RUBIX RESOURCES LIMITED — Capital/Financing Update 2021

Dec 20, 2021

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Rubix Resources Limited ACN 649 096 917

Prospectus

For an initial offer of up to 22.5 million Shares at an issue price of $0.20 each to raise up to $4.5 million.

This Prospectus has been issued to provide information on the offer of 22.5 million Shares to be issued at a price of $0.20 per Share to raise a total of $4.5 million (before costs) ( Public Offer ).

This Prospectus also incorporates the secondary offer of 3 million Options to the Lead Manager (or its nominees) ( Lead Manager Offer ).

The Public Offer and Lead Manager Offer (together, the Offers ) pursuant to this Prospectus are subject to a number of conditions precedent as outlined in Section 1.5 of this Prospectus.

It is proposed that the Offers will close at 5.00pm (WST) on Friday, 26 November 2021. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time.

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

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

Prospectus

Contents	Contents
Important Information			iii
Corporate Directory			v
Letter from the		Chairman	vi
Key Offer Details			vii
Indicative Timetable			viii
Investment Overview			ix
1	Details	of Offers	1
	1.1	The Offers	1
	1.2	Lead Manager Options Offer	1
	1.3	Minimum Subscription	1
	1.4	Purpose of the Public Offer	1
	1.5	Conditional Offers	2
	1.6	Proposed use of Funds	2
	1.7	Capital Structure on Admission	3
	1.8	Lead Manager's interest in the Offers	4
	1.9	Forecasts	5
	1.10	Applications	5
	1.11	CHESS and issuer sponsorship	6
	1.12	ASX Listing and Official Quotation	6
	1.13	Application Monies to be held in trust	7
	1.14	Allocation and issue of Shares under Public Offer	7
	1.15	Risks	7
	1.16	Overseas Applicants	7
	1.17	Escrow arrangements	8
	1.18	Underwriting	8
	1.19	Lead Manager	8
	1.20	Withdrawal	8
	1.21	Privacy disclosure	8
	1.22	Paper Copies of Prospectus	9
	1.23	Enquiries	9
2	Company Overview		10
	2.1	Company	10
	2.2	Capital Structure of the Company	10
	2.3	Corporate Structure	10
	2.4	Overview of the Projects	11
	2.5	Business strategy/objectives of the Company	24
	2.6	Proposed exploration budgets	24
	2.7	Dividend policy	25
3	Risk Factors		26
	3.1	Risks specific to the Company	26
	3.2	Mining Industry Risks	27
	3.3	General Risks	33
	3.4	Speculative investment	36
4	Financial Information		37
	4.1	Introduction	37

page (i)

Prospectus

	4.2	Basis of preparation	37
	4.3	Historical statement of profit or loss and other comprehensive income	38
	4.4	Historical statement of financial position	38
	4.5	Historical statement of cash flows	39
	4.6	Historical and Pro-forma statement of financial position	40
	4.7	Notes to and Forming Part of the Historical Financial Information	40
5	Board,	Management and Corporate Governance	47
	5.1	Board of Directors	47
	5.2	Directors' Profiles	47
	5.3	Interests of Directors	48
	5.4	Security holdings of Directors	48
	5.5	Remuneration of Directors	48
	5.6	Related Party Transactions	49
	5.7	ASX Corporate Governance Council Principles and Recommendations	49
	5.8	Departures from Recommendations	52
6	Material Contracts		53
	6.1	Lead Manager Mandate	53
	6.2	Director agreements	53
	6.3	Indo Australis SPA – Indo Australis Pty Ltd	54
	6.4	NorthernX SPA – NorthernX Pty Ltd	54
	6.5	Royalty Agreement – Teck Australia Pty Ltd	55
	6.6	Conduct and Compensation Agreement – Yeldham Station	55
	6.7	Native Title and Heritage Protection Agreement – Waanyi Peoples	55
	6.8	Mining Corporate Pty Ltd Services Agreement	55
7	Additional information		57
	7.1	Rights attaching to Shares	57
	7.2	Terms and conditions of Lead Manager Options	58
	7.3	Summary of the Company’s Employee Securities Incentive Plan	59
	7.4	Effect of the Public Offer on control and substantial Shareholders	63
	7.5	Interests of Promoters, Experts and Advisers	63
	7.6	Consents	64
	7.7	Expenses of Public Offer	65
	7.8	Continuous Disclosure Obligations	66
	7.9	Litigation	66
	7.10	Electronic Prospectus	66
	7.11	Documents available for inspection	66
	7.12	Statement of Directors	66
8	Authorisation		67
9	Glossary of Terms		68
	Annexure A - Independent Limited Assurance Report		70
	Annexure B – Solicitor's Report on Mining Tenements		75
	Annexure C – Independent Geologist's Report		112

page ii

Important Information

Prospectus

This Prospectus is dated, and was lodged with ASIC on, 5 November 2021 ( Prospectus Date ). Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5.00pm (WST) on that date which is 13 months after the Prospectus Date. No Shares will be issued on the basis of this Prospectus after that expiry date.

Application will be made to ASX within seven days of the Prospectus Date for Official Quotation of the Shares the subject of the Public Offer.

