ROX RESOURCES LIMITED — Capital/Financing Update 2018

Aug 7, 2018

R R L 1 5 8 2 D

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8 AUGUST 2018 R R L 1 5 8 2 D HELIOS ACQUIRES BRONZEWING SOUTH GOLD PROJECT

Rox Resources Limited (ASX: RXL) (“Rox” or “the Company”) is pleased to announce that its 100%-owned subsidiary, Helios Gold Limited (“Helios”) has acquired an option to purchase the Bronzewing South gold project from private company, Carnegie Exploration Pty Ltd (“Carnegie”).

Rox plans to list Helios on the Australian Stock Exchange (“ASX”) via an Initial Public Offering (“IPO”) in the near future (ASX:RXL 8 May 2018).

The Bronzewing South gold project complements Helios’ existing Mt Fisher gold project which hosts mineral resources of 1.0 Mt @ 2.7 g/tAu for 89,000 ounces gold (ASX:RXL 11 July 2018) (Figure 1).

There are seven tenements covering 115 km[2] comprising the Bronzewing South project, located south and west of the Bronzewing gold mine (Figure 2), including E36/854 which was famously fought over in the High Court by a number of parties in the late 1990’s.

There are a number of historic drill intersections* from the tenements including:

4m @ 6.53 g/tAu from 56m depth, and 4m @ 2.03 g/tAu from 108m depth, in aircore drilling, and

4m @ 2.36 g/tAu from 124m depth, 1m @ 5.67 g/tAu from 127m depth, and

1m @ 4.42 g/tAu from 230m depth, in RC drilling

* Sourced from old Mines Dept reports by Audax Resources and Newmont Exploration Pty Ltd (See Appendix JORC Table).

Aircore results from tenement E36/854 (south of the Bronzewing mine) indicate untested gold anomalism along a trend east of where previous exploration for the southerly extension of the Bronzewing gold lodes had focussed. Examination of these data show that a depressed regolith

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profile exists here (Figure 3), similar to that originally found in early drilling over the 3.6 million ounce Bronzewing orebody.

The tenements north west of Bronzewing (called the Orelia North trend) are along strike from the Orelia gold deposit recently announced to contain > 1 million ounces of gold (ASX:EAR 14 June 2018), and extension of the shear hosting Orelia has been interpreted to continue into the Helios tenements (Figure 4).

Helios plans to aggressively explore these tenements (and the Mt Fisher tenure) upon a successful IPO and ASX listing.

Commercial Terms

The commercial terms of the option agreement are:

1. Payment of a non-refundable deposit of $20,000 cash up signing of the agreement for a six- month option period,

2. Payment of $80,000 cash and the issue of 2,000,000 shares in Helios to Carnegie upon the successful IPO and ASX listing of Helios (at this point the option will have been exercised),

3. A further issue of $725,000 in cash or Helios shares when an Inferred Mineral Resource of greater than 250,000 ounces of gold is announced by Helios, and

4. $1,250,000 in cash or Helios shares when an Indicated Mineral Resource of greater than 500,000 ounces of gold is announced by Helios.

ENDS

For more information:

Shareholders/Investors

Media

Ian Mulholland Michael Weir / Cameron Gilenko Managing Director Citadel-MAGNUS Tel: +61 8 9226 0044 Tel: +61 8 6160 4903 admin@roxresources.com.au mweir@citadelmagnus.com

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Figure 1: Location of Bronzewing South and Mt Fisher gold projects

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Figure 2: Bronzewing South Tenements

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Figure 3 - E36/854 - Contour of Depth to Drill Refusal

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Figure 4 – Magnetic map along the Orelia North Trend showing lineament trends

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Competent Person Statements:

Resource Statements

The information in this report that relates to gold Mineral Resources for the Mt Fisher project was reported to the ASX on 11 July 2018 (JORC 2012). Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 11 July 2018, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 11 July 2018 continue to apply and have not materially changed.

The information in this report that relates to nickel Mineral Resources for the Fisher East project was reported to the ASX on 5 February 2016 (JORC 2012). Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 5 February 2016, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 5 February 2016 continue to apply and have not materially changed.

The information in this report that relates to nickel Mineral Resources for the Collurabbie project was reported to the ASX on 18 August 2017 (JORC 2012). Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 18 August 2017, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 18 August 2017 continue to apply and have not materially changed.

