Gold Pty Ltd	13-11-2018	12-11-2022	78.39

					Total ML & PL	769.9595

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17 APPENDIX 2: JORC CODE TABLE 1 FOR EXPLORATION RESULTS

The following details pertain to the Cervantes exploration only.

17.1 Section 1 Sampling Techniques and Data

(Criteria in this sec�on apply to all succeeding sec�ons.)

Criteria	JORC Code explanation	Commentary
Sampling	• Nature and quality of sampling (eg cut channels, random chips, or	Reverse circulation (RC) drilling samples were collected through a rig-
techniques	specific specialised industry standard measurement tools appropriate	mounted cyclone which collected in plastic bags over one metre
	to the minerals under investigation, such as down hole gamma	intervals. Samples sent for chemical analysis were spear-sampled using
	sondes, or handheld XRF instruments, etc). These examples should	multiple sampling points from the sample in the bag. RC drill chips (from
	not be taken as limiting the broad meaning of sampling.	each metre interval) were examined visually and logged by the geologist.
	• Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used. • Aspects of the determination of mineralisation that are Material to the	Any visual observation of alteration or of mineralisation was noted on the drill logs. The prospect is quartz related gold mineralisation; care was taken to log quartz content of the chips.
	Public Report.	Duplicate samples comprise approximately 4% of total samples taken (ie
	• In cases where ‘industry standard’ work has been done this would be	one duplicate submitted for every 25 samples).
	relatively simple (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling	A company contract geologist supervised the drilling and sampling to ensure representativeness. Drilling was done using industry standard techniques.
	problems. Unusual commodities or mineralisation types (eg	Duplicates, were submitted to ensure assaying reliability and accuracy.
	submarine nodules) may warrant disclosure of detailed information.	Laboratory standards and blanks were used to monitor lab contamination
		and accuracy.
		Hole locations were surveyed using hand held GPS and confirmed using
		recently acquired, 30 cm resolution, surveyed DEM and aerial
		photogrammetry.
		No downhole surveys were undertaken.
Drilling	• Drill type (eg core, reverse circulation, open-hole hammer, rotary air	Drilling was by Reverse Circulation (RC) with NQ sized bit and rods.
techniques	blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple

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Criteria	JORC Code explanation	Commentary
	or standard tube, depth of diamond tails, face-sampling bit or other
	type, whether core is oriented and if so, by what method, etc).
Drill sample	• Method of recording and assessing core and chip sample recoveries	RC sample recovery and sample quality was recorded via visual
recovery	and results assessed.	estimation of sample volume and condition of the drill spoils.
	• Measures taken to maximise sample recovery and ensure representative nature of the samples. • Whether a relationship exists between sample recovery and grade	RC sample recovery was deemed as good with no loss of circulation reported.
	and whether sample bias may have occurred due to preferential	RC sample recovery was not problematic as the samples were dry.
	loss/gain of fine/coarse material.	Relationships between recovery and grade are not evident and are not
		expected given the generally excellent and consistently high sample
		recovery.
		RC results are not utilised for Mineral Resource estimations.
Logging	• Whether core and chip samples have been geologically and	RC chips were geologically logged at one metre intervals into a digital
	geotechnically logged to a level of detail to support appropriate	database that was cross-referenced with sample numbers.
	Mineral Resource estimation, mining studies and metallurgical studies.	Logging was qualitative.
	• Whether logging is qualitative or quantitative in nature. Core (or
	costean, channel, etc) photography.
	• The total length and percentage of the relevant intersections logged.
Sub-sampling	• If core, whether cut or sawn and whether quarter, half or all core	One metre samples were collected from a cyclone into a plastic bag and
techniques	taken.	then laid out on the ground in rows of 10.
and sample preparation	• If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique.	Four metre composites were used at depths of reduced interest or indications (eg, granite intercepts may be sampled at four metres, sericite schists and quartz bearing intercepts at one metre.
	• Quality control procedures adopted for all sub-sampling stages to	Mineralisation style is late stage quartz veins.
	maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.	The one metre samples are likely to downgrade actual grades intersected, but are commensurate with minimum mining requirements; sample size is considered appropriate for resource estimation work.
	• Whether sample sizes are appropriate to the grain size of the material
	being sampled.

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CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

Criteria	JORC Code explanation	Commentary
Quality of	• The nature, quality and appropriateness of the assaying and	Fire assay is a total digest technique and is considered appropriate for
assay data	laboratory procedures used and whether the technique is considered	gold.
and laboratory	partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc,	Duplicates of 1 in every 25 samples were submitted.
tests	the parameters used in determining the analysis including instrument	The lab inserted random pulp duplicates, certified reference standards
	make and model, reading times, calibrations factors applied and their	and blanks.
	derivation, etc. • Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels	Accuracy and precision levels have been determined to be satisfactory after analysis of these QA/QC samples.
	of accuracy (ie lack of bias) and precision have been established.
Verification of	• The verification of significant intersections by either independent or	Analysis was by Fire Assay with an aqua regia finish using Intertek’s
sampling and	alternative company personnel.	FA50/OE procedure: Samples were pulverised to minus 75 μm before a
assaying	• The use of twinned holes.	split of 25 g was taken and analysed using standard assay procedures.
	• Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. • Discuss any adjustment to assay data.	The method is an accepted industry analytical process appropriate for the nature and style of mineralisation under investigation.
		There were no twinned holes.
		No adjustments were made to assay data.
Location of	• Accuracy and quality of surveys used to locate drill holes (collar and	All sample sites have been located using a hand held GPS unit with an
data points	down-hole surveys), trenches, mine workings and other locations	accuracy of +/-5m.
	used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	These were cross-checked with a 0.3m resolution surveyed DEM and aerial photogrammetry.
		The drilling co-ordinates are all in GDA94 MGA Zone 50 datum.
		Azimuth was set by hand held compass, there being no intensely
		magnetic rocks in the area.
		Drill hole inclination is set by the driller using a clinometer on the drill
		mast and checked by the geologist prior to commencement of drilling.
		Collar RLs were taken from the DEM data.
Data spacing	• Data spacing for reporting of Exploration Results.	RC holes were drilled on an existing grid, approximately orthogonal to
and	• Whether the data spacing and distribution is sufficient to establish the	the mineralisation, which was set up by previous explorers for resource
distribution	degree of geological and grade continuity appropriate for the Mineral	drill out.
	Resource and Ore Reserve estimation procedure(s) and	Together with historic data,the data spacingand distribution will be

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Criteria	JORC Code explanation	Commentary
	classifications applied.	sufficient to establish the degree of geological and grade continuity
	• Whether sample compositing has been applied.	appropriate for the Mineral Resource and Ore Reserve estimation
		procedure(s) and classifications applied.
Orientation of	• Whether the orientation of sampling achieves unbiased sampling of	Drilling followed the geometry of existing holes, oriented approximately
data in	possible structures and the extent to which this is known, considering	orthogonal to the mineralisation,.
relation to geological structure	the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a	Previous resource estimation defined the strike and dip of ore zones. Current drilling utilised that information.
	sampling bias, this should be assessed and reported if material.	It is not anticipated that, on current interpretation, any bias has been
		introduced to the sampling.
Sample	• The measures taken to ensure sample security.	Samples were collected in calico bags with sample number tickets
security		included in each bag and the same identification posted externally.
		Samples were delivered to the lab by a company representative using
		commercial transport services.
Audits or	• The results of any audits or reviews of sampling techniques and data.	Standards, blanks, repeats, and check assays are undertaken to ensure
reviews		data robustness.

17.2 Section 2 Reporting of Exploration Results

(Criteria listed in the preceding sec�on also apply to this sec�on.)

Criteria	JORC Code explanation	Commentary
Mineral	• Type, reference name/number, location and ownership including	Exploration results relate to work carried out over a package of
tenement and	agreements or material issues with third parties such as joint	tenements comprising mining and prospecting leases.
land tenure status	ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.	The tenements are 100% owned and controlled by Cervantes Corporation Limited.
	• The security of the tenure held at the time of reporting along with any	All tenements and leases are currently in good standing with DMP with
	known impediments to obtaining a licence to operate in the area.	no known impediments to further exploration or development.

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CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

Criteria	JORC Code explanation	Commentary
Exploration	• Acknowledgment and appraisal of exploration by other parties.	Historical drill holes exist at the project area. Falcon Australia Ltd
done by other		undertook a 21 hole drilling campaign in 1987 from which they estimated
parties		a non-JORC Indicated Resource of 18,500t at 4.28g/t gold for
		approximately 2,500oz (DMP report A21516/M4741.)
Geology	• Deposit type, geological setting and style of mineralisation.	The mineralisation is seen as predominantly quartz veining in an
		undifferentiated mafic sequence. Felsic intrusives are the likely driver of
		the gold mineralising fluids.
Drill hole	• A summary of all information material to the understanding of the	A table that includes all the drill collar information is included as an
Information	exploration results including a tabulation of the following information	Appendix to this report.
	for all Material drill holes:
	`o` easting and northing of the drill hole collar
	`o` elevation or RL (Reduced Level – elevation above sea level in
	metres) of the drill hole collar
	`o` dip and azimuth of the hole
	`o` down hole length and interception depth
	`o` hole length.
	• If the exclusion of this information is justified on the basis that the
	information is not Material and this exclusion does not detract from
	the understanding of the report, the Competent Person should clearly
	explain why this is the case.
Data	• In reporting Exploration Results, weighting averaging techniques,	Simple length weighted averages are used where aggregates are
aggregation	maximum and/or minimum grade truncations (eg cutting of high	provided.
methods	grades) and cut-off grades are usually Material and should be stated. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used	Aggregated intercepts include contiguous metres where the grade does not fall below 0.5g/t for more than one metre.
	for such aggregation should be stated and some typical examples of	Reported aggregated intervals have been weighted by length.
	such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values	No density weighting has been applied.
	should be clearly stated.	No top-cuts have been applied (unless specified otherwise).
		Higher grade intervals of mineralisation internal to broader zones of
		mineralisation are reported as included intervals.
		Metal equivalence is not used.
Relationship	• These relationships are particularly important in the reporting of	The intervals reported are intersection widths only. No adjustment has
between	Exploration Results.	been to the intervals to account for the declination of drillingwith respect