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

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered 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. In such circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act.

Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

Conditional Offer

The Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not proceed and applicants will be refunded their Application Monies without interest. Please refer to Section 1.5 for further details on the conditions attaching to the Offers.

Electronic Prospectus and Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at https://rubixresources.com.au/.

this Prospectus and the relevant Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company as detailed in the Corporate Directory. The Offers constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and relevant Application Form within Australia.

Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

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

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

Offers outside Australia

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

The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus outside of Australia should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus, except to the extent permitted below.

The Offers constituted by this Prospectus is only available to persons receiving this Prospectus and an Application Form within Australia.

Speculative Investment

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

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

Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of

page iii

Using this Prospectus

Persons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the Securities offered pursuant to this Prospectus.

If persons considering subscribing for Securities offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice.

Forward-Looking Statements

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

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

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

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

all data contained in charts, graphs and tables is based on information available at the Prospectus Date.

Competent Persons Statements

The information in this Prospectus that relates to exploration results and the exploration target on the Company's exploration licences and applications is based on, and fairly represents, information and supporting documentation prepared by Luke Pickering BSc (Hons) Geology, a Competent Person who is a member of the Australian Institute of Mining and Metallurgy. Mr Pickering is a sole trader trading under Luke Andrew Pickering ABN 72 954 894 920. Mr Pickering has more than 10 years' experience and has sufficient experience in exploring, mining and estimating base metal and gold deposits that 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 Joint Ore Reserves Committee Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Mr Pickering consents to the inclusion of the matters based on his information in the form and context in which it appears in this Prospectus and has not withdrawn his consent before lodgement of this Prospectus with ASIC.

Miscellaneous

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to '$' or '$' are references to Australian dollars. All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.

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

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

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company.

Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated,

page iv

Corporate Directory

Directors

Mr Ariel (Eddie) King Mr Colin Locke Mr David Palumbo

Executive Chairman Non-Executive Director Non-Executive Director

Company Secretary Mr Ben Smith

Registered and Principal Office

Level 11, 216 St Georges Terrace Perth WA 6000

Phone: +61 8 9481 0389 Fax: +61 8 9463 6103 Email: contact@rubixresources.com.au Website: www.rubixresources.com.au

Share Registry *

Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000

Phone (within Australia): 1300 850 505 Phone (outside Australia): +61 3 9415 4000

Corporate Lawyers

Allens Level 37, 250 St Georges Terrace Perth WA 6000

Mining and Resources Lawyers Lawton Macmaster Legal Level 1, Irwin Chambers 16 Irwin Street Perth WA 6000

Independent Geologist

Luke Pickering 22 Muller Road Boondall QLD 4034

Lead Manager

CPS Capital Group Pty Ltd Level 45, 108 St Georges Terrace Perth WA 6000 AFSL 294848

Auditor

Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco WA 6008

Proposed Stock Exchange Listing Australian Securities Exchange (ASX) Proposed ASX Code: RB6

Investigating Accountant

Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco WA 6008

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

page v

Letter from the Chairman

Dear Investor

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

The foundations of the Company have been built from a board which has earned investor trust by amongst other things, securing value accretive acquisitions and directing investor funds towards natural resource discoveries.

Since incorporation in March 2021, the Company has positioned itself as a base and precious metals exploration company with its key asset being the “brownfields” Paperbark Project, located 25km from the Century Mine held by New Century Resources Limited in North Queensland.

Historical exploration at the Paperbark Project has identified highly prospective mineralisation which the Company plans to follow up with drilling as soon as possible, including:

• Copper targets: Outstanding copper sulphide and oxide potential including drill results such as 6m @ 1.4% Cu, rock chips up to 43% Cu and anomalous strike zones spanning over 20km.

• Zinc targets: High grade zones at JB Prospect including 7m @ 8.8% Zn+Pb where an exploration target exists as well as shallow high grade intercepts at several regional targets such as 2m @ 8% Zn+Pb from 22m at the JE Prospect.

Supporting the Paperbark Project are 3 greenfields projects with enormous potential:

• the Etheridge Project which contains numerous high grade shallow gold drill intercepts such as 3m @ 33.7g/t from 20m and 6m @ 15g/t Au from 11m yet has been subject to very limited drilling at depths below 50m;

• the Lake Johnston Project which is prospective for Ni-Cu-PGE, containing a significant structural anomaly along the Jimberlana Dyke, known to contain layered mafic complexes and adjacent to the Maggie Hays Deposit (3.5Mt @ 1.5% Ni); and

• the Collurabbie North Project is prospective for Ni-Cu-PGE, being located on the northern extension of Gerry Well Greenstone Belt, along strike to the Olympia Ni-Cu-PGE deposit (573kt @ 2.3% NiEq).

The Company’s outstanding exploration portfolio together with the lean capital structure has created a launch pad for leverage upon any exploration success.

The purpose of the Public Offer is to raise $4.5 million (before associated costs) by the issue of 22.5 million Shares at an issue price of $0.20 per Share. The Lead Manager of the Public Offer is CPS Capital Group Pty Ltd (see Section 1.8 for further details). The Prospectus also contains a secondary offer of Lead Manager Options to the Lead Manager (see Section 1.2 for details).