Exploration Results

The information in this report that relates to previous Exploration Results, was either prepared and first disclosed under the JORC Code 2004 or under the JORC Code 2012 and has been properly and extensively cross-referenced in the text to the date of original announcement to ASX. In the case of the 2004 JORC Code Exploration Results and Mineral Resources, they have not been updated to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

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About Rox Resources

Rox Resources Limited is an emerging Australian minerals exploration company. The company has a number of key assets at various levels of development with exposure to gold, nickel, copper and platinum group elements (PGE’s), including the Mt Fisher Gold Project (WA), the Fisher East Nickel Project (WA), and the Collurabbie Nickel-Copper-PGE Project (WA).

Fisher East Nickel Project (100%)

The Fisher East nickel project is located in the North Eastern Goldfields region of Western Australia and hosts several nickel sulphide deposits. The total project area is ~350km[2] .

Discovery of, and drilling at the Camelwood, Cannonball and Musket nickel prospects has defined a JORC 2012 Mineral Resource (ASX:RXL 5 February 2016) of 2.0Mt grading 2.5% Ni reported at 1.5% Ni cut-off (Indicated Mineral Resource: 1.9Mt grading 2.5% Ni, Inferred Mineral Resource: 0.1Mt grading 2.3% Ni) comprising massive and disseminated nickel sulphide mineralisation, and containing 50,600 tonnes of nickel . Higher grade mineralisation is present in all deposits (refer to ASX announcement above) and is still open at depth beneath each deposit. Additional nickel sulphide deposits continue to be discovered (e.g. Sabre) and these will add to the resource base. Exploration is continuing to define further zones of potential nickel sulphide mineralisation.

Mt Fisher Gold Project (100%)

The Mt Fisher gold project is located in the North Eastern Goldfields region of Western Australia, adjacent to the Fisher East nickel project, and hosts several gold deposits. The total project area is ~220km[2] .

Drilling by Rox has also defined numerous high-grade gold targets and a JORC 2012 Measured, Indicated and Inferred Mineral Resource (ASX:RXL 11 July 2018) of 1.0 million tonnes grading 2.7 g/t Au reported at a 0.8 g/tAu cut-off exists for 89,000 ounces of gold (Measured: 170,000 tonnes grading 4.1 g/t Au, Indicated: 220,000 tonnes grading 2.7 g/t Au, Inferred: 630,000 tonnes grading 2.3 g/t Au) aggregated over the Damsel, Moray Reef and Mt Fisher deposits.

Collurabbie Gold-Nickel Project (100%)

The Collurabbie project is located in the highly prospective North Eastern Goldfields region of Western Australia and is prospective for gold and nickel. The project area of 123km[2] hosts the Olympia nickel sulphide deposit and a number of other prospects for nickel sulphide mineralisation. A JORC 2012 Inferred Mineral Resource of 573,000t grading 1.63% Ni, 1.19% Cu, 0.082% Co, 1.49g/t Pd, 0.85g/t Pt has been defined at Olympia (ASX:RXL 18 August 2017). The style of nickel sulphide mineralisation is different to that at Fisher East, with a significant copper and PGE component at Collurabbie, and has been compared to the Raglan nickel deposits in Canada (>1Mt contained nickel).

In addition, there is potential for gold mineralisation, with several strong drilling intersections including 2m @ 2.4g/t Au from the Naxos prospect.

Bonya Copper Project (40%)

Rox (40%) has agreeed to sell its interest in the Bonya project to Thor Mining PLC for A$550,000 in Thor shares (29 March 2018). Completion is expected during the next quarter.

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APPENDIX 1

JORC Code, 2012 Edition - Table 1

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling	 Nature and quality of sampling (e.g. cut	 Aircore, RAB Drilling
techniques	channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld	Aircore samples were collected as 4m composited intervals, it is unknown if these were spear or split sampled and results are taken as being indicative only.
	XRF instruments, etc). These examples	 RC Drilling
	should not be taken as limiting the broad meaning of sampling.  Include reference to measures taken to ensure sample representivity and the	Single metre intervals were collected and composited into 4m intervals for first pass assay. Samples identified as anomalous were resubmitted as single
	appropriate calibration of any	metre intervals. Samples are assumed
	measurement tools or systems used.	to have been split through a cyclone to
	 Aspects of the determination of mineralisation that are Material to the Public Report.	produce a composite and single metre sample but it is unknown if this was done through a cone or riffle splitter.
	 In cases where ‘industry standard’ work	 Diamond Drilling
	has been done this would be relatively simple (e.g. ‘reverse circulation drilling	RC pre-collar with HQ3 diamond tail and was undertaken
	was used to obtain 1 m samples from
	which 3 kg was pulverised to produce a
	30 g charge for fire assay’). In other
	cases more explanation may be
	required, such as where there is coarse
	gold that has inherent sampling
	problems. Unusual commodities or
	mineralisation types (e.g. submarine
	nodules) may warrant disclosure of
	detailed information.
Drilling	 Drill type (e.g. core, reverse circulation,	Newmont drilled 707 AC holes for 50,260m
techniques	open-hole hammer, rotary air blast,	and 45 RAB holes for 1745m. AuDAX
	auger, Bangka, sonic, etc) and details	drilled 555 RAB/AC holes for 30,618m
	(e.g. core diameter, triple or standard	during the same period.
	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	Not documented in historic reporting.
recovery	core and chip sample recoveries and
	results assessed.
	 Measures taken to maximise sample
	recovery and ensure representative
	nature of the samples.
	 Whether a relationship exists between
	sample recovery and grade and
	whether sample bias may have