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CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

Criteria	JORC Code explanation	Commentary
mineralisation	• If the geometry of the mineralisation with respect to the drill hole	to the mineralisation.
widths and intercept lengths	angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (eg ‘down hole length, true width not known’).	Drilling is generally inclined at 60oto the NW (TN). Ore shoots generally dip approximately 35oto the SE, meaning the apparent thickness is similar to the true thickness.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of	Relevant location maps and figures are included in the body of this
	intercepts should be included for any significant discovery being	report.
	reported These should include, but not be limited to a plan view of
	drill hole collar locations and appropriate sectional views.
Balanced	• Where comprehensive reporting of all Exploration Results is not	A table of representative grades are included in the report.
reporting	practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	This report includes the results of Au assays for the holes drilled by Cervantes that followed up on earlier historic drilling.
Other	• Other exploration data, if meaningful and material, should be reported	The area is covered by a 50 m line spaced regional aeromagnetic
substantive	including (but not limited to): geological observations; geophysical	survey.
exploration data	survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential	Previous workers undertook sufficient drilling to define an Indicated Resource, though that is not now JORC compliant.
	deleterious or contaminating substances.	No bulk samples, metallurgical results, groundwater or geotechnical
		studies have been carried to date.
Further work	• The nature and scale of planned further work (eg tests for lateral	Work programs currently under review include further drilling,
	extensions or depth extensions or large-scale step-out drilling).	metallurgical testing, resource estimation and pit optimisation studies.
	• Diagrams clearly highlighting the areas of possible extensions,
	including the main geological interpretations and future drilling areas,
	provided this information is not commercially sensitive.

17.3 Section 3 Estimation and Reporting of Mineral Resources

(No Mineral Resource es�mates are included in this report for Paynes Find)

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CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

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18 APPENDIX 3: CERVANTES DRILLING.

	East	North
Hole ID	MGA94	MGA94	RL	Depth	Azimuth	Dip
CVSRCP001	567476	6762112	334.0	40	54.3	-60.2
CVSRCP002	567493	6762117	334.0	20	50.1	-59.2
CVSRCP003	567511	6762104	334.0	20	50.8	-59.2
CVSRCP004	567499	6762089	334.0	30	51.1	-59.7
CVSRCP005	567516	6762097	334.0	30	54.6	-59.1
CVSRCP006	567524	6762093	334.0	30	47.2	-59.6
CVSRCP007	567543	6762073	334.0	30	55.5	-60.4
CVSRCP008	567588	6762036	334.0	30	55.9	-58.7
CVSRCP009	567536	6762079	334.0	30	58.7	-60.9
CVSRCP010	567555	6762066	334.0	24	46.7	-64.2
CVSRCP011	567577	6762036	334.0	36	52.5	-59.2
CVSRCP012	567483	6762120	332.5	18	43	-60
CVSRCP013	567487	6762109	332.6	18	43	-60
CVSRCP014	567490	6762098	332.9	24	43	-60
CVSRCP015	567495	6762103	332.8	18	43	-60
CVSRCP016	567499	6762109	332.5	12	43	-60
CVSRCP017	567505	6762096	332.6	24	43	-60
CVSRCP018	567508	6762100	332.6	18	43	-60
CVSRCP019	567510	6762089	332.4	30	43	-60
CVSRCP020	567517	6762099	332.4	12	43	-60
CVSRCP021	567527	6762096	332.4	12	43	-60
CVSRCP022	567528	6762087	332.4	24	43	-60
CVSRCP023	567530	6762089	332.4	18	43	-60
CVSRCP024	567538	6762088	332.3	18	43	-60
CVSRCP025	567546	6762077	332.1	18	43	-60
CVSRCP026	567552	6762085	332.2	12	43	-60

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CERVANTES CORPORATION LIMITED PAYNES FIND PROJECT

PHIL JONES - GEOLOGIST

	East	North
Hole ID	MGA94	MGA94	RL	Depth	Azimuth	Dip
CVSRCP027	567555	6762067	332.5	12	43	-60
CVSRCP028	567559	6762056	332.5	18	43	-60
CVSRCP029	567597	6762033	334.9	24	43	-60
CVSRCP030	567590	6762039	334.7	12	43	-60
CVSRCP031	567584	6762031	334.9	18	43	-60
CVSRCP032	567572	6762042	334.9	18	43	-60
CVSRCP033	567515	6762108	332.3	10	43	-60
CVSRCP034	567496	6762121	332.4	12	43	-60
CVSRCP035	567489	6762127	332.4	18	43	-60
CVSRCP036	567531	6762101	332.3	6	43	-60

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ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS

144

==> picture [269 x 204] intentionally omitted <==

16 April 2021

Your Ref: Our Ref: 2552-06 Contact: Peter Wall Partner [email protected]

The Board of Directors Cervantes Corporation Ltd 'South Shore Piazza' Shop 11 85 The Esplanade SOUTH PERTH WA 6151

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the following offers to be made by Cervantes Corporation Limited (ACN 097 982 235):

(a) a pro-rata non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by those Shareholders registered at the Record Date at an issue price of $0.003 per Share, together with one (1) free attaching Option for every two (2) Shares applied for and issued, to raise up to $804,012 ( Rights Issue Offer );
(b) an offer of 750,000,000 Shares at an issue price of $0.003 per Share to raise $2,250,000, together with one (1) free attaching Option for every two (2) Shares subscribed ( Placement Offer ); and
(c) an offer of 625,000,000 Options at a price of $0.0005 per Option to raise $312,500 ( Option Placement Offer ),

( Prospectus ).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements ).

The Board of Directors Cervantes Corporation Ltd 16 April 2021

Page 2

The Tenements are located in Western Australia. Details of the Tenements are set out in Part I of this Report.

This Report is limited to the Searches (as defined below) set out in Section 2 of this Report.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows ( Searches ):

(a) we have obtained mining tenement register searches of the Tenements from the registers maintained by the Western Australian Department of Mines, Industry Regulation and Safety ( DMIRS ) ( Tenement Searches ). These searches were conducted on 30 March 2021. Key details on the status of the Tenements are set out in Part I of this Report;
(a) we have obtained results of searches of the schedule of native title applications, register of native title claims, national native title register, register of indigenous land use agreements and national land use agreements as maintained by the National Native Title Tribunal ( NNTT ) for any native title claims (registered or unregistered), native title determinations and indigenous land use agreements ( ILUAs ) that overlap or apply to the Tenements. This material was obtained on 31 March 2021. Details of any native title claims (registered or unregistered), native title determinations and ILUAs are set out in Section 7 of this Report and Part II of this Report;
(b) we have obtained searches from the online Aboriginal Heritage Inquiry System maintained by the Department of Planning, Lands and Heritage ( DPLH ) for any Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements ( Heritage Searches ). These searches were conducted on 31 March 2021. Details of any Aboriginal Sites are set out in Part II of this Report;
(c) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMIRS to obtain details of features or interests affecting the Tenements ( Tengraph Searches ). These searches were conducted on 30 March 2021. Details of any material issues identified from the Tengraph Searches are set out in the notes to Part 1 of this Report; and
(d) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the Tenement Searches and have summarised the material terms (details of which are set out in Part III of this Report).

3. OPINION

As a result of our Searches, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant Searches this Report provides an accurate statement as to:

(a) the Company’s interest in the Tenements;
(b) the validity and good standing of the Tenements; and

The Board of Directors Cervantes Corporation Ltd 16 April 2021

Page 3

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements:

(a) Native Title

All of the Tenements are within the external boundaries of one native title determination ( Native Title Determination ). Further details of the Native Title Determination are set out in Part II of this Report.

(b) Crown land

Some land the subject of the Tenements overlaps Crown land. Further details are provided in Section 8 of this Report. The Mining Act imposes prohibitions on prospecting, exploration and mining activities and restrictions on access to certain parts of mining tenements that overlap Crown land without the prior agreement of the occupier which commonly involves the tenement holder paying compensation to the occupier of the Crown land. Although the Company will be able to undertake its proposed activities on those parts of the granted Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are required on other areas of the Tenements which are subject to prohibitions or restrictions.

(c) Material contracts

The Company has entered into a loan agreement with New York Securities Pty Ltd. Pursuant to the secured loan agreement, New York Securities Pty Ltd has been granted mortgages over the Tenements which will remain in place until the loan is paid back by the Company in full. Refer to the summary of these agreements in Section 9.3 of the Prospectus.

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise one granted miscellaneous lease, seven granted mining leases and 11 granted prospecting licences granted under the Mining Act 1978 (WA) ( Mining Act ). We have been advised by the Company that P59/2101 is currently the subject of an Extension / Renewal of Term (lodged on 1 October 2020) and P59/2130 is the subject of an Extension of Time (lodged on 9 June 2020). As at the date of this Report, the Company is awaiting a determination from the Department of Mines, Industry Regulation and Safety as to whether it will be granted these extensions.

The Tenement Schedule provides a list of the Tenements. This section of the Report provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act and potential successor tenements.

The Board of Directors Cervantes Corporation Ltd 16 April 2021

Page 4

5.1 Prospecting licence

(a) Application

A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

(b) Rights

The holder of a prospecting licence is entitled to enter upon land for the purposes of prospecting for minerals with employees and contractors, and such vehicles, machinery and equipment as may be necessary or expedient.