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

On behalf of the Directors, I invite you to consider this opportunity to invest in the Company and look forward to welcoming you as a Shareholder.

Yours faithfully

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Eddie King Executive Chairman

page vi

Key Offer Details

KEY DETAILS OF THE OFFERS1	NO. OF SECURITIES (MINIMUM SUBSCRIPTION)	%
Existing Shares on issue2	11,450,000	32.8
Shares offered under the Public Offer (at an Offer Price of $0.20 per Share)	22,500,000	64.4
Shares issued as consideration for the Etheridge Project3	1,000,000	2.8
Total Shares on issue at Admission4	34,950,000	100
Existing Options on issue2	-	-
Lead Manager Options offered under Lead Manager Offer2	3,000,000	100
Total Options on issue at Admission	3,000,000	100

Notes:

• 1 Please refer to Section 1.7 for further details relating to the proposed capital structure of the Company.

• 2 See Section 2.2 for further details of the current capital structure of the Company. See Section 7.2 for the terms and conditions of the Lead Manager Options.

• 3 In consideration for the acquisition of the tenements which comprise of the Etheridge Project, the Company has agreed to issue 1,000,000 Shares to Indo Australis Pty Ltd upon Admission.

• 4 Assuming no further Securities are issued.

page vii

Indicative Timetable

EVENT DATE Lodgement of this Prospectus with ASIC 5 November 2021 Opening Date for the Offers 15 November 2021 Closing Date for the Offers 26 November 2021 Issue Date 3 December 2021 Despatch of holding statements 3 December 2021 Expected date for Official Quotation on ASX 8 December 2021

Note:

The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Dates without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form and deposit the Application Monies as soon as possible after the Opening Date if they wish to invest in the Company.

page viii

Investment Overview

This Section 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. The Securities offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of Shares.

TOPIC	SUMMARY	MORE INFORMATION
INTRODUCTION
Who is the Company and what does it do?	Rubix Resources Limited ACN 649 096 917 (the Company) is an Australian company incorporated on 30 March 2021 in Western Australia as an unlisted public company. Since incorporation, the Company has built a portfolio of exploration projects in Western Australia and Queensland via acquisition and direct application.	Section 2.1
What are the Company's projects?	The Company's assets consist of eight exploration licences (five granted, three applications) covering a total of 182 sub-blocks located in Northern Queensland and Western Australia comprising the tenement interests set out in schedule 1 of the Solicitor's Tenement Report. The Paperbark and Etheridge Projects in Queensland are on granted exploration licences and the two projects in Western Australia (Lake Johnston and Collurabbie North) are exploration licence applications (theProjects). Further information in respect of the Projects is set out in the Independent Geologist's Report in Annexure C.	Section 2.4 and Annexure C (Independent Geologist's Report)
What is the Company's financial position?	Historical and pro-forma financial information about the Company is set out in Section 4. An Independent Limited Assurance Report is included in Annexure A. The Board is satisfied that upon completion of the Public Offer, the Company will have adequate working capital to meet its stated objectives.	Section 4 and Annexure A (Limited Assurance Report)
What is the proposed capital structure of the Company?	Following completion of the Offers under this Prospectus, the proposed capital structure of the Company will be as set out in Section 1.7.	Section 1.7
What is the proposed use of funds raised under the Public Offer?	The Company proposes to use the funds raised from the Public Offer towards exploration activities at the Projects, expenses of the Public Offer, general administration fees and working capital.	Section 1.6
What is the Company's strategy?	The Company's objective is to increase shareholder wealth through the acquisition, exploration and development of mineral resource projects. The Company's focus immediately upon listing will be to implement the exploration programs it has designed for the Paperbark and Etheridge Projects (as described in Section 2.4) with the objective of delineating	Sections 2.4, 2.5 and 2.6

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TOPIC	SUMMARY	MORE INFORMATION
	mineralisation. Further details of those programs are set out in Section 2.6. The Company will also continue to evaluate new acquisition opportunities, both by tenement application and commercial acquisitions, to maintain a pipeline of projects.
SUMMARY OF KEY RISKS
Prospective investors should be aware that subscribing for Shares in the Company involves a number of risks. The risk factors set out in Section 3, and other general risks applicable to all investments in listed securities, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. This Section summarises the key risks which apply to an investment in the Company and investors should refer to Section 3 for a more detailed summary of the risks.
Limited operational history	The Company has limited operational history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the Projects. Until the Company is able to realise value from the Projects, it is likely to incur operational losses.	Section 3.1(a)
Future capital requirements	The Company has no operating revenue and is unlikely to generate any operating revenue unless and until a Project or Projects are successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Public Offer should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Prospectus. In order to successfully develop the Projects and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Public Offer. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities. No assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities including resulting in the Tenements being	Section 3.1(b)