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Criteria	JORC Code explanation	Commentary
	occurred due to preferential loss/gain of
	fine/coarse material.
Logging	 Whether core and chip samples have	All drill holes have been geologically
	been geologically and geotechnically	logged. Aircore, RAB and RC
	logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and	Drill holes have been logged and are qualitative in nature.
	metallurgical studies.	The location of remaining diamond core is
	 Whether logging is qualitative or quantitative in nature. Core (or costean,	yet to be determined. No core photographs have currently been located.
	channel, etc) photography.
	 The total length and percentage of the
	relevant intersections logged.
Sub-sampling	 If core, whether cut or sawn and	 Diamond Drilling
techniques and sample preparation	whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether	Half core samples collected.  RC Drilling
	sampled wet or dry.	The collection of 4m composites and
	 For all sample types, the nature, quality and appropriateness of the sample	single meter intervals infers sample splitting but methodology is unknown.
	preparation technique.	 Aircore, RAB Drilling
	 Quality control procedures adopted for all sub-sampling stages to maximise	The collection of 4m composites - methodology unknown.
	representivity of samples.
	 Measures taken to ensure that the
	sampling is representative of the insitu material collected, including for instance results for field duplicate/second-half	The quality control measures adopted by previous explorers have not been documented in available reporting.
	sampling.
	 Whether sample sizes are appropriate
	to the grain size of the material being
	sampled.
Quality of	 The nature, quality and appropriateness	Previous explorers employed reputable
assay data	of the assaying and laboratory	laboratories for assay and utilized both
and	procedures used and whether the	aqua regia and fire assay techniques for
laboratory	technique is considered partial or total.	determinations. These techniques are
tests	 For geophysical tools, spectrometers, handheld XRF instruments, etc, the	considered appropriate for metals being investigated.
	parameters used in determining the	Previous explorers did not document any
	analysis including instrument make and	additional QC procedures implemented
	model, reading times, calibrations factors applied and their derivation, etc.	Assay laboratory job references are included in sample metadata and it may be
	 Nature of quality control procedures	possible to review primary lab QC data.
	adopted (e.g. standards, blanks,
	duplicates, external laboratory checks)
	and whether acceptable levels of
	accuracy (i.e. lack of bias) and
	precision have been established.

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Criteria	JORC Code explanation	Commentary
Verification of	 The verification of significant	Not documented in historic reporting.
sampling and	intersections by either independent or
assaying	alternative company personnel.
	 The use of twinned holes.
	 Documentation of primary data, data
	entry procedures, data verification, data
	storage (physical and electronic)
	protocols.
	 Discuss any adjustment to assay data.
Location of	 Accuracy and quality of surveys used to	All drill holes completed were located using
data points	locate drill holes (collar and down-hole	a GPS unit
	surveys), trenches, mine workings and
	other locations used in Mineral
	Resource estimation.
	 Specification of the grid system used.
	 Quality and adequacy of topographic
	control.
Data spacing	 Data spacing for reporting of	RAB drilling was initially undertaken on 1 x
and	Exploration Results.	2km centres, subsequently infilled to 200 x
distribution	 Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation	500m and finally 100 x 100m. RC drill holes targeted anomalous results from the RAB drill program and have been drilled on the same traverse lines as the RAB but they are irregularly spaced and not systematic.
	procedure(s) and classifications
	applied.
	 Whether sample compositing has been
	applied.
Orientation of	 Whether the orientation of sampling	The drill traverses are either grid based or
data in	achieves unbiased sampling of possible	approximately perpendicular to the strike of
relation to geological structure	structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling	the regional geological trend.
	orientation and the orientation of key
	mineralised structures is considered to
	have introduced a sampling bias, this
	should be assessed and reported if
	material.
Sample	 The measures taken to ensure sample	Not documented in historic reporting.
security	security.
Audits or	 The results of any audits or reviews of	Not documented in historic reporting.
reviews	sampling techniques and data.