(c) Term

A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and if retention status is granted (as discussed below), by a further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

(d) Retention status

The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a program of works or require the holder to apply for a mining lease. The holder of a prospecting licence applied for or granted before 10 February 2006 can apply for a retention licence (see below), rather than retention status.

(e) Conditions

Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the prospecting licence.

(f) Relinquishment

There is no requirement to relinquish any portion of the prospecting licence.

The Board of Directors Cervantes Corporation Ltd 16 April 2021

Page 5

(g) Priority to apply for a mining lease

The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined.

(h) Transfer

There is no restriction on transfer or other dealing in a prospecting licence.

5.2 Mining lease

(a) Application

Any person may lodge an application for a mining lease, although a holder of a prospecting licence, exploration licence or retention licence over the relevant area has priority. The Minister decides whether to grant an application for a mining lease.

The application, where made after 10 February 2006, must be accompanied by either a mining proposal or a statement outlining mining intentions and a “mineralisation report” indicating there is significant mineralisation in the area over which a mining lease is sought. A mining lease accompanied by a “mineralisation report” will only be approved where the Director, Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation.

(b) Rights

The holder of a mining lease is entitled to mine for and dispose of any minerals on the land in respect of which the lease was granted. A mining lease entitles the holder to do all acts and things necessary to effectively carry out mining operations.

(c) Term

A mining lease has a term of 21 years and may be renewed for successive periods of 21 years. Where a mining lease is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

(d) Conditions

Mining leases are granted subject to various standard conditions, including conditions relating to expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. An unconditional performance bond may be required to secure performance of these obligations. A failure to comply with these conditions may lead to forfeiture of the mining lease. These standard conditions are not detailed in Part I of this Report.

(e) Transfer

The consent of the Minister is required to transfer a mining lease.

The Board of Directors Cervantes Corporation Ltd 16 April 2021

Page 6

5.3 Miscellaneous licence

(a) Application

Any person may apply for a miscellaneous licence. The mining registrar or warden decides whether to grant an application for a miscellaneous licence. A miscellaneous licence may be granted for a prescribed purpose that is directly connected with mining operations. An application for a miscellaneous licence cannot be legally transferred and continues in the name of the applicant.

(b) Rights

The holder of a miscellaneous licence is entitled to carry out the activities for the purpose specified in the miscellaneous licence.

(c) Term

A miscellaneous licence granted or applied for before 6 June 1998 has a term of 5 years and the Minister may renew it for a further term of 5 years and if so, must renew for a further term or terms of 5 years. A miscellaneous licence applied for and granted after 6 June 1998 has a term of 21 years and the Minister may renew for a further term of 21 years and if so, must renew for a further term or terms of 21 years. Where a miscellaneous licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

(d) Conditions

A miscellaneous licence is granted subject to various standard conditions. A failure to comply with these conditions may lead to forfeiture of the miscellaneous licence. These standard conditions are not detailed in this Report.

(e) Transfer

The consent of the Minister is required to transfer a miscellaneous licence.

6. ABORIGINAL HERITAGE

An Aboriginal site was identified from the Heritage Searches (as noted in Part II of this Report). No Aboriginal heritage agreement has been entered into in respect of the Tenements.

We have been provided with correspondence from Cross Country Native Title Services to Cervantes Gold Corporation Pty Ltd (dated 11 November 2019 and 14 November 2019). The letters draw attention to possible Aboriginal sites and objects of significance in the area of M59/0002, M59/0010, M59/0235, M59/0244, M59/0396, M59/0662, M59/0663, P59/2076, P59/2094, P59/2130, P59/2151, P59/2152, P59/2153, P59/2174, P59/2159, P59/2160, P59/2161 and requests that Cervantes Gold Corporation Pty Ltd confers with Darryl Fogarty and Beverley Slater (Badimia elders and traditional owners) prior to conducting exploration activities.

The Board of Directors Cervantes Corporation Ltd 16 April 2021

Page 7

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. Any interference with Aboriginal sites or objects must be in strict conformity with the provisions of the relevant legislation.

6.1 Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether or not they are recorded on the register or otherwise known to the Register of Aboriginal Sites, DPLH or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered. The WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 General

The law of Australia recognises the existence of native title rights held by indigenous Australians over their traditional lands[1] . Native title exists where an indigenous group has maintained a continuous traditional connection with the land, and those rights have not been extinguished.

Native title may be extinguished:

(a) in whole by the grant of an interest in land conferring “exclusive possession” such as a freehold interest in the land; or
(b) in part by the grant of an interest conferring “non-exclusive possession” including the grant of pastoral leases and mining leases, or the creation of

1 Mabo v Queensland (No 2) (1992) 175 CLR 1

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certain reserves. In this case, the native title will co-exist with the other rights to the land.

The Native Title Act 1993 (Cth) ( NTA ):

(a) provides a process for indigenous people to claim native title rights[2] and compensation[3] ;
(b) confirms the validity of past actions (including grants of land tenure) by the Commonwealth and State governments[4] ;
(c) provides (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2 ( Past Acts ). This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996. Broadly speaking, this means that native title is not extinguished, merely suspended, for the duration of the mining tenement; and
(d) specifies the procedures which must be complied with to ensure that acts that may affect native title rights (such as the grant or renewal of a mining tenement) are valid.

The NTA has been adopted in Western Australia by the enactment of the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995.

7.2 Native title claim process

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The application is then referred to the NNTT to assess whether the claim meets the registration requirements in the NTA, and if so, the native title claim will be entered on the register of native title claims ( RNTC ) maintained by the NNTT.

Native title claimants have certain procedural rights, including the rights to negotiation and compensation, in relation to the grant of mining tenements if their native title claim is registered at the time the State issues a notice of the proposed grant of the mining tenement ( Section 29 Notice ), or if their claim becomes registered within four months after the Section 29 Notice.

Once a claim is registered, a claimant must prove its claim in the Federal Court in order to have native title determined and the claim entered on the National Native Title Register ( NNTR ).

7.3 Grant of tenements and compliance with the NTA

The grant of any mining tenement after 23 December 1996 must comply with the applicable NTA procedures in order to be valid. The exception to this is where native title has never existed over the land covered by the tenement, or has been extinguished prior to the grant of the tenement.

2 Parts 3 and 4 of the NTA 3 Part 3, Division 5 of the NTA 4 Part 2, Division 2 of the NTA

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The absence of a claim does not necessarily indicate that there is no native title over an area, as native title claims could be made in the future.

Unless it is clear that native title does not exist (such as where the land the subject of a tenement application is freehold land), the usual practice of the State is to comply with the NTA when granting a tenement. This ensures the grant will be valid if a court subsequently determines that native title rights exist over the land subject to the tenement.

The procedural requirements in the NTA relating to the grant of a mining tenement (referred to as the “ Future Act ” procedures) include four alternatives:

(a) the right to negotiate, which is the primary Future Act procedure prescribed by the NTA;
(b) the expedited procedure, which may be used in relation to the grant of exploration and prospecting licences;
(c) an indigenous land use agreement; and
(d) the infrastructure process.

Future Act procedures are provided below.

Our Searches indicate that the following Tenements were granted before 1 January 1994 and as such have been retrospectively validated under the NTA.

Tenement	Date of Grant
M 59/2	31.08.1983
M 59/10	23.10.1984
M 59/235	04.11.1991
M 59/224	24.01.1992

The remaining Tenements were granted after 23 December 1996.

7.4 Right to negotiate

The primary Future Act procedure prescribed by the NTA is the “right to negotiate”.

The right to negotiate involves a negotiation between the registered native title claimants, the tenement applicant and the State government, the aim of which is to agree the terms on which the tenement may be granted.

The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the native title claimants. The parties may also agree on conditions that will apply to activities carried out on the tenement.

The initial negotiation period is six months from the date on which the State issues a Section 29 Notice.

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If the parties cannot reach an agreement within the initial six month period, any party may refer the matter to arbitration before the NNTT, which then has six (6) months to determine whether the tenement can be granted and if so, on what conditions.

7.5 Expedited procedure

Where the grant of a tenement is unlikely to directly interfere with community or social activities or areas or sites of particular significance, or involve major disturbance to land or waters, the NTA permits the State to follow an expedited procedure for the grant of a tenement.

The State applies the expedited procedure to the grant of exploration and prospecting tenements.

Registered native title parties can lodge an objection to the use of the expedited procedure within the period of four months following the issue of the Section 29 Notice by the State ( Objection Period ).

If no objections are lodged or if the objections are withdrawn, the State may grant the tenement at the expiry of the Objection Period without undertaking a negotiation process.

If an objection is lodged, the NNTT must determine whether the grant of the tenement is an act attracting the Expedited Procedure. If the NNTT determines the expedited procedure does not apply, the parties must follow the right to negotiate procedure or enter into an indigenous land use agreement.

The DMIRS currently has a policy of requiring applicants for prospecting licences and exploration licences to sign and send a Regional Standard Heritage Agreement ( RSHA ) to the registered native title claimant, or prove they have an existing RHSA or Alternative Heritage Agreement in place.

The RSHA provides a framework for the conduct of Aboriginal heritage surveys over the land the subject of a tenement prior to the conducting of ground-disturbing work and conditions that apply to activities carried out within the tenement.

If the registered native title claimant does not execute the RSHA within the Objection Period (and no objections are otherwise lodged), the tenement may still be granted at the expiry of the Objection Period. If the tenement applicant refuses or fails to execute or send the RSHA to the registered native title holder, the DMIRS will process the application under the right to negotiate procedure.

7.6 Indigenous land use agreement

The right to negotiate and expedited procedures do not have to be followed if an indigenous land use agreement ( ILUA ) has been registered with the NNTT.