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TOPIC	SUMMARY	MORE INFORMATION
	subject to forfeiture, and could affect the Company's ability to continue as a going concern. The Company may undertake additional offerings of Securities in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing Shareholders will be diluted.
Grant risk for Exploration Licence Applications	Tenements E63/2091 (Lake Johnston) and E38/3616 and E38/3618 (Collurabbie North) are applications for an exploration licence which must be granted to the Company before the Company may acquire 100% legal and beneficial interest in those tenements. Whilst the Company has no reason to believe these applications will not be granted, there is a risk that the applications may not be granted or only granted on conditions unacceptable to the Company. If an application is not granted, the Company will not acquire an interest in that tenement. The tenement application therefore should not be considered as an asset of the Company. Information in respect of the tenement applications is provided in this Prospectus to provide investors with sufficient information about each in the event such applications are granted.	Section 3.2(a)
Tenement title	The Company’s title to Tenements (and if applicable, once granted) will generally require the Company to continue to satisfy its expenditure or work commitments. This cannot be guaranteed. Interests in tenements in Australia are governed by federal and state legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance, such as satisfaction of statutory payments (including land taxes and statutory duties) and compliance with work programmes and public health and safety laws. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.	Section 3.2(b)
Exploration and development risks	Mineral exploration and development is a high-risk undertaking. There can be no assurance that exploration of the Projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Exploration in terrains with existing mineralisation endowments and known occurrences may slightly mitigate this risk.	Section 3.2(c)

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TOPIC	SUMMARY	MORE INFORMATION
	Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited due to various issues including lack of ongoing funding, adverse government policy, geological conditions, commodity prices or other technical difficulties. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company. The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of its projects, a reduction in the cash reserves of the Company and possible relinquishment of part or all of its projects.
Resource estimation risks	At present none of the Projects host a mineral resource or reserve estimate. Whilst the Company intends to undertake exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource. Even if a resource is identified, no assurance can be provided that this can be economically extracted. The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly through additional fieldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely affect the Company's operations.	Section 3.2(f)
Tenure and access risk	The Company's rights in the Tenements may be obtained by grant by regulatory authorities or be subject to contracts with third parties. Any third party may terminate or rescind the relevant agreement whether lawfully or not and, accordingly, the Company may lose its rights to exclusive use of, and access to any, or all, of the tenements. Third parties may also default on their obligations under the contracts which may lead to termination of the contracts. Additionally, the Company may not be able to access the Tenements due to natural disasters or adverse weather conditions, political unrest, hostilities or failure to obtain the relevant approvals and consents.	Section 3.2(o)

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TOPIC	SUMMARY	MORE INFORMATION
Infectious diseases	The outbreak of the coronavirus disease (COVID-19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets. The Company's Share price may be adversely affected by the economic uncertainty caused by COVID-19. Further measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company's operations and may interrupt the Company carrying out its contractual obligations or cause disruptions to supply chains.	Section 3.3(k)
DIRECTORS, RELATED PARTY INTEREST AND SUBSTANTIAL HOLDERS
Who are the Directors?	The Board of the Company comprises: (a) Mr Eddie King - Executive Chairman; (b) Mr Colin Locke - Non-Executive Director; and (c) Mr David Palumbo - Non-Executive Director.	"Corporate Directory" and Section 5.1
What benefits are being paid to the Directors?	Please refer to Sections 5.5 and 6.2 for a summary of the remuneration packages that the Directors will receive pursuant to their letters of appointment.	Sections 5.5 and 6.2
What interests do Directors have in the securities of the Company?	The Directors and their associated entities hold the following interests in Securities in the Company as at the Prospectus Date: Director Shares % David Palumbo 2,367,150 20.7 Colin Kenneth Locke 2,032,850 17.8 Ariel King 750,000 6.6 Based on the intentions of the Directors at the Prospectus Date in relation to the Public Offer, the Directors and their associated entities will have the following interests in Shares on Admission. None of the Directors will hold any Options. Director Shares % David Palumbo 2,367,150 6.8 Colin Kenneth Locke 2,032,850 5.8 Ariel King 750,000 2.1 See Section 5.4 for further details of the Directors' current and anticipated Security holdings.	Section 5.4

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TOPIC	SUMMARY	SUMMARY	SUMMARY	SUMMARY	SUMMARY	SUMMARY	MORE INFORMATION
What important contracts with related parties is the Company a party to?	The Company has entered into the following related party transactions on arms' length terms: (a) letters of appointment with each of its Directors on standard terms (refer to Section 6.2(a) for details); and (b) deeds of indemnity, insurance and access with each of its Directors on standard terms (refer to Section 6.2(b) for details).						Sections 6.2(a) and 6.2(b)
Who will be the substantial holders of the Company?	Shareholders (and their associates) holding an interest in 5% or more of the Shares on issue as at the Prospectus Date are set out in the table below. Name Shares % David Palumbo Family A/C> 2,367,150 20.7 Colin Kenneth Locke 2,032,850 17.8 Laura Bailey 1,250,000 10.9 Helmsdale Investments Pty Ltd 1,020,000 8.9 Ariel King 750,000 6.6 Based on the information known as at the Prospectus Date, on Admission and on Minimum Subscription basis, the following persons are anticipated to have an interest in 5% or more of the Shares on issue. Name Shares % David Palumbo Family A/C> 2,367,150 6.8 Colin Kenneth Locke 2,032,850 5.8						Section 7.4
	Name		Shares			%
	David Palumbo Family A/C>		2,367,150			6.8
	Colin Kenneth Locke		2,032,850			5.8
What fees are payable to the Lead Manager?	Please refer to Sections 1.8 and 6.1 for a summary of the fees payable to the Lead Manager.						Sections 1.8 and 6.1
What are the Lead Manager's interests in the Securities of the Company?	The Lead Manager and its associates have, and will continue to have, a relevant interest in the following Securities at the Prospectus Date and at Admission as follows:						Section 1.8
		Shares		%	Options
	At Prospectus Date	Nil		-	Nil
	At Admission	Nil		-	3,000,000
	Note: 1. Please refer to Sections 1.8 and 7.2 for a summary of the Lead Manager's interests in the Offers and the terms of the Lead Manager Options respectively.