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Section 2 Reporting of Exploration Results

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

Criteria	JORC Code explanation	Commentary
Mineral	 Type, reference name/number,	Tenements E36/854, E36/868, E36/869,
tenement and	location and ownership including	E36/870, E36/916, P36/1857, P36/1858.
land tenure	agreements or material issues with
status	third parties such as joint ventures,
	partnerships, overriding royalties,
	native title interests, historical sites,
	wilderness or national park and
	environmental settings.
	 The security of the tenure held at the
	time of reporting along with any known
	impediments to obtaining a licence to
	operate in the area.
Exploration	 Acknowledgment and appraisal of	Previous explorers held title either covering
done by other	exploration by other parties.	the tenement in part or entirety and previous
parties		results are contained in Mines Department
		records
		As referenced in the text
		.
Geology	 Deposit type, geological setting and	As referenced in the text
	style of mineralisation.
Drill hole	 A summary of all information material	Appendix 2 tabulates the geographic data
Information	to the understanding of the exploration	relating to the drilling reported herein
	results including a tabulation of the
	following information 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,	Intercepts as quoted in the text are derived
aggregation	weighting averaging techniques,	from reports of previous explorers.
methods	maximum and/or minimum grade truncations(e.g. cutting of high grades)	No metal equivalents have been stated.

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Criteria	JORC Code explanation	Commentary
	and cut-off grades are usually Material
	and should be stated.
	 Where aggregate intercepts
	incorporate short lengths of high grade
	results and longer lengths of low grade
	results, the procedure used for such
	aggregation should be stated and
	some typical examples of such
	aggregations should be shown in
	detail.
	 The assumptions used for any
	reporting of metal equivalent values
	should be clearly stated.
Relationship between	 These relationships are particularly important in the reporting of	Drilling is predominantly RC and Aircore and the relationship between drill intercept and
mineralisatio	Exploration Results.	mineralisation widths is unknown.
n widths and intercept lengths	 If the geometry of the mineralisation with respect to the drill hole 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 (e.g.
	‘down hole length, true width not
	known’).
Diagrams	 Appropriate maps and sections (with	As referenced in the text.
	scales) and tabulations of intercepts
	should be included for any significant
	discovery being reported These should
	include, but not be limited to a plan
	view of drill hole collar locations and
	appropriate sectional views.
Balanced	 Where comprehensive reporting of all	As referenced in the text.
reporting	Exploration Results is not practicable,
	representative reporting of both low
	and high grades and/or widths should
	be practiced to avoid misleading
	reporting of Exploration Results.
Other	 Other exploration data, if meaningful	As referenced in the text.
substantive	and material, should be reported
exploration	including (but not limited to): geological
data	observations; geophysical survey
	results; geochemical survey results;
	bulk samples – size and method of
	treatment; metallurgical test results;
	bulk density, groundwater,
	geotechnical and rock characteristics;
	potential deleterious or contaminating
	substances.

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Criteria	JORC Code explanation	Commentary
Further work	 The nature and scale of planned	As referenced in the text.
	further work (e.g. tests for lateral
	extensions or depth extensions or
	large-scale step-out drilling).
	 Diagrams clearly highlighting the areas
	of possible extensions, including the
	main geological interpretations and
	future drilling areas, provided this
	information is not commercially
	sensitive.

APPENDIX 2

Table 1 - Anomalous Assay Results from Aircore Drilling (>0.5 g/t Au)