An ILUA is a voluntary contractual arrangement negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which the relevant mining tenement may be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants in

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return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

7.7 Infrastructure process

The right to negotiate and expedited procedures also do not apply for grants of tenements for the sole purpose of the construction of an infrastructure facility.

In Western Australia, the DMIRS applies the infrastructure process to most miscellaneous licences and general purpose leases, depending on their purpose. For these types of tenements, an alternative consultation process applies, and in the absence of an agreement between the native title claimants and the applicant, the matter can be referred to an independent person for determination.

7.8 Renewals

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act provisions in order to be valid under the NTA, except where:

(a) the area to which the mining tenement applies is not extended;
(b) the term of the renewed mining tenement is not longer than the term of the earlier mining tenement; and
(c) the rights to be created are not greater than the rights conferred by the earlier mining tenement.

7.9 Native title claims and determinations affecting the Tenements

Our searches indicate that the Tenements are within the external boundaries of the native title claims and determinations as specified in Schedule 1.

Native Title Claim	Affected Tenements	Native Title Determination	ILUA
WCD2015/001	M 59/184	Determined. Native Title does not exist in entire determination area.	Not Applicable.
	M 59/2
	M 59/10
	M 59/235
	M 59/244
	M 59/396
	M 59/662
	M 59/663
	P 59/2076
	P 59/2094

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Native Title Claim	Affected Tenements	Native Title Determination	ILUA
	P 59/2101
	P 59/2130
	P 59/2151
	P 59/2152
	P 59/2153
	P 59/2159
	P 59/2160
	P 59/2161
	P 59/2174

7.10 Indigenous land use agreements affecting the Tenements

As at the date of this Report, there are no registered ILUA’s in respect of the Tenements.

8. CROWN LAND AND RESERVES

8.1 Crown Land

As set out in Part I of this Report, land the subject of the Tenements overlaps Crown land as set out in the table below.

Tenement	Crown land	% overlap
P 59/2094	Unallocated crown land	5.39%
P 59/2174	Unallocated crown land	0.23%

The Mining Act:

(a) prohibits the carrying out of prospecting, exploration or mining activities on Crown land that is less than 30 metres below the lowest part of the natural surface of the land and:
(i) for the time being under crop (or within 100 metres of that crop);
(ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard vineyard, plantation, airstrip or airfield;
(iii) situated within 100 metres of any land that is an actual occupation and on which a house or other substantial building is erected;
(iv) the site of or situated within 100 metres of any cemetery or burial ground; or
(v) if the Crown land is a pastoral lease, the site of or situated within 400 metres of any water works, race, dam, well or bore not being an

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excavation previously made and used for purposes by a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order otherwise directs.

(b) imposes restrictions on a tenement holder passing over Crown land referred to in section 8.1(a), including:

(i) taking all necessary steps to notify the occupier of any intention to pass over the Crown land;
(ii) the sole purpose for passing over the Crown land must be to gain access to other land not covered by section 8.1(a) to carry out prospecting, exploration or mining activities;
(iii) taking all necessary steps to prevent fire, damage to trees, damage to property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise; and
(iv) causing as little inconvenience as possible to the occupier by keeping the number of occasions of passing over the Crown land to a minimum and complying with any reasonable request by the occupier as to the manner of passage.
(c) requires a tenement holder to compensate the occupier of Crown land:
(i) by making good any damage to any improvements or livestock caused by passing over Crown land referred to in section 8.1(a) or otherwise compensate the occupier for any such damage not made good; and
(ii) in respect of land under cultivation, for any substantial loss of earnings suffered by the occupier caused by passing over Crown land referred to in section 8.1(a).

The warden may not give the order referred to in section 8.1(a) that dispenses with the occupier’s consent in respect of Crown land covered by section 8.1(a)(iii). In respect of other areas of Crown land covered by the prohibition in section 8.1(a), the warden may not make such an order unless he is satisfied that the land is genuinely required for mining purposes and that compensation in accordance with the Mining Act for all loss or damage suffered or likely to be suffered by the occupier has been agreed between the occupier and the tenement holder or assessed by the warden under the Mining Act.

Although the Company will be able to undertake its proposed activities on those parts of the Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are required on other areas of the Tenements which are subject to prohibitions or restrictions.

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8.2 Crown Reserves

Tenement	Crown land	% overlap
L 59/184	Class “C” Reserve Common (R 17336)	88.34%
M 59/2	Class “C” Reserve Common (R 17336)	99.51%
M 59/10	Class “C” Reserve Common (R 17336)	100%
M 59/235	Class “C” Reserve Common (R 17336)	100%
M 59/244	Class “C” Reserve Common (R 17336)	87.83%
M 59/396	Class “C” Reserve Common (R 17336)	100%
M 59/662	Class “C” Reserve Common (R 17336)	95.58%
M 59/663	Class “C” Reserve Common (R 17336)	100%
P 59/2076	Class “C” Reserve Common (R 17336)	100%
P 59/2094	Class “C” Reserve Common (R 17336)	67.3%
P 59/2101	Class “C” Reserve Common (R 17336)	83.36%
P 59/2130	Class “C” Reserve Common (R 17336)	74.61%
P 59/2151	Class “C” Reserve Common (R 17336)	100%
P 59/2152	Class “C” Reserve Common (R 17336)	100%
P 59/2153	Class “C” Reserve Common (R 17336)	100%
P 59/2159	Class “C” Reserve Common (R 17336)	90.03%
P 59/2160	Class “C” Reserve Common (R 17336)	91.74%
P 59/2161	Class “C” Reserve Common (R 17336)	68.54%
P 59/2174	Class “C” Reserve Common (R 17336)	71.85%
P 59/2160	Class “C” Reserve Water (R 38929)	5.89%
P 59/2174	Class “C” Reserve Water (R 14973)	9.26%
P 59/2161	Class “C” Reserve Recreation (R 41443)	21.18%

Under section 41 of the Land Administration Act 1997 (WA) ( LAA ) the Minister may set aside Crown lands by Ministerial Order in the public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title ( CLT ) and is depicted on an authenticated map held by Landgate.

The Land Act 1933 (WA) provided for State reserves to be classified as Class A, B or C. There is no provision in the LAA to create new Class B reserves and there is no longer reference to Class C reserves.

Upon the Land Act 1933 (WA) being repealed, all Class C reserves became reserved land under the LAA. Schedule 3 of the Land Administration Amendment Act 2000 (WA), at section 3(5), provides that any land which was classified as a Class C reserve, upon the day the LAA came into operation, is to be treated as a reserve within the meaning of the LAA. Tenement holders are limited as to what activities may be

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undertaken on reserved land, requiring the written consent of the Minister for Mines and Petroleum.

Class A affords the greatest degree of protection for reserved lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is used solely to protect areas of high conservation or high community value. Class B reserves continue but are no longer created under the LAA. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the commencement of the next session.

Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management.

9. PASTORAL LEASES

As set out in Part I of the Schedule to this Report certain tenements overlap with pastoral leases as follows:

(a) Pastoral Lease (C) (ID: P: N049792) overlaps with 9.97% of P 59/2159; and
(b) Pastoral Lease (C) (ID: PL N049835) overlaps with 1.18% of P 59/2161.

The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;
(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and
(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that to the best of its knowledge it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

Upon commencing mining operations on any of the Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any

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disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMIRS imposes standard conditions on mining tenements that overlay pastoral leases. It appears the Tenements incorporate the standard conditions.

10. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;
(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and the information provided to us;
(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
(e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements have complied with, or will comply with, the applicable Future Act Provisions;
(f) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(g) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
(h) references in Parts I and II of this Report to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;
(i) the information in Parts I and II of this Report is accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the Searches and the date of this Report;
(j) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;
(k) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of the Environment and Conservation;

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(l) native title may exist in the areas covered by the Tenements. Whilst we have conducted Searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that native title claims could be made in the future; and
(m) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act other than the Heritage Searches. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

11. CONSENT

This report is given for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

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PART I – TENEMENT SCHEDULE

TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
L 59/184	Cervantes Gold Pty Ltd	100/100	16.10.2020	15.10.2 041	4.23160H A	$0 due (for the year ended 15.10.2021) $89.50 due (for the year ended 15.10.2022)	No Expenditure Required.	None	Endors ement s: 1-11 Conditi ons: 1- 12	None
M 59/2	Cervantes Gold Pty Ltd	96/96	31.08.1983	30.082 025	4.95000H A	$0 due (for the year ended 30.08.2021) $100 due (for the year ended 30.08.2022)	Previous Tenement Yr to 30.08.2020 - Yr 37 – Expended in Full Next Tenement Yr (2021) - $5,000	Fine: $50 Reason: non- compliance with the annual mineral exploration reporting provisions Recorded 21.01.2003, Paid 10.02.3003 Mortgage: 96/96 Shares Mortgagee – New York Securities Pty Ltd Lodged 14.09.2020	Endors ement s: 12 Conditi ons: 13-16, 18, 21- 24, 26, 27, 30- 34	None
M 59/10	Cervantes Gold Pty	96/96	23.10.1984	22.10.2	24.27500	$0 due (for the year	Previous Tenement Yr to	Mortgage: 96/96	Conditi ons:	None