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TOPIC	SUMMARY	MORE INFORMATION
WHAT ARE THE OFFERS?
What are the Offers?	The Public Offer is for an initial public offering of 22.5 million Shares at an issue price of $0.20 each to raise $4.5 million (before associated costs). The Lead Manager Offer is an offer of 3 million Lead Manager Options to the Lead Manager (or its nominees).	Section 1.1 Section 1.2
What is the Public Offer Price?	$0.20 per Share.	Section 1.1
What is the minimum subscription amount under the Public Offer?	The Public Offer is conditional on the Company raising the minimum subscription of $4.5 million. If the Company fails to raise the Minimum Subscription within four months after the Prospectus Date, the Company will either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).	Section 1.3
Will the Shares be quoted?	The Company will apply to the ASX for its admission to the Official List and quotation of Shares on the ASX (expected to be under the code "RB6") within seven days of the Prospectus Date.	"Corporate Directory" and Section 1.12
What is the purpose of the Offer?	The purpose of the Offer is to: (a) raise a minimum of $4.5 million pursuant to the Offer; (b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; and (c) position the Company to seek to achieve the objectives details in Section 2.5.	Section 1.4
What are the conditions of the Offers?	The Offers under this Prospectus is conditional upon: (a) the Company raising the Minimum Subscription ($4.5 million) under the Public Offer; and (b) the ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to the Official List. If these conditions are not satisfied then the Offers will not proceed and the Company will repay all Application Monies received under the Offers in accordance with the Corporations Act.	Section 1.5
Are there any escrow arrangements?	Yes, there are compulsory escrow arrangements under the ASX Listing Rules. None of the Shares issued pursuant to the Public Offer are expected to be restricted securities. The Company anticipates that upon Admission approximately 10,047,624 Shares will be classified as	Section 1.17

page xv

TOPIC	SUMMARY	MORE INFORMATION
	restricted securities by ASX (including 6,872,624 Shares restricted for a period of 24 months from quotation of the Company's Shares on ASX) which comprises approximately 28.8% of the issued share capital on Admission.
What is the Offer period?	An indicative timetable for the Offers is set out on page viii of this Prospectus.	"Indicative Timetable"
Are either of the Offers underwritten?	None of the Offers are underwritten.	Section 1.18
ADDITIONAL INFORMATION
Will the Company be adequately funded after completion of the Public Offer?	The Board believes that the funds raised from the Public Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.	Section 1.6
What rights and liabilities attach to the Securities on issue?	All Shares issued under the Public Offer will rank equally in all respects with existing Shares on issue. The terms and conditions of the Lead Manager Options are set out in Section 7.2. Upon exercise of the Lead Manager Options, the resulting Shares will rank equally in all respects with existing Shares on issue. The rights and liabilities attaching to the Shares are described in Section 7.1.	Sections 7.1 and 7.2
Who is eligible to participate in the Public Offer?	The Public Offer is open to investors with a registered address in Australia.	Section 1.16
Who is eligible to participate in the Lead Manager Offer?	The Lead Manager Offer is only open to the Lead Manager (or its nominees).	Section 1.2
How do I apply for Shares under the Public Offer?	Applications for Shares under the Public Offer can only be made using the relevant Application Form accompanying this Prospectus. For further information on how to complete the Application Form, Applicants should refer to the instructions set out on the form.	Section 1.10
What is the allocation policy?	The Directors, in conjunction with the Lead Manager, will allocate Shares under the Public Offer at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward (subject to any regulatory requirements). There is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the relevant Closing Date.	Section 1.14

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TOPIC	SUMMARY	MORE INFORMATION
	Subject to the satisfaction of the conditions to the Offer outlined in Section 1.5, Shares under the Public Offer are expected to be allotted on the Issue Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Public Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.
When will I receive confirmation that my Application has been successful?	It is expected that holding statements will be sent to successful applicants on or about 3 December 2021.	"Indicative Timetable"
What is the Company's dividend policy?	The Company does not expect to pay dividends in the near future as its focus will primarily be on exploration of the Projects and future acquisitions.	Section 2.7
How can I find out more about the Prospectus or the Public Offer?	Questions relating to the Public Offer and the completion of an Application Form can be directed to the Company Secretary on +61 8 9481 0389.	Section 1.23

page xvii

1 Details of Offers

1.1

The Offers

This Prospectus invites investors to apply for 22.5 million Shares at an issue price of $0.20 ( Offer Price ) each to raise $4.5 million (before associated costs) ( Public Offer ).

