RESOLUTION MINERALS LTD — Interim / Quarterly Report 2018

Mar 15, 2018

NORTHERN COBALT LTD ACN: 617 789 732

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ACN 617 789 732

Interim Consolidated Financial Statements

for the half-year ended 31 December 2017

NORTHERN COBALT LTD ACN: 617 789 732

Contents

DIRECTORS’ REPORT .................................................................................................................................................................. 2 AUDITOR’S INDEPENDENCE DECLARATION............................................................................................................................. 3 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ....................................................................... 4 STATEMENT OF FINANCIAL POSITION ...................................................................................................................................... 5 STATEMENT OF CHANGES IN EQUITY....................................................................................................................................... 6 STATEMENT OF CASH FLOWS ................................................................................................................................................... 7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................................................................... 8 DIRECTORS’ DECLARATION ..................................................................................................................................................... 14 INDEPENDENT REVIEW REPORT ............................................................................................................................................. 15

This Interim Report covers Northern Cobalt Ltd (“N27” or the “Company”) as a Group consisting of Northern Cobalt Ltd and its subsidiaries, collectively referred to as the “Group”. The financial report is presented in the Australian currency.

N27 is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Northern Cobalt Ltd 67 Goodwood Road Wayville SA 5034

Website www.northerncobalt.com.au

NORTHERN COBALT LTD ACN: 617 789 732

Directors’ Report

The Directors of Northern Cobalt Ltd present their Report together with the financial statements of the consolidated entity, being Northern Cobalt (“N27” or “the Company”) and its controlled entities (“the Group”) for the half year ended 31 December 2017 and the Independent Review Report thereon.

DIRECTORS

The following persons were directors of N27 throughout the period.

• Leonard Dean

• Michael Schwarz

• Duncan Chessell

• Andrew Shearer

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

Northern Cobalt Ltd holds exploration projects comprising tenements in highly prospective geology for cobalt and lithium in the Northern Territory.

In the half year to 31 December 2017, the Company commenced its exploration programs at its 100%-owned tenements in the Wollogorang region in the Northern Territory. In addition to the exploration activity commencing immediately upon ASX listing, the Company also acquired nine tenements prospective for lithium and rare earth elements in the Northern Arunta Pegmatite Province in the NT in December 2017.

The net loss of the Company, from the six months to 31 December 2017 was $522,767.

During the period, the Company raised $4,213,500 million through a successful initial public offering and was admitted to ASX on 20 September 2017 – commencing trading on ASX on 22 September 2017.

A copy of the auditor’s independence declaration as required under s307C of the Corporations Act 2001 (Cth) is included on page 3 of this financial report and forms part of this Directors’ Report.

Signed in accordance with a resolution of the directors.

Michael Schwarz Managing Director

15 March 2018

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Grant Thornton House Level 3 170 Frome Street Adelaide, SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001

T 61 8 8372 6666 F 61 8 8372 6677 E info.sa@au.gt.com W www.grantthornton.com.au

Auditor’s Independence Declaration To the Directors of Northern Cobalt Ltd

In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the review of Northern Cobalt Ltd for the half-year ended 31 December 2017. I declare that, to the best of my knowledge and belief, there have been:

• a No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

• b No contraventions of any applicable code of professional conduct in relation to the review.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

J L Humphrey Partner – Audit & Assurance

Adelaide, 15 March 2018

Grant Thornton Audit Pty Ltd ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

NORTHERN COBALT LTD ACN: 617 789 732

Statement of Profit or Loss and Other Comprehensive Income For the half year ended 31 December 2017

Notes Interest income Administration costs Employee benefits expense Exploration expense Depreciation Other expenses Loss before tax Income tax benefit Loss for the period from continuing operations attributable to owners of the parent Other Comprehensive income attributable to owners of the parent Total Comprehensive loss for the period attributable to owners of the parent Earnings Per Share from Continuing Operations Basic and diluted Loss – cents per share 2	31 December 2017 $ 7,888 (304,524) (172,550) (13,002) (5,201) (35,378)
	(522,767) -
	(522,767) -
	(522,767)
	(2.01)

As the Company was registered on 6 March 2017 there is no comparative financial information.

This statement should be read in conjunction with the notes to the financial statements.