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
	Ltd			026	HA	ended 22.10.2021) $500 due (for the year ended 22.10.2022)	22.10.2020 – Yr 36 – Expended in Full Next Tenement Yr (2021) - $10,000	Shares Mortgagee – New York Securities Pty Ltd Lodged 14.09.2020	14-18, 21-27, 30,31,3 5
M 59/235	Cervantes Gold Pty Ltd	96/96	04.11.1991	03.11.2 033	6.00400H A	$0 due (for the year ended 03.11.2021) $140 due (for the year ended 03.11.2022)	Previous Tenement Yr to 03.11.2020 – Yr 29 – Expended in Full Next Tenement Yr (2021) - $10,000	Mortgage: 96/96 Shares Mortgagee – New York Securities Pty Ltd Lodged 14.09.2020	Conditi ons: 13-18, 21-30	None
M 59/244	Cervantes Gold Pty Ltd	100/100	24.01.1992	23.01.2 034	91.11500 HA	$0 due (for the year ended 23.01.2022) $1,840 due (for the year ended 23.01.2023)	Previous Tenement Yr to 23.01.2023 – Yr 31 – Expended in Full Next Tenement Yr (2022) - $10,000	Fine: $50 Reason: non- compliance with the annual mineral exploration reporting provisions Recorded 28.11.2007, Paid 04.12.2007 Mortgage: 100/100 Shares Mortgagee – New York Securities Pty Ltd	Conditi ons: 1- 16, 18, 20-22, 36-38	None

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
								Lodged 14.09.2020
M 59/396	Cervantes Gold Pty Ltd	96/96	23.07.1996	22.07.2 038	4.04950 HA	$0 due (for the year ended 22.07.2021) $100 due (for the year ended 22.07.2022)	Previous Tenement Yr to 22.07.2020 – Yr 24 – Expended in Full Next Tenement Yr (2021) - $5000	Fine: $100 Reason: non- compliance with the annual mineral exploration reporting provisions Recorded 21.01.2003, Paid 03.02.2003 Mortgage: 96/96 Shares Mortgagee – New York Securities Pty Ltd Lodged 14.09.2020	Conditi ons: 2, 15-17, 21, 25,31, 33, 36, 39, 40	None
M 59/662	Cervantes Gold Pty Ltd	100/100	27.10.2009	26.10.2 030	38.95000 HA	$0 due (for the year ended 26.10.2021) $780 due (for the year ended 26.10.2022)	Previous Tenement Yr to 26.10.2020 – Yr 11 – Expended in Full Next Tenement Yr (2021) - $10,000	Mortgage: 100/100 Shares Mortgagee – New York Securities Pty Ltd Lodged 24.12.2019	Endors ement s: 13-15 Conditi ons: 13, 16, 17, 19, 31, 41, 42	None

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
M 59/663	Cervantes Gold Pty Ltd	100/100	27.10.2009	26.10.2 030	13.63820 HA	$0 due (for the year ended 26.10.2021) $0 due (for the year ended 26.10.2021) $280 due (for the year ended 26.10.2022)	Previous Tenement Yr to 26.10.2020 – Yr 11 – Expended in Full Next Tenement Yr (2021) – $10,000	Mortgage: 100/100 Shares Mortgagee – New York Securities Pty Ltd Lodged 24.12.2019	Endors ement s: 1, 2, 15 Conditi ons: 13, 16, 17, 19, 31, 41	None
P 59/2076	Cervantes Gold Pty Ltd	100/100	24.03.2016	23.03.2 024	15.00000 HA	$0 due (for the year ended 23.03.2022) $45 due (for the year ended 23.03.2023)	Previous Tenement Yr to 23.03.2021 – Yr 5 – No Expenditure Lodged Next Tenement Yr (2022) – $2,000	None	Endors ement s: 1, 2, 5-11 Conditi ons: 1, 2, 16, 17, 42	None
P 59/2094	Cervantes Gold Pty Ltd	100/100	19.07.2016	18.07.2 024	50.51780 HA	$0 due (for the year ended 18.07.2021) $153 due (for the year ended 18.07.2022)	Previous Tenement Yr to 18.07.2020 – Yr 4 – Expended in Full Next Tenement Yr (2021) – $2,040	None	Endors ement s: 1, 2, 5-11 Conditi ons: 16, 17, 36, 41, 43	None
P 59/2101	Cervantes Gold Pty	100/100	07.10.2016	06.10.2 020	15.00000 HA	$0 due (for the year ended	Previous Tenement Yr to 06.10.2020–Yr 4-	None	Endors ement s: 1, 2,	None

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
	Ltd					06.10.2021) $45 due (for the year ended 06.10.2021)	Expended in Full Next Tenement Yr (2021) - $2,000		5-11 Conditi ons: 16, 17, 41, 43
P 59/2130	Cervantes Gold Pty Ltd	100/100	11.04.2017	10.04.2 021	7.00000 HA	$0 due (for the year ended 10.04.2021) $0 due (for the year ended 10.04.2022)	Previous Tenement Yr to 10.04.2020 – Yr 3 – Expended in Full Next Tenement Yr (2021) - $2,000	None	Endors ement s: 1, 2, 5-11 Conditi ons: 16, 17, 37, 41	None
P 59/2151	Cervantes Gold Pty Ltd	100/100	25.01.2018	24.01.2 022	0.58000 HA	$0 due (for the year ended 24.01.2022) $29.50 due (for the year ended 24.01.2023)	Previous Tenement Yr to 24.01.2021 – Yr 3 – Expended in Full Next Tenement Yr (2022) - $2 ,000	None	Endors ement s: 1, 2, 5-11 Conditi ons: 16, 17, 41	None
P 59/2152	Cervantes Gold Pty Ltd	100/100	25.01.2018	24.01.2 022	0.12000 HA	$0 due (for the year ended 24.01.2022) $29.50 due (for the year ended 21.01.2023)	Previous Tenement Yr to 24.01.2021 – Yr 3 – Expended in Full Next Tenement Yr (2022) - $2,000	None	Endors ement s: 1, 2, 5-11 Conditi ons: 16, 17, 41	None
P 59/2153	Cervantes Gold Pty	100/100	25.01.2018	24.01.2 022	6.910000 HA	$0 due (for the year	Previous Tenement Yr to	None	Endors ement	None

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
	Ltd					ended 24.01.2022) $29.50 due (for the year ended 24.01.2023)	24.01.2021 – Yr 3 – Expended in Full Next Tenement Yr (2022) - $2,000		s: 1, 2, 5-11 Conditi ons: 16, 17, 41
P 59/2159	Cervantes Gold Pty Ltd	100/100	28.05.2018	27.05.2 022	183.5300 0 HA	$0 due (for the year ended 27.05.2021) $552 due (for the year ended 27.05.2022)	Previous Tenement Yr to 27.05.2020 – Yr 2 – Expended in Full Next Tenement Yr (2021) - $7,360	None	Endors ement s: 1, 2, 5-11 Conditi ons: 1, 2, 16, 17, 41	None
P 59/2160	Cervantes Gold Pty Ltd	100/100	28.05.2018	27.05.2 022	127.0200 0 HA	$0 due (for the year ended 27.05.2021) $384 due (for the year ended 27.05.2022)	Previous Tenement Yr to 27.05.2022 – Yr 4 – Expended in Full Next Tenement Yr (2021) - $5,120	None	Endors ement s: 1, 2, 5-11 Conditi ons: 16, 17, 41, 44, 45	None
P 59/2161	Cervantes Gold Pty Ltd	100/100	28.05.2018	27.05.2 022	117.9100 0 HA	$0 due (for the year ended 27.05.2021) $354 due (for the year ended 27.05.2022)	Previous Tenement Yr to 27.05.2020 – Yr 2 – Expended in Full Next Tenement Yr (2021) - $4,720	None	Endors ement s: 1, 2, 5-11 Conditi ons: 1, 2, 16, 17, 41, 44, 46	None

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDOR SEMEN TS / CONDI TIONS	NATIVE TITLE AND ABORIGINAL HERITAGE
P 59/2174	Cervantes Gold Pty Ltd	100/100	13.11.2018	12.11.2 022	78.39000 HA	$0 due (for the year ended 12.11.2021) $237 due (for the year ended 12.11.2022)	Previous Tenement Yr to 12.11.2020 – Yr 2 – Expended in Full Next Tenement Yr (2021) - $3,160	None	Endors ement s: 1, 2, 5-11 Conditi ons: 16, 17, 41, 47, 48	None

Key to Tenement Schedule

P – Prospecting Licence
M – Mining Lease

References to numbers in the “Notes” column refers to the notes following this table.

References to letters in the “Notes” column refers to the material contracts which are summarised in Part III of this Report. Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Please refer to Part II of this Report for further details on native title and Aboriginal heritage matters.

Notes:

Tenement conditions and endorsements

ENDORSEMENTS

The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
The Licensee's attention is drawn to the provisions of section 55 of the Land Administration Act 1997.

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ENDORSEMENTS

The licensee is to obtain the written approval of the Shire of Yalgoo or Main Roads WA (MRWA) or both where applicable and lodge a copy of that approval with the Mining Registrar prior to the construction of that part of the road that will intersect with any existing road. Where a difference exists between DMIRS conditions and the requirements of either authority, the requirements of the authority prevail.
In respect to Water Resource Management Areas (WRMA) the following endorsements apply: The Licensee's attention is drawn to the provisions of the:
Waterways Conservation Act, 1976
Rights in Water and Irrigation Act, 1914
Metropolitan Water Supply, Sewerage and Drainage Act, 1909
Country Areas Water Supply Act, 1947
Water Agencies (Powers) Act 1984
The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water and Environmental Regulation (DWER) for inspection and investigation purposes.
The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the Department of Water and Environmental Regulation (DWER) relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.
The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by Department of Water and Environmental Regulation (DWER).
Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of adjacent areas, receiving catchments and waterways.
All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks, and riparian and other water dependent vegetation.
In respect to Proclaimed Ground Water Areas the following endorsement applies:

The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by the Department of Water and Environmental Regulation (DWER), unless an exemption otherwise applies.

The lessee's attention is drawn to the royalty provisions of the Mining Act and the requirement to submit production reports and royalty returns.
The Lessee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
The Lessee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.