The Public Offer is subject to a minimum subscription of $4.5 million (refer to Sections 1.2 and 1.5 for further details).

The Shares to be issued pursuant to the Public Offer are of the same class and will rank equally with the existing Shares on issue. Refer to Section 7.1 for a summary of the rights and liabilities attaching to the Shares.

Applications for Shares under the Public Offer must be made on the Application Form accompanying this Prospectus or using the online Application Form and received by the Company on or before the Closing Date. Persons wishing to apply for Shares under the Public Offer should refer to Section 1.10 for further details and instructions.

1.2 Lead Manager Options Offer

Pursuant to the Lead Manager Mandate, the Company will issue the Lead Manager (or its nominees) 3 million Lead Manager Options at $0.0001 each, exercisable at $0.25 each, expiring on 21 January 2024 and otherwise on the terms set out in Section 7.2. The Lead Manager Options will not be quoted however the resulting Shares issued upon exercise of those Options will be quoted.

The Lead Manager Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Options (or any Shares issued upon exercise of any Options into Shares) that are issued under the Lead Manager Offer.

The Shares issued upon exercise of the Lead Manager Options will be of the same class and will rank equally with the existing Shares on issue. Refer to Section 7.1 for a summary of the rights and liabilities attaching to the Shares.

Only the Lead Manager or its nominees may accept the Lead Manager Offer. A personalised Application Form will be issued to the Lead Manager or nominees together with a copy of this Prospectus.

1.3 Minimum Subscription

The minimum subscription under the Public Offer is $4.5 million (being 22.5 million Shares) ( Minimum Subscription ).

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

There is no minimum subscription for the Lead Manager Offer.

1.4

Purpose of the Public Offer

The primary purpose of this Prospectus is to:

(a) raise the Minimum Subscription pursuant to the Public Offer (before associated costs);

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• (b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for Admission; and

• (c) position the Company to seek to achieve the objectives detailed in Section 2.5.

1.5 Conditional Offers

The Offers under this Prospectus are conditional upon the following events occurring:

• (a) the Company raising the Minimum Subscription, being $4.5 million, under the Public Offer (refer to Section 1.3); and

• (b) ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to the Official List.

If these conditions are not satisfied then the Public Offer will not proceed and the Company will repay all Application Monies received under the Offers in accordance with the Corporations Act.

1.6 Proposed use of Funds

At completion of the Offers, it is anticipated that the following funds will be available to the Company:

SOURCE OF FUNDS	MINIMUM SUBSCRIPTION $
Existing cash reserves1	240,000
Proceeds from Public Offer	4,500,000
Total funds available	4,740,000

Note:

1 Existing cash reserves estimate as at date of Prospectus.

The following table shows the intended use of funds in the two year period following Admission:

USE OF FUNDS - YEAR 1
	$	%
Exploration Expenditure – Paperbark	550,000	11.6
Exploration Expenditure – Etheridge	470,000	9.9
Exploration Expenditure – Lake Johnston	20,000	0.4
Exploration Expenditure – Collurabbie North	20,000	0.4
General administration fees and working capital2	910,000	19.2
Estimated expenses of the Public Offer4	470,000	9.9
Total Funds allocated – Year 1	2,440,000	51.5
USE OF FUNDS - YEAR 2
	$	%
Exploration Expenditure – Paperbark	700,000	14.8
Exploration Expenditure – Etheridge	530,000	11.2
Exploration Expenditure – Lake Johnston	80,000	1.7

page 2

USE OF FUNDS - YEAR 2
	$	%
Exploration Expenditure – Collurabbie North	80,000	1.7
General administration fees and working capital2	910,000	19.2
Total Funds allocated - Year 2	2,300,000	48.5
Total Funds - Years 1 and 2	4,740,000	100

Notes: 1 See Section 2.6 for further information on the Company's exploration budget. 2 Working capital includes the general costs associated with the management and operation of the business including administration expenses, rent and other associated costs. Working capital also includes surplus funds.

4 Expenses paid or payable by the Company in relation to the Public Offer are set out in Section 7.7.

The above table is a statement of current intentions as at the Prospectus Date. Investors should note that, as with any budget, the allocation of funds set out in the above tables may change depending on a number of factors, including market conditions, the development of new opportunities and/or any number of other factors (including the risk factors outlined in Section 3). Actual expenditure levels may differ significantly from the above estimates depending on the level of exploration success and the grant of licences which the Company has applied for.

The Company proposes to actively pursue further acquisitions which complement its existing focus. If and when a viable investment opportunity is identified, the Board may elect to acquire or exploit such opportunity by way of acquisition, joint venture or earn-in arrangement which may involve the payment of consideration in cash, equity or a combination of both.

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

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

Based on the intended use of funds detailed above, the amounts raised pursuant to the Public Offer will provide the Company sufficient funding for approximately 2 years' operations. As the Company has no operating revenue, the Company will require further financing in the future. See Section 3.1(b) for further details about the risks associated with the Company's future capital requirements.