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NORTHERN COBALT LTD ACN: 617 789 732

Statement of Financial Position As at 31 December 2017

Notes ASSETS Current assets Cash and cash equivalents Other current assets Total current assets Non-current assets Exploration and evaluation expenditure 3 Plant and equipment Financial asset Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Employee provisions Total current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 5 Reserves 6 Accumulated losses TOTAL EQUITY	31 December 2017 $ 30 June 2017 $ 2,414,498 327,885 73,984 129,376
	2,488,482 457,261
	2,592,649 - 71,081 1,061 - 28,000
	2,663,730 29,061
	5,152,212 486,322
	336,790 171,751 2,369 -
	339,159 171,751
	339,159 171,751
	4,813,053 314,571
	4,911,008 606,170 720,858 4,447 (818,813) (296,046)
	4,813,053 314,571

This statement should be read in conjunction with the notes to the financial statements.

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NORTHERN COBALT LTD ACN: 617 789 732

Statement of Changes in Equity

For the half year ended 31 December 2017

Balance at 1 July 2017 IPO shares Fair value of shares issued for the acquisition of projects Fair value of shares issued in consideration for services Exercise of quoted options Issue costs (including IPO promoter options) Fair value of options issued to officers Transactions with owners Comprehensive income: Total profit or loss for the reporting period Total other comprehensive income for the reporting period Balance 31 December 2017	Issued capital $ Option reserve $ Accumulated losses $ Total equity $ 606,170 4,447 (296,046) 314,571
	4,213,500 - - 4,213,500 702,000 - - 702,000 38,500 - - 38,500 405,269 - - 405,269 (1,054,431) 663,001 - (391,430) - 53,410 - 53,410
	4,304,838 716,411 - 5,021,249
	- - (522,767) (522,767) - - - -
	4,911,008 720,858 (818,813) 4,813,053

As the Company was registered on 6 March 2017 there is no comparative financial information.

This statement should be read in conjunction with the notes to the financial statements.

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NORTHERN COBALT LTD ACN: 617 789 732

Statement of Cash Flows

For the half year ended 31 December 2017

Operating activities Interest received Payments to suppliers and employees Net cash used in operating activities Investing activities Payments for plant and equipment Payments for capitalised exploration expenditure Net cash used in investing activities Financing activities Proceeds from issue of share capital Proceeds from issue of exercise of options Payments for capital raising costs Net cash from financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of reporting period Cash and cash equivalents, end of period	31 December 2017 $ 3,713 (335,404)
	(331,691)
	(70,762) (1,669,100)
	(1,739,862)
	4,213,500 405,269 (460,603)
	4,158,166
	2,086,613
	327,885
	2,414,498

As the Company was registered on 6 March 2017 there is no comparative financial information.

This statement should be read in conjunction with the notes to the financial statements.

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

Notes to the consolidated financial statements

For the period ended 31 December 2017

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

The Group’s principal activities are the exploration for cobalt deposits in the Northern Territory.

b) General information and basis of preparation

The interim consolidated financial statements (the interim financial statements) of the Group are for the six months ended 31 December 2017 and are presented in Australian dollars ($), which is the functional currency of the parent company. These general purpose interim financial statements have been prepared in accordance with the requirements of the Corporations Act 2001 (Cth) and AASB 134 Interim Financial Reporting. They do not include all of the information required in annual financial statements in accordance with AIFRS, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 June 2017 and any public announcements made by the Group during the half-year in accordance with the continuous disclosure requirements arising under the Australian Securities Exchange Listing Rules and the Corporations Act 2001 (Cth). The Company is a for profit entity for the purposes of preparing its financial statements.

As the Company was registered on 6 March 2017 there is no comparative financial information for the six month period to December 2016.

The interim financial statements have been approved and authorised for issue by the board of directors on 15 March 2018.

c) Significant accounting Policies

The interim financial statements have been prepared in accordance with the same accounting policies adopted in the Group’s last annual financial statements for the year ended 30 June 2017.

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these interim financial statements other than a change to the depreciation method from straight line to diminishing value method – there is no impact on the financial position of the Group resulting from the change.

d) Critical accounting estimates and judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends of economic data, obtained both externally and within the Group.

i) Key estimates - impairment

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined.

ii) Key judgements - exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made.

In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made.