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ENDORSEMENTS

Persons claiming native title to the land the subject of this mining tenement entered into a deed under the Native Title Act 1993 with the State of Western Australia, the Minister responsible for the Mining Act 1978 and the tenement holder agreeing to the grant of the tenement. Copies of the deed were given to the National Native Title Tribunal pursuant to Section 34 of the Native Title Act and filed at the Department of Mines and Petroleum.

CONDITIONS

The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:-
the grant of the Licence; or
registration of a transfer introducing a new Licensee;
advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.
To properly maintain the installations as directed by the Environmental Officer, Department of Mines, Industry Regulation and Safety (DMIRS).
All topsoil that may be removed ahead of pipelaying operations to be stockpiled for replacement in accordance with the directions of the Environmental Officer, DMIRS.
Ingress and egress of pastoralists and tenement holders to be preserved by the construction of vehicular access crossings over any pipeline constructed pursuant to this licence.
Wherever any part of a road intersects an existing fence, the holder shall where necessary construct a gate or livestock grid having such dimensions and be constructed of such materials and be of such standard as agreed with the pastoralist or as determined by the Environmental Officer, DMIRS.
The licensee shall keep clear such area around any powerline located within the licence area of any dry or other growth which has the potential to be a fire risk.
The road to be constructed using proper materials to suit the purpose for which it is being constructed, and further that it be constructed in a workman like manner and further that it be constructed to the satisfaction of the Environmental Officer, DMIRS.
The licensee shall maintain the road from time to time and shall be required to ensure that it is safe for the purpose that it is constructed.
The electrical installation shall meet the requirements of relevant on-site conditions and be carried out to the satisfaction of the Special Inspector of Mines - Electrical, DMIRS.
The area of the miscellaneous licence to be reduced as soon as practicable after construction, to a minimum for the safe maintenance and operation

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CONDITIONS

of the licence purposes.

The Licensee submitting a plan of proposed operations and measures to safeguard the environment to the Executive Director, Resource and Environmental Compliance, Department of Mines, Industry Regulation and Safety for their assessment and written approval prior to commencing any developmental or productive mining or construction activity.
Survey
Compliance with the provisions of the Aboriginal Heritage Act, 1972 to ensure that no action is taken which is likely to interfere with or damage any Aboriginal Site.
All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Industry and Resources (DoIR). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DoIR.
Unless the written approval of the Environmental Officer, DoIR is first obtained, the use of scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration programme
No developmental or productive mining or construction activity being commenced until the tenement holder has submitted a plan of the proposed operations and measures to safeguard the environment to the Director, Environment, DoIR for assessment; and until his written approval has been obtained.
The lessee within three (3) months of imposition of this condition, submitting a plan at the ongoing mining operations and measures to safeguard the environment to the State Mining Engineer for assessment and written approval.
The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled:
"Havela Gold M59/02 NOI 4036" dated 25 June 2002 and retained on Department of Mineral and Petroleum Resources File No. 4230/01;
(Reg ID 34254) "Paynes Find Gold Limited - Small Mining Proposal - Allivial Gold" dated June 2012 and signed by Douglas Taylor and retained on Department of Mines and Petroleum File No. EARS-MP-34254;
(MCP Reg ID 65016) "Paynes Find Gold Limited Updated Mine Closure Plan M59/10, M59/235, M59/002, M59/24 and M59/396, Allivial Gold Project" dated 28 March 23017 signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS65016-MCP as Doc ID 5110913;
(MCP Reg ID 65016) "Cover Letter Proforma Submission of New/Revised Information dated 14 July 2017" signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS-65016-MCP as Doc ID 5214063
Where a difference exists between the above document(s) and the following conditions, then

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CONDITIONS

CONDITIONS	CONDITIONS
	the following conditions shall prevail.
21.	The development and operation of the project being carried out in such a manner so as to create the minimum practicable disturbance to the existing vegetation and natural landform.
22.	All topsoil being removed ahead of all mining operations from sites such as pit areas, waste disposal areas, ore stockpile areas, pipeline, haul roads and new access roads and being stockpiled for later respreading or immediately respread as rehabilitation progresses.
23.	At the completion of operations, all buildings and structures being removed from site or demolished and buried to the satisfaction of the State Mining Engineer.
24.	All rubbish and scrap is to be progressively disposed of in a suitable manner.
25.	On the completion of operations or progressively when possible, all waste dumps, tailings storage facilities, stockpiles or other mining related landforms must be rehabilitated to form safe, stable, non-polluting structures which are integrated with the surrounding landscape and support self sustaining, functional ecosystems comprising suitable, local provenance species or alternative agreed outcome to the satisfaction of the Executive Director, Environment Division, DMP.
26.	Any alteration or expansion of operations within the lease boundaries beyond that outlined in the above document(s) not commencing until a plan of operations and a programme to safeguard the environment are submitted to the Executive Director, Environment Division, DMP for his assessment and until his written approval to proceed has been obtained.
27.	The lessee submitting to the Executive Director, Environment Division, DMP, a brief annual report outlining the project operations, minesite environmental management and rehabilitation work undertaken in the previous 12 months and the proposed operations, environmental management plans and rehabilitation programmes for the next 12 months. This report to be submitted each year in: • July
28.	The lessee taking all reasonable measures to prevent or minimise the generation of dust from all materials handling operations, stockpiles, open areas and transport activities.
29.	Where saline water is used for dust suppression, all reasonable measures being taken to avoid any detrimental effects to surrounding vegetation and topsoil stockpiles.
30.	A Mine Closure Plan is to be submitted in the Annual Environmental Reporting month specified in tenement conditions in the year specified below, unless otherwise directed by an Environmental Officer, DMIRS. The Mine Closure Plan is to be prepared in accordance with the "Guidelines for Preparing Mine Closure Plans" available on DMIRS's website: • 2019
31.	All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe after completion.
32.	All topsoil being removed ahead of mining operations and stockpiled for replacement in accordance with the directions of the District Mining Engineer.

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CONDITIONS

The lessee within three months of the imposition of this condition submitting a plan of the ongoing mining operations and measures to safeguard the environment to the Director, Environment, DoIR for his assessment and written approval.
The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the documents titled:
"Mining Leases 59/2, 59/10, 59/235" dated 30/5/92 and retained on Department of Minerals and Energy File No. 2158/92.
Application to Push up Alluvial M59/10" (EXP 5160) dated 29 October 2005 and retained on Department of Industry and Resources file No. 4230/01;
(MCP Reg ID 65016) "Paynes Find Gold Limited Updated Mine Closure Plan M59/10, M59/235, M59/002, M59/24 and M59/396, Allivial Gold Project" dated 28 March 23017 signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS65016-MCP as Doc ID 5110913;
(MCP Reg ID 65016) "Cover Letter Proforma Submission of New/Revised Information dated 14 July 2017" signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS-65016-MCP as Doc ID 5214063
Where a difference exists between the above document(s) and the following conditions, then the following conditions shall prevail.
The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled:
"Paynes Find Low Impact Mining Proposal" (MP 5928) dated 10 January 2008, signed by Douglas Taylor and retained on Department of Industry and Resources File No. E0019/200801;
(MCP Reg ID 65016) "Paynes Find Gold Limited Updated Mine Closure Plan M59/10, M59/235, M59/002, M59/24 and M59/396, Allivial Gold Project" dated 28 March 23017 signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS65016-MCP as Doc ID 5110913;
(MCP Reg ID 65016) "Cover Letter Proforma Submission of New/Revised Information dated 14 July 2017" signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS-65016-MCP as Doc ID 5214063
Where a difference exists between the above document(s) and the following conditions, then the following conditions shall prevail.
No excavation, excepting shafts, approaching closer to the Great Northern Highway, Highway verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Great Northern Highway and Highway verge being confined to below a depth of 30 metres from the natural surface, and on any other road or road verge, to below a depth of 15 metres from the natural surface.
No mining on Mineral Processing Reserve 15209 without the prior written consent of the Minister for Mines.
The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled:
"Mining Lease 59/244 Paynes Find Notice of Intention" dated 08 June 1992.
"Notice of Intent - Low Impact Mining Operation" dated 21 August 1995.and bot retained on Mines Department File No. 2161/92

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CONDITIONS

"Paynes Find Low Impact Mining Proposal" (MP 5928) dated 10 January 2008, signed by Douglas Taylor and retained on Department of Industry and Resources File No. E0019/200801;
(Reg ID 34254) "Paynes Find Gold Limited - Small Mining Proposal - Allivial Gold" dated June 2012 and signed by Douglas Taylor and retained on Department of Mines and Petroleum File No. EARS-MP-34254;
(MCP Reg ID 65016) "Paynes Find Gold Limited Updated Mine Closure Plan M59/10, M59/235, M59/002, M59/24 and M59/396, Allivial Gold Project" dated 28 March 23017 signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS65016-MCP as Doc ID 5110913;
(MCP Reg ID 65016) "Cover Letter Proforma Submission of New/Revised Information dated 14 July 2017" signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS-65016-MCP as Doc ID 5214063
Where a difference exists between the above documents and the following conditions, then the following conditions shall prevail.
The lessee notifying the holder of any underlying pastoral lease by certified mail and taking all reasonable steps to notify by telephone or contact in person prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The construction and operation of the project and measures to protect the environment to be carried out in accordance with the document titled:
(Reg ID 34254) "Paynes Find Gold Limited - Small Mining Proposal - Allivial Gold" dated June 2012 and signed by Douglas Taylor and retained on Department of Mines and Petroleum File No. EARS-MP-34254;
(MCP Reg ID 65016) "Paynes Find Gold Limited Updated Mine Closure Plan M59/10, M59/235, M59/002, M59/24 and M59/396, Allivial Gold Project" dated 28 March 23017 signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS65016-MCP as Doc ID 5110913;
(MCP Reg ID 65016) "Cover Letter Proforma Submission of New/Revised Information dated 14 July 2017" signed by David Holden and retained on Department of Mines, Industry Regulation and Safety File No. EARS-65016-MCP as Doc ID 5214063
Where a difference exists between the above document(s) and the following conditions, then the following conditions shall prevail.
All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
Mining on any road, road verge or road reserve being confined to below a depth of 15 metres from the natural surface.
No interference with Geodetic Survey Stations SSM-NINGHAN 72 & 131 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
No interference with the use of the Aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from the natural surface.