Hole ID	EAST (GDA)	NORTH (GDA)	From (m)	To (m)	Interval (m)	Au (g/t)	Tenement	Company
ABWSB128	307,869	6,959,347	0.0	4.0	4.0	1.31	E36/868	AuDAX
ABWSB439	307,819	6,959,050	15.0	16.0	1.0	0.62	E36/868	AuDAX
ABWSB442	307,905	6,958,949	19.0	20.0	1.0	0.59	E36/868	AuDAX
ABWSB442	307,907	6,958,951	26.0	27.0	1.0	2.07	E36/868	AuDAX
ABWSB442	307,908	6,958,952	27.0	28.0	1.0	3.40	E36/868	AuDAX
BWSA0034	302,577	6,967,969	13.0	14.0	1.0	0.92	E36/854	Newmont
BWSA0034	302,577	6,967,969	14.0	15.0	1.0	0.57	E36/854	Newmont
BWSA0092	303,271	6,966,689	52.0	56.0	4.0	0.75	E36/854	Newmont
BWSA0094	303,415	6,966,689	84.0	88.0	4.0	0.52	E36/854	Newmont
BWSA0152	303,019	6,967,489	76.0	80.0	4.0	0.57	E36/854	Newmont
BWSA0153	303,089	6,967,489	96.0	100.0	4.0	1.18	E36/854	Newmont
BWSA0313	303,665	6,968,609	64.0	68.0	4.0	0.85	E36/854	Newmont
BWSA0324	303,321	6,967,969	113.0	114.0	1.0	1.08	E36/854	Newmont
BWSA0360	303,189	6,967,649	56.0	60.0	4.0	0.99	E36/854	Newmont
BWSA0360	303,179	6,967,649	76.0	80.0	4.0	1.27	E36/854	Newmont
BWSA0437	303,313	6,967,969	48.0	52.0	4.0	0.53	E36/854	Newmont
BWSA0440	303,185	6,967,809	64.0	68.0	4.0	0.90	E36/854	Newmont
BWSA0441	303,267	6,967,809	60.0	64.0	4.0	0.98	E36/854	Newmont
BWSA0441	303,263	6,967,809	68.0	72.0	4.0	0.58	E36/854	Newmont
BWSA0445	303,123	6,967,649	108.0	112.0	4.0	2.03	E36/854	Newmont
BWSA0445	303,121	6,967,649	112.0	116.0	4.0	0.93	E36/854	Newmont
BWSA0453	303,269	6,967,169	56.0	60.0	4.0	6.53	E36/854	Newmont
BWSA0507	302,955	6,965,566	44.0	48.0	4.0	1.38	E36/854	Newmont
BWSA0514	303,995	6,965,569	44.0	48.0	4.0	0.89	P36/1768	Newmont
BWSA0514	303,991	6,965,569	52.0	56.0	4.0	0.56	P36/1768	Newmont
BWSA0515	304,063	6,965,569	48.0	52.0	4.0	0.64	P36/1768	Newmont
BWSA0526	303,423	6,965,249	68.0	72.0	4.0	0.70	E36/854	Newmont
BWSA0529	303,909	6,965,249	56.0	60.0	4.0	1.67	E36/854	Newmont
BWSA0658	303,332	6,965,889	44.0	48.0	4.0	0.86	E36/854	Newmont
BWSA0659	303,399	6,965,889	68.0	72.0	4.0	0.71	E36/854	Newmont

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Hole ID	EAST (GDA)	NORTH (GDA)	From (m)	To (m)	Interval (m)	Au (g/t)	Tenement	Company
BWSA0659	303,399	6,965,889	72.0	76.0	4.0	0.81	E36/854	Newmont
BWSA0669	303,385	6,965,249	64.0	68.0	4.0	1.25	E36/854	Newmont
BWSA0686	303,468	6,964,609	56.0	60.0	4.0	0.83	E36/854	Newmont
BWSA0702	304,029	6,965,569	56.0	60.0	4.0	0.76	E36/854	Newmont

Table 2 - Significant Assay Results from RC and Diamond Drilling (>0.5 g/t Au)

Hole ID	EAST (GDA)	NORTH (GDA)	From (m)	To (m)	Interval (m)	Drilling **Type **	Au (g/t)	Tenement	Company
BWSD0001	303,502	6,965,889	124.0	128.0	4.0	RC	2.36	E36/854	Newmont
BWSD0001	303,502	6,965,889	124.0	125.0	1.0	RC	0.94	E36/854	Newmont
BWSD0001	303,502	6,965,889	127.0	128.0	1.0	RC	5.67	E36/854	Newmont
BWRCD3206	303,147	6,967,622	197.9	198.8	0.9	DD	0.53	E36/854	Newmont
BWRCD3207	303,322	6,967,133	165.0	166.0	1.0	DD	0.88	E36/854	Newmont
BWRCD3208	303,430	6,966,694	161.0	162.0	1.0	DD	3.32	E36/854	Newmont
BWRCD3208	303,429	6,966,694	162.0	163.0	1.0	DD	3.57	E36/854	Newmont
BWRCD3208	303,417	6,966,695	184.0	185.0	1.0	DD	0.56	E36/854	Newmont
BWRCD3208	303,415	6,966,695	188.0	189.0	1.0	DD	2.54	E36/854	Newmont
BWRCD3208	303,391	6,966,695	230.0	231.0	1.0	DD	4.42	E36/854	Newmont
BWRCD3208	303,384	6,966,695	242.0	243.0	1.0	DD	3.27	E36/854	Newmont

Drill intercepts are reported as ‘down hole’ widths. True widths have not been determined.

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