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

2. EARNINGS PER SHARE

The weighted average number of shares for the purpose of diluted earnings per share can be reconciled to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

6 months to December 2017 # Weighted average number of shares used in basic earnings per share 26,058,565 Weighted average number of shares used in diluted earnings per share 26,058,565 Loss per share – basic and diluted (cents) 2.01

There were 20,757,407 options outstanding at the end of the period that have not been taken into account in calculating diluted EPS due to their effect being anti-dilutive.

3. EXPLORATION AND EVALUATION EXPENDITURE

Opening balance Expenditure on exploration during the period Acquisition of projects Transfer of prior year expenditure classified as financial assets Exploration expenditure expensed Closing balance	31 December 2017 $ 30 June 2017 $ - - 1,875,651 85,041 702,000 - 28,000 (13,002) (85,041)
	2,592,649 -

During the period, the Company issued 3,510,000 Shares upon completion of the agreement to acquire the shares of Mangrove Resources Pty Ltd and list on ASX. The fair value of the shares issued and cash consideration paid is reflected in the acquisition of projects above.

4. ASSET ACQUISITION

On 16 June 2017, Northern Cobalt Limited entered into a Share Sale Agreement to acquire 100% of the issued share capital of Mangrove Resources Pty Limited. Under the principles of AASB 3 Business Combinations, Northern Cobalt Limited is the accounting acquirer in the business combination. Under the principles of AASB 3 Business Combinations, when an entity acquires a group of assets or net assets that does not constitute a business, it shall allocate the cost of the group between the individual identifiable assets and liabilities in the group based on their relative fair value at the date of the acquisition. As Mangrove Resources Pty Limited is not carrying on a business the acquisition will be accounted for as an asset acquisition and the purchase consideration will be allocated to the individual identifiable assets and liabilities based on their relative fair value.

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

5. SHARE CAPITAL

31 December 2017 (a) Issued and paid up capital Fully paid ordinary shares (b) Movements in fully paid shares Balance as at 1 July 2017 Initial Public Offering Fair value of shares issued for the acquisition of projects Exercise of quoted options Fair value of shares issued in consideration for services Capital raising costs Balance as at 31 December 2017 30 June 2017 (a) Issued and paid up capital Fully paid ordinary shares (b) Movements in fully paid shares Balance as at registration Seed capital issued Issue costs Balance as at 30 June 2017	Number of shares 31 December 2017 $ 37,796,343 4,911,008
	37,796,343 4,911,008
	11,000,000 606,170 21,067,500 4,213,500 3,510,000 702,000 2,026,343 405,269 192,500 38,500 - (1,054,431)
	37,796,343 4,911,008
	Number of shares 30 June 2017 $ 11,000,000 606,170
	11,000,000 606,170
	- - 11,000,000 643,070 - (36,900)
	11,000,000 606,170

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

6. RESERVES

Share based payments are in line with the Northern Cobalt Ltd remuneration policy. Listed below are summaries of options granted:

Reconciliation of options reserve Opening balance Fair value of options issued during the period Exercise of options Closing balance	31 December 2017 $ 30 June 2017 $ 4,447 - 716,411 4,447 - -
	720,858 4,447

During the six months to 31 December 2017, 2,026,343 listed options were exercised. No fair value has been allocated to the quoted options exercised as the options were issued under the IPO in conjunction the IPO shares.

Further, 5,800,000 unlisted options were issued to promoters of the IPO and 450,000 unlisted options were issued to the Company Secretary as remuneration. The options have an exercise price of $0.25 and fair value range between 11.43 cents each and 11.87 cents. The options expire between 21 March 2021 and 6 September 2021.

Nature and purpose of reserves

The share option reserve and performance rights reserve is used to recognise the fair value of all options and performance rights.

7. OPERATING SEGMENTS

The Directors have considered the requirements of AASB 8 – Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board) in allocating resources have concluded that at this time there are no separately identifiable segments.

8. COMMITMENTS AND CONTINGENT LIABILITIES

In order to maintain rights of tenure to exploration permits, the Group has certain obligations to perform minimum exploration work and expend minimum amounts of money.

Due to the nature of the Group’s operations in exploring and evaluating areas of interest, it is difficult to accurately forecast the nature or amount of future expenditure. It will be necessary for the Group to incur expenditure in order to retain present interests in exploration licences.