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CONDITIONS

The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on CR 38929 WATER.
The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on CR 41443 Recreation
No interference with Geodetic Survey Station SSM-NINGHAN132 & SSM-NINGHAN133 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on WATER ACT 57 VIC NO 20.

Tengraph interests

	Land Type	Description
49.	“C” Class Reserve	The following tenements overlap “C” Class Reserve Common R 17336: • Tenement L 59/184 (3.5268HA) (83.34%) • Tenement M 59/2 (4.9382HA) (99.51%) • Tenement M 59/10 (24.2516HA) (100%) • Tenement M 59/235 (5.9997HA) (100%) • Tenement M 59/244 (79.9568HA) (87.83%) • Tenement M 59/396 (4.0466HA) (100%) • Tenement M 59/662 (37.2031HA) (95.58%) • Tenement M 59/663 (13.9485HA) (100%) • Tenement P 59/2076 (14.1275HA) (100%) • Tenement P 59/2094 (33.908HA) (67.3%) • Tenement P 59/2101 (11.8043HA) (83.36%) • Tenement P 59/2130 (4.8887HA) (74.61%) • Tenement P 59/2151 (0.578HA) (100%) • Tenement P 59/2152 (0.125HA) (100%) • Tenement P 59/2153 (6.913HA) (100%) • Tenement P 59/2159 (165.2365HA) (90.03%) • Tenement P 59/2160 (116.5675HA) (91.74%)

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	Land Type	Description
		• Tenement P 59/2161 (80.8496HA) (68.54%) • Tenement P 59/2174 (56.3219HA) (71.85%) The following tenements overlap “C” Class Reserve Water R 38929: • Tenement P 59/2160 (7.4831HA) (5.89%) The following tenements overlap “C” Class Reserve Water R 14973: • Tenement P 59/2174 (7.2619HA) (9.26%) The following tenements overlap “C” Class Reserve Recreation R 41443: • Tenement P 59/2161 (24.9813HA) (21.18%)
50.	DAA Heritage Survey Areas	Tenement L 59/184 overlaps the following DAA Heritage Survey Areas: • HSA 104270 1 (0.0707HA) (1.67%) Tenement M 59/2 overlaps the following DAA Heritage Survey Areas: • HSA 104270 1 (0.1922HA) (3.87%) Tenement M 59/244 overlaps the following DAA Heritage Survey Areas: • HSA 104270 1 (5.2953HA) (5.82%) Tenement P 59/2094 overlaps the following DAA Heritage Survey Areas: • HSA 104270 1 (13.6917HA) (27.17%) Tenement P 59/2159 overlaps the following DAA Heritage Survey Areas: • HSA 2002289 1 (1.2959HA) (0.71%) Tenement P 59/2161 overlaps the following DAA Heritage Survey Areas: • HSA 104270 1 (14.2904HA) (12.11%) Tenement P 59/2174 overlaps the following DAA Heritage Survey Areas: • HSA 104270 1 (15.3497HA) (19.58%)
51.	File Notation Area	Tenement L 59/184 overlaps the following File Notation Area: • FNA 12713 (4.2316HA) (100%) Tenement M 59/2 overlaps the following File Notation Area: • FNA 12713 (4.9627HA) (100%) Tenement M 59/10 overlaps the following File Notation Area: • FNA 12713 (24.2516HA) (100%) Tenement M 59/235 overlaps the following File Notation Area: • FNA 12713 (5.9997HA) (100%)

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	Land Type	Description
		Tenement M 59/244 overlaps the following File Notation Area: • FNA 12713 (91.0359HA) (100%) Tenement M 59/396 overlaps the following File Notation Area: • FNA 12713 (4.0466HA) (100%) Tenement M 59/662 overlaps the following File Notation Area: • FNA 12713 (38.9251HA) (100%) Tenement M 59/663 overlaps the following File Notation Area: • FNA 12713 (13.9485HA) (100%) Tenement P 59/2076 overlaps the following File Notation Area: • FNA 12713 (14.1275HA) (100%) Tenement P 59/2094 overlaps the following File Notation Area: • FNA 12713 (50.384HA) (100%) Tenement P 59/2101 overlaps the following File Notation Area: • FNA 12713 (14.1607HA) (100%) Tenement P 59/2130 overlaps the following File Notation Area: • FNA 12713 (6.5526HA) (100%) Tenement P 59/2151 overlaps the following File Notation Area: • FNA 12713 (0.578HA) (100%) Tenement P 59/2152 overlaps the following File Notation Area: • FNA 12713 (0.125HA) (100%) Tenement P 59/2153 overlaps the following File Notation Area: • FNA 12713 (6.913HA) (100%) Tenement P 59/2159 overlaps the following File Notation Area: • FNA 12713 (183.5295HA) (100%) Tenement P 59/2160 overlaps the following File Notation Area: • FNA 12713 (127.0632HA) (100%) Tenement P 59/2161 overlaps the following File Notation Area: • FNA 12713 (117.9621HA) (100%) Tenement P 59/2161 overlaps the following File Notation Area: • FNA 15333 (1.387HA) (1.18%) Tenement P 59/2174 overlaps the following File Notation Area:

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	Land Type	Description
		• FNA 12713 (78.3907HA) (100%) Tenement P 59/2174 overlaps the following File Notation Area: • FNA 15581 (3.4336HA) (4.38%)
52.	Groundwater Area	Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems. Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914. There are 45 proclaimed groundwater areas in Western Australia where licences are required to construct or alter a well and to take groundwater. The Department of Water is responsible for managing proclaimed areas under the Act. The following Ground Water Area was identified on Tenement 59/184: • GWA 15 (4.2316HA) (100%) The following Ground Water Area was identified on Tenement M 59/2: • GWA 15 (4.9627HA) (100%) The following Ground Water Area was identified on Tenement M 59/10: • GWA 15 (24.2516HA) (100%) The following Ground Water Area was identified on Tenement M 59/235: • GWA 15 (5.9997HA) (100%) The following Ground Water Area was identified on Tenement M 59/244: • GWA 15 (91.0359HA) (100%) The following Ground Water Area was identified on Tenement M 59/396: • GWA 15 (4.0466HA) (100%) The following Ground Water Area was identified on Tenement M 59/662: • GWA 15 (38.9251HA) (100%) The following Ground Water Area was identified on Tenement M 59/663: • GWA 15 (13.9485HA) (100%) The following Ground Water Area was identified on Tenement P 59/2076: • GWA 15 (14.1275HA) (100%) The following Ground Water Area was identified on Tenement P 59/2094: • GWA 15 (50.384HA)(100%) The following Ground Water Area was identified on Tenement P 59/2101: • GWA 15 (14.1607HA) (100%) The following Ground Water Area was identified on Tenement P 59/2130:

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	Land Type	Description
		• GWA 15 (6.5526HA) (100%) The following Ground Water Area was identified on Tenement P 59/2151: • GWA 15 (0.578HA) (100%) The following Ground Water Area was identified on Tenement P 59/2152: • GWA (0.125HA) (100%) The following Ground Water Area was identified on Tenement P 59/2153: • GWA 15 (6.913HA) (100%) The following Ground Water Area was identified on Tenement P 59/2159: • GWA 15 (183.5295HA) (100%) The following Ground Water Area was identified on Tenement P 59/2160: • GWA 15 (127.0632HA) (100%) The following Ground Water Area was identified on Tenement P 59/2160: • GWA 15 (117.9621HA) (100%) The following Ground Water Area was identified on Tenement P 59/2174: • GWA 15 (78.3907HA) (100%)
53.	Special Land category	Tenement L 59/184 overlaps S57 8 Paynes Find (4.1214HA) (97.4%) Tenement M 59/2 overlaps S57 8 Paynes Find (4.9627HA) (100%) Tenement M 59/10 overlaps S57 8 Paynes Find (24.2516HA) (100%) Tenement M 59/235 overlaps S57 8 Paynes Find (5.9997HA) (100%) Tenement M 59/244 overlaps S57 8 Paynes Find (91.0359HA) (100%) Tenement M 59/396 overlaps S57 8 Paynes Find (4.0466HA) (100%) Tenement M 59/662 overlaps S57 8 Paynes Find (36.5483HA) (93.89%) Tenement M 59 /663 overlaps S57 8 Paynes Find (13.9485HA) (100%) Tenement P 59/2076 overlaps S57 8 Paynes Find (14.1275HA) (100%) Tenement P 59/2094 overlaps S57 8 Paynes Find (50.384HA)(100%) Tenement P 59/2101 overlaps S57 8 Paynes Find (14.1607HA) (100%) Tenement P 59/2130 overlaps S57 8 Paynes Find (6.5526HA) (100%) Tenement P 59/2151 overlaps S57 8 Paynes Find (0.578HA) (100%) Tenement P 59/2152 overlaps S57 8 Paynes Find (0.125HA) (100%) Tenement P 59/2153 overlaps S57 8 Paynes Find (1.7314HA) (25.05%)