1.7 Capital Structure on Admission

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

SECURITY	NO. OF SECURITIES (MINIMUM	%
	SUBSCRIPTION)
Existing Shares on Issue1	11,450,000	32.8
Shares offered under the Public Offer (at an Offer Price of $0.20 per Share)	22,500,000	64.4
Shares issued as consideration for the Etheridge Project3	1,000,000	2.8
Total Shares on issue at Admission	34,950,000	100

page 3

SECURITY NO. OF SECURITIES (MINIMUM % SUBSCRIPTION) Existing Options on issue[1, ] - - Lead Manager Options[2] 3,000,000 100 Total Options on issue at Admission 3,000,000 100

Notes:

• 1 Please refer to Section 2.2 for further details relating to the Company's current capital structure. 2 See Section 7.2 for the terms of issue of the Lead Manager Options. 3

• In consideration for the acquisition of the tenements which comprise of the Etheridge Project, the Company has agreed to issue 1,000,000 Shares to Indo Australis Pty Ltd upon Admission.

The Company's free float at the time of Admission will be not less than 20%.

1.8 Lead Manager's interest in the Offers

CPS Capital Group Pty Ltd ( CPS Capital or Lead Manager ) has been appointed as lead manager to the Public Offer. CPS Capital is party to the Lead Manager Mandate that is summarised in Section 6.1.

(a) Fees payable to Lead Manager

The Company has or will pay to CPS Capital the following fees in connection with the Public Offer:

• (i) a management fee of 1% (plus GST) of the total gross funds raised under the Public Offer; and

• (ii) a capital raise fee of 5% (plus GST) of total gross funds raised under the Public Offer, in accordance with the Lead Manager Mandate summarised in Section 6.1.

Pursuant to the Lead Manager Mandate, CPS Capital may also be liable to pay a 5% placing fee (plus GST) to external AFSL holders.

In addition, the Company has also agreed to issue the Lead Manager (or its nominees) 3,000,000 Options at an issue price of $0.0001 each (valued at $319,784 using a Black Scholes valuation), equal to 7.91% of the fully diluted issued capital of the Company at Admission exercisable at $0.25 each on or before 21 January 2024, on the terms and conditions set out in Section 6.1.

• (b) Lead Manager's interests in Securities

As at the Prospectus Date, the Lead Manager and its associates do not have a relevant interest in any Shares.

Based on the information available to the Company as at the date of the Prospectus regarding the intentions of the Lead Manager and its associates in relation to the Public Offer and assuming:

• (i) the Minimum Subscription is achieved under the Public Offer; and

• (ii) neither the Lead Manager nor its associates take up Shares under the Public Offer,

the Lead Manager and its associates will not have a relevant interest in any Shares but will hold 3 million Lead Manager Options on Admission.

page 4

(c) Lead Manager's participation in previous placements

The Lead Manager has not participated in any placement of Securities by the Company in the two years preceding lodgement of this Prospectus.

1.9

Forecasts

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

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

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

1.10 Applications

• (a) General

Applications for Shares under the Public Offer can be made using the Application Form accompanying this Prospectus or otherwise provided by the Company. The Application Form must be completed in accordance with the instructions set out on the form. Application payment must be made via cheque when using the paper Application Form. Online applications are encouraged.

No brokerage, stamp duty or other costs are payable by Applicants. All Application Monies will be paid into a trust account.

• (b) Submit an online Application Form and pay with BPAY®

For online applications, investors can apply online with payment made electronically via BPAY®. Investors applying online will be directed to use an online Application Form and make payment by BPAY®. Applicants will be given a BPAY® biller code and a customer reference number ( CRN ) unique to the online Application once the online Application Form has been completed.

BPAY® payments must be made from an Australian dollar account of an Australian institution. Using the BPAY® details, Applicants must:

• (i) access their participating BPAY® Australian financial institution either via telephone or internet banking;

• (ii) select to use BPAY® and follow the prompts; enter the biller code and unique CRN that corresponds to the online Application;

• (iii) enter the amount to be paid which corresponds to the value of Shares under the online Application Form;

• (iv) select which account payment is to be made from;

• (v) schedule the payment to occur on the same day that the online Application Form is completed. Applications without payment will not be accepted; and

• (vi) record and retain the BPAY® receipt number and date paid.

Investors should confirm with their Australian financial institution whether there are any limits on the Investor's account that may limit the amount of any BPAY® payment and the cut off time for the BPAY® payment.

page 5

Investors can apply online by following the instructions at https://rubixresources.com.au/ and completing a BPAY® payment. If payment is not made via BPAY®, the Application will be incomplete and will not be accepted. The online Application Form and BPAY® payment must be completed and received by no later than the Closing Date.

(c) Public Offer

Applications under the Public Offer must be for a minimum of 10,000 Shares ($2,000) and then in increments of 2,500 Shares ($500).

Applications for Shares under the Public Offer must be made on the relevant Application Form accompanying this Prospectus and received by the Company on or before the Closing Date. Persons wishing to apply for Shares should refer to Section 1.10(b) and the relevant Application Form for further details and instructions.

(d) Lead Manager Offer

Only the Lead Manager or its nominees may accept the Lead Manager Offer. The Company will only provide an Application Form in relation to the Lead Manager Offer to the Lead Manager, together with a copy of this Prospectus. The Lead Manager Options are subject to a nominal issue price of $0.0001 per Option.