The Group has no contingent liabilities at reporting date.

9. PERFORMANCE SHARES

The following disclosure is a condition of the Company’s admission to ASX. During the reporting period, and upon completion of the acquisition of Mangrove Resources Pty Ltd, the Company issued 13,175,000 class A and class B performance shares as detailed in the table below:

Class of performance shares	Grant date	Expiry date	Exercise price of shares	Number on issue
Class A	4 September 2017	4 September 2022	$Nil	9,600,000
Class B	4 September 2017	4 September 2022	$Nil	3,575,000
Total performance shares				13,175,000

There were no performance shares converted or cancelled during the reporting period and no vesting conditions were met during the reporting period.

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

The cost of the assets acquired does not initially include any amount relating to the performance shares due to uncertainties in relation to the conversion of the performance shares. Any subsequent payments made in relation to the contingent element are either adjusted against the cost of asset or recognised in profit or loss as incurred. Terms associated with performance shares:

1. Conversion and expiry of Class A Performance Shares and Class B Performance Shares

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(Conversion on achievement of Class A Milestone)

Each Class A Performance Share will convert into a Share on a one for one basis upon the earlier of:

• (i) the Company announcing to ASX the delineation of an Inferred (or higher category) Mineral Resource in accordance with the JORC Code containing at least 6,000 tonnes Cobalt equivalent, at a grade of 0.12% Cobalt equivalent or greater (reported in accordance with clause 50 of the JORC Code), on the Tenements ( Class A Resource Estimate Milestone ); or

• (ii) the Company selling or transferring (directly or indirectly) for value of at least $5 million to a third party (being any person or entity other than a wholly-owned subsidiary of the Company) 100% of the shares of Mangrove, or 100% of the Company’s legal or beneficial interest in the Tenements ( Class A Disposal Milestone ),

within 5 years after Completion (each a Class A Milestone ).

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• ( A Expiry ) A Class A Milestone must be determined to have been achieved or not achieved by no later than 5:00 pm on the date that is one month after the conclusion of the time period for satisfaction set out in paragraph 1(a) ( A Expiry Date ).

(Conversion on achievement of Class B Milestone)

Each Class B Performance Share will convert into a Share on a one for one basis upon the earlier of:

• (i) the Company announcing to ASX the delineation of an Inferred (or higher category) Mineral Resource in accordance with the JORC Code containing at least 15,000 tonnes Cobalt equivalent, at a grade of 0.12% Cobalt equivalent or higher (reported in accordance with clause 50 of the JORC Code), on the Tenements ( Class B Resource Milestone ); or

• (ii) the Company selling or transferring (directly or indirectly) for value of at least $20 million to a third party (being any person or entity other than a wholly-owned subsidiary of the Company) 100% of the shares of Mangrove, or 100% of the Company’s legal or beneficial interest in the Tenements, ( Class B Disposal Milestone ),

within 5 years after Completion (each a Class B Milestone ).

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• ( B Expiry ) A Class B Milestone must be determined to have been achieved or not achieved by no later than 5:00 pm on the date that is one month after the conclusion of the time period for satisfaction set out in paragraph 1(c) ( B Expiry Date ).

• ( No conversion ) To the extent that Performance Shares in a Class have not converted into Shares on or before the Expiry Date applicable to that Class, then all such unconverted Performance Shares in that Class held by each Holder will automatically consolidate into one Performance Share and will then convert into one Share.

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• ( Conversion procedure ) The Company will issue a Holder with a new holding statement for the Share or Shares as soon as practicable following the conversion of each Performance Share.

• ( Ranking of shares ) Each Share into which a Performance Share will convert will upon issue:

• (i) rank equally in all respects (including, without limitation, rights relating to dividends) with other issued Shares;

• (ii) be issued credited as fully paid;

• (iii) be duly authorised and issued by all necessary corporate action; and

• (iv) be issued free from all liens, charges, and encumbrances, whether known about or not, including statutory and other pre-emptive rights and any transfer restrictions.

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

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• ( Disposal exclusions ) Entering into a joint venture, farm-in or other similar transaction relating to the Tenements, or any disposal or relinquishment of the Tenements due to failure to renew, failure to comply with conditions of grant, or any government action, will not be capable of constituting a Class A Disposal Milestone or a Class B Disposal Milestone.