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	Land Type	Description
		Tenement P 59/2159 overlaps S57 8 Paynes Find (183.5295HA) (100%) Tenement P 59/2160 overlaps S57 8 Paynes Find (127.0467HA) (99.99%) Tenement P 59/2161 overlaps S57 8 Paynes Find (117.9621HA) (100%) Tenement P 59/2174 overlaps S57 8 Paynes Find (73.8974HA) (94.27%)
54.	Native Title Area	The following Tenements overlap Native Title Area ARB 14 (Geraldton): • Tenement L 59/184 (4.2316HA) (100%) • Tenement M 59/2 (4.9627HA) (100%) • Tenement M 59/10 (24.2516HA) (100%) • Tenement M 59/235 (5.9997HA) (100%) • Tenement M 59/244 (91.0359HA) (100%) • Tenement M 59/396 (4.0466HA) (100%) • Tenement M 59/662 (38.9251HA) (100%) • Tenement M 59/663 (13.9485HA) (100%) • Tenement P 59/2076 (14.1275HA) (100%) • Tenement P 59/2094 (50.384HA)(100%) • Tenement P 59/2101 (14.1607HA) (100%) • Tenement P 59/2130 (6.5526HA) (100%) • Tenement P 59/2151 (0.578HA) (100%) • Tenement P 59/2152 (0.125HA) (100%) • Tenement P 59/2153 (6.913HA) (100%) • Tenement P 59/2159 (183.5295HA) (100%) • Tenement P 59/2160 (127.0632HA) (100%) • Tenement P 59/2161 (117.9621HA) (100%) • Tenement P 59/2174 (78.3907HA) (100%)
55.	Road Reserve	Tenement L 59/184 overlaps the following Road Reserves: • Goodingnow Road • Great Northern Highway • Maranalgo Road Tenement M 59/2 overlaps the following Road Reserve: • Great Northern Highway

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	Land Type	Description
		Tenement M 59/244 overlaps the following Road Reserve: • Great Northern Highway Tenement M 59/662 overlaps the following Road Reserve: • Maranalgo Road Tenement P 59/2094 overlaps the following Road Reserve: • Goodingnow Road • Great Northern Highway • Maranalgo Road Tenement P 59/2160 overlaps the following Road Reserve: • Paynes Find Yalgoo Road Tenement P 59/2161 overlaps the following Road Reserve: • Great Northern Highway Tenement P 59/2174 overlaps the following Road Reserve: • Great Northern Highway • No. 7168 • Paynes Find Sandstone Road
56.	“C” Class Reserve Mineral Processing	Tenement M 59/244 overlaps the following “C” Class Reserve Mineral Processing: • R 15209 (0.9237HA) (1.01%) Tenement P 59/2130 overlaps the following “C” Class Reserve Mineral Processing: • R 15209 (1.5019HA) (22.92%)
57.	Unallocated Crown Land	Tenement P 59/2094 overlaps the following unallocated crown land: • Unallocated crown land: 2 Land parcels affected (2.7175HA) (5.39%) Tenement P 59/2174 overlaps the following unallocated crown land: • Unallocated crown land: 1 Land parcel affected (0.1804HA) (0.23%)
58.	Lease	Tenement P 59/2159 overlaps the following Lease: • PL N049792 (18.293HA) (9.97%) Tenement P 59/2161 overlaps the following Lease: • PL N049835 (1.3869HA) (1.18%)

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PART II – NATIVE TITLE CLAIMS

TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	REGISTERED	IN MEDIATION	STATUS
WCD2015/ 001	WAD6123/1998	Badimia People	Yes	No	Claim Determi ned

NATIVE TITLE DETERMINATIONS

None

ILUAs

The land the subject of the Tenements is not subject to any ILUAs.

HERITAGE & COMPENSATION AGREEMENTS

The land the subject of the Tenements is not subject to any Heritage & Compensation Agreements.

ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

The following registered Aboriginal Sites were identified from the Heritage Searches:

Registered Site	Affected Tenement	Status	ID	Type
Paynes Find Reserve 14973	P 59/2174	Registered	4529	Ceremonial, Camp
		Site

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PART III – MATERIAL CONTRACT SUMMARIES

Refer to summaries of the loan agreement, security interest deed and mortgages in place between the Company and New York Securities Pty Ltd in Section 9.3 of the Prospectus.

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ANNEXURE C – INDEPENDENT LIMITED ASSURANCE REPORT

184

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14 April 2021

The Directors Cervantes Corporation Limited Shop 12, South Shore Piazza 85 South Perth Esplanade SOUTH PERTH WA 6151

Dear Directors

INDEPENDENT LIMITED ASSURANCE REPORT ON CERVANTES CORPORATION LIMITED HISTORICAL AND PRO FORMA HISTORICAL FINANCIAL INFORMATION

We have been engaged by Cervantes Corporation Limited (“the Company”) to report on the historical financial information and pro forma historical financial information for the as at 31 December 2020 for inclusion in the prospectus (“the Prospectus”) dated on or about 16 April 2021 relating to the issue of the following securities:

268,004,155 shares in the Company (at $0.003 per share, raising $804,012) being raised under the Rights Issue with an attaching option for every 2 shares issued;
750,000,000 shares in the Company (at $0.003 per share, raising $2,250,000) being raised under the Placement with an attaching option for every 2 shares issued; and
625,000,000 options in the Company (at $0.0005 per option, raising $312,500) being raised under the Options Placement.

The IPO offer is fully underwritten by Westar Capital Limited (ABN 28 009 372 838).

The future prospects of the Company, other than the preparation of Pro Forma Historical Financial Information, assuming completion of the transactions summarised in Section 6.3 of the Prospectus, are not addressed in this report.

SCOPE

Historical Financial Information

You have requested Rothsay Auditing to review the following historical financial information of the Company included in Section 6 of the Prospectus:

the Statement of Financial Position as at 31 December 2020; and
the notes to the financial statement

(collectively referred to as “the Historical Financial Information”).

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the Company’s adopted accounting policies. The historical financial information has been extracted from the financial report of the Company for the half-year ended 31 December 2020. The Historical Financial Information is presented in Section 6 of the Prospectus is in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

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Pro Forma Historical Financial Information

You have requested Rothsay Auditing to review the pro forma historical Statement of Financial Position as at 31 December 2020 (“the Pro Forma Historical Financial Information”).

The Pro Forma Historical Financial Information has been derived from the Historical Financial Information of the Company, after adjusting for the effects of pro forma adjustments described in Section 6 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the Historical Financial Information and the events or transactions to which the pro forma adjustments relate, as described in Section 6 of the Prospectus, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the Pro Forma Historical Financial Information does not represent the Company’s actual or prospective financial position.

DIRECTORS’ RESPONSIBILITY

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

OUR RESPONSIBILITY

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

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

CONCLUSIONS

Historical financial information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as described in Section 6 of the Prospectus, and comprising:

the Statement of Financial Position as at 31 December 2020; and
the notes to the above financial statement;

are not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 6 of the Prospectus.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information, being the Statement of Financial Position as at 31 December 2020, is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in Section 6 of the Prospectus.

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RESTRICTION ON USE

Without modifying our conclusions, we draw attention to Section 6 of the Prospectus, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

CONSENT

Rothsay Auditing has consented to the inclusion of this assurance report in the Prospectus in the form and context in which it is included. Rothsay Auditing has not authorised the issue of the Prospectus. Accordingly, Rothsay Auditing makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

DECLARATION OF INTEREST

Rothsay Auditing does not have any interest that could be reasonably regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Rothsay Auditing will receive a professional fee for the preparation of this report.

Rothsay Auditing

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Daniel Dalla Partner

APPLICATION FORMS

188

AI assistant

REACH RESOURCES LIMITED — Capital/Financing Update 2021

65731_rns_2021-04-15_b0096454-fe47-438a-83cd-b70a372ae8e1.pdf

CERVANTES CORPORATION LTD ACN 097 982 235

PROSPECTUS

(together, the Offers ).

Lead Manager/Underwriter

IMPORTANT NOTICE

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

IMPORTANT NOTICE

Exposure Period

No offering where offering would be illegal

Information for New Zealand Residents

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 SubRegister System (CHESS) and Issuer Sponsorship

Photographs and Diagrams

Definitions and Time

Privacy statement

Enquiries

CORPORATE DIRECTORY

Current Directors

Investigating Accountant

Auditor

Proposed Directors

Independent Technical Report

Company Secretary

Lead Manager/Underwriter

Current and Proposed ASX Code

Registered Office

Share Registry[4]

Legal advisers

Notes:

TABLE OF CONTENTS

1. CHAIRMAN’S LETTER

Collin Vost Chairman and Managing Director Cervantes Corporation Ltd

2. KEY OFFER AND REINSTATEMENT INFORMATION

INDICATIVE TIMETABLE[1]

KEY STATISTICS OF THE OFFERS

Notes:

BACKGROUND TO THE OFFERS

GENERAL MEETING

REINSTATEMENT CONDITIONS

3. INVESTMENT OVERVIEW

4. DETAILS OF THE OFFERS

4.1 The Rights Issue Offer

4.1.1 What Eligible Shareholders may do

4.1.2 Payment options

by 2:00pm (WST) on the Closing Date. The Company shall not be responsible for any delay in the receipt of the BPAY® payment.

Guidance where you have more than one CRN (Shareholding of Shares)

(b)

By Electronic Funds Transfer (overseas applicants)

(c) By Cheque

4.1.3 Implications of an acceptance

4.1.4 Shortfall Offer

4.1.5 Potential dilution on non-participating Shareholders

Notes:

4.1.6 Underwriting and sub-underwriting

4.1.7 Related party sub-underwriting

Notes:

4.2 Placement Offer

4.3

Option Placement Offer

4.4 No minimum subscription

4.5 Oversubscriptions

4.6 Underwriter

4.7 Lead Manager

4.8 Condition of the Placement Offer and Option Placement Offer

4.9 Purpose of the Offers

4.10 Applications

4.11 Allocation policy under the Offers

4.12 ASX listing

4.13 Issue

REACH RESOURCES LIMITED Capital/Financing Update 2021