2. Conversion on change of control

If there is a Change of Control Event in relation to the Company prior to the conversion of the Performance Shares, then:

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• the Milestone will be deemed to have been achieved; and

• each Performance Share will automatically and immediately convert into Shares,

however, if the number of Shares to be issued as a result of the conversion of all Performance Shares due to a Change in Control Event in relation to the Company is in excess of 10% of the total fully diluted share capital of the Company at the time of the conversion, then the number of Performance Shares to be converted will be pro-rated so that the aggregate number of Shares issued upon conversion of all Performance Shares is equal to 10% of the entire fully diluted share capital of the Company.

3. Rights attaching to Performance Shares

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• ( Share capital ) Each Performance Share is a share in the capital of the Company.

• ( General meetings ) Each Performance Share confers on a Holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to Shareholders. A Holder has the right to attend general meetings of Shareholders of the Company.

• ( No Voting rights ) A Performance Share does not entitle a Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company.

• ( No dividend rights ) A Performance Share does not entitle a Holder to any dividends.

• ( Rights on winding up ) A Performance Share does not entitle a Holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

• ( Not transferable ) A Performance Share is not transferable.

• ( Reorganisation of capital ) If there is a reorganisation (including, without limitation, consolidation, subdivision, reduction or return) of the issued capital of the Company, the rights of a Holder will be varied (as appropriate) in accordance with the ASX Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

• ( Quotation of shares on conversion ) An application will be made by the Company to ASX for official quotation of the Shares issued upon the conversion of each Performance Share within the time period required by the ASX Listing Rules.

• ( Participation in entitlements and bonus issues ) A Performance Share does not entitle a Holder to participate in new issues of capital offered to holders of Shares, such as bonus issues and entitlement issues.

( No other rights ) A Performance Share does not give a Holder any other rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

10. EVENTS ARISING SINCE THE END OF THE REPORTING PERIOD

No matters or circumstances, other than those listed below, have arisen since the end of the half-year which significantly affected or may significantly affect the operations of the Company or Group, the results of those operations or the state of affairs of the Company and Group in subsequent financial years.

On 8 February 2018, the Company issued 600,000 shares as consideration for the purchase of nine tenements prospective for lithium and rare earth elements in the Northern Arunta Pegmatite Province in the NT as announced on 15 December 2017.

Between 19 January 2018 and 23 February 2018, the Company issued 1,556,500 shares upon the exercise of quoted options.

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NORTHERN COBALT LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2017

Directors’ Declaration

In the opinion of the Directors of Northern Cobalt Ltd:

• a) the consolidated financial statements and notes of Northern Cobalt Ltd are in accordance with the Corporations Act 2001 (Cth) , including:

• i. giving a true and fair view of its financial position as at 31 December 2017 and of its performance for the halfyear ended on that date; and

• ii. complying with Accounting Standard 134 Interim Financial Reporting; and

• b) there are reasonable grounds to believe that the Company will be able to pay its debts when they become due and payable.

Signed in accordance with a resolution of the Directors:

Michael Schwarz Managing Director

Adelaide

15 March 2018

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Grant Thornton House Level 3 170 Frome Street Adelaide, SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001

T 61 8 8372 6666 F 61 8 8372 6677 E info.sa@au.gt.com W www.grantthornton.com.au

Independent Auditor’s Review Report To the Members of Northern Cobalt Limited

Report on the Half Year Financial Report

Conclusion

We have reviewed the accompanying half year financial report of Northern Cobalt Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2017, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half year ended on that date, a description of accounting policies, other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the half year financial report of Northern Cobalt Limited does not give a true and fair view of the financial position of the Group as at 31 December 2017, and of its financial performance and its cash flows for the half year ended on that date, in accordance with the Corporations Act 2001 , including complying with Accounting Standard AASB 134 Interim Financial reporting .

Directors’ Responsibility for the Half Year Financial Report

The Directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Grant Thornton Audit Pty Ltd ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s Responsibility

Our responsibility is to express a conclusion on the half year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2017and its performance for the half year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Northern Cobalt Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half year financial report 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 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.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

J L Humphrey Partner – Audit & Assurance

Adelaide, 15 March 2018