1.11 CHESS and issuer sponsorship

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

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

Updated holding statements will also be sent to each Shareholder at the end of each month in which there is a transaction on their holding, as required by the Listing Rules.

1.12

ASX Listing and Official Quotation

Within seven days after the Prospectus Date, the Company will apply to ASX for admission to the Official List and for the Shares, including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as restricted securities).

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

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

page 6

1.13 Application Monies to be held in trust

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

• (a) the Minimum Subscription is achieved (refer to Section 1.2); and

• (b) ASX grants conditional approval for the Company to be admitted to the Official List (refer to Section 1.12).

1.14

Allocation and issue of Shares under Public Offer

The Directors, in conjunction with the Lead Manager will allocate Shares at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward. The allocation of Shares will be influenced by the following factors:

• (a) the number of Shares applied for;

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

• (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 Public Offer.

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

Subject to the satisfaction of the conditions set out in Section 1.5, Shares under the Public Offer are expected to be allotted on the Issue Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Public Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

1.15 Risks

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

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

1.16

Overseas Applicants

• (a) General

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

The distribution of this Prospectus within jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus should inform

page 7

themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws.

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

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

1.17 Escrow arrangements

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

None of the Shares issued pursuant to the Public Offer are expected to be restricted securities.

The Company anticipates that upon Admission approximately 10,047,624 Shares will be classified as restricted securities by ASX, which, based on the Minimum Subscription, comprises approximately 28.8% of the issued share capital on admission.

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

As at the Prospectus Date, the Company expects approximately 6,872,624 Shares to be subject to 24 months escrow.

1.18 Underwriting

The Offers are not underwritten.

1.19 Lead Manager

CPS Capital has been appointed as Lead Manager to the Public Offer on the terms and conditions summarised in Section 6.1.

1.20 Withdrawal

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

1.21 Privacy disclosure

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess Applications for Shares, to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company's agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with

page 8

such information in accordance with the relevant privacy laws. If you do not provide the information required on the relevant Application Form, the Company may not be able to accept or process your Application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

1.22 Paper Copies of Prospectus

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

1.23 Enquiries

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

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

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2 Company Overview

2.1

Company

The Company was incorporated in Western Australia in March 2021.

Since incorporation the Company has been building a portfolio of exploration projects, further details of which are outlined in Section 2.4, focussed on exploration for base and precious metals.

The Company's Board is comprised of Messrs Eddie King (Executive Chairman), Colin Locke and David Palumbo (both Non-Executive Directors). The Company Secretary is Mr Benjamin Smith. Further information on the Board is set out in Section 5.

2.2

Capital Structure of the Company

As at the Prospectus Date, the capital structure of the Company, and particulars of its current Shareholders (and their related entities), are as follows:

SHAREHOLDER	SHARES	%	OPTIONS	%
David Palumbo 1	2,367,150	20.7	-	-
Colin Kenneth Locke1	2,032,850	17.8	-	-
Laura Bailey	1,250,000	10.9
Helmsdale Investments Pty Ltd	1,020,000	8.9	-	-
Ariel King1	750,000	6.6	-	-
Other Shareholders	4,030,000	35.2	-	-
Shares on issue at Prospectus Date2	11,450,000	100	-	-
Options on issue at Prospectus Date	-	-	-	-

Notes:

1 Messrs Palumbo, Locke and King are Directors of the Company.

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

Information on the effect of the Public Offer on control and substantial shareholders is set out in Section 7.4.

2.3 Corporate Structure

At Admission, the Company's corporate structure will comprise only one entity, being the Company.

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2.4 Overview of the Projects

(a) Tenements

The Company's assets consist of eight exploration licences (five granted, three applications) covering a total of 182 sub-blocks. The assets are in two key regions; Northern Queensland and Western Australia (see Figure 1).

Figure 1: Project location map

==> picture [332 x 309] intentionally omitted <==

A summary table of the Company's exploration licences and exploration licence applications is set out below:

Project	Tenement	Holder	Status	Grant Date	Expiry Date	Sub- Blocks	Next Year Commitment ($)	Annual Rent ($)
Paperbark	EPM 14309	NorthernX PtyLtd	Granted	13/09/2005	12/09/2022	23	405,000	3,857
Etheridge	EPM 27377	Indo Australis Pty Ltd	Granted	21/05/2020	20/05/2025	7	5,520	1,174
	EPM 27253		Granted	10/12/2019	9/12/2024	4	6,640	671
	EPM 27294		Granted	23/12/2019	22/12/2024	2	4,000	335
	EPM 27295		Granted	23/12/2019	22/12/2024	2	4,000	335
Lake Johnston	E 63/2091	Rubix Resources Limited	Applied, 8 April 2021			31	N/A	N/A
Collurabbie	E 38/3616	Rubix R	Applied, 30 March 2021			63	N/A	N/A
North	E 38/3618	esources Limited	Applied, 9 April 2021			50	N/A	N/A

A comprehensive summary of regional and local geology, historical mining and historical exploration pertaining to the Tenements is contained in the Independent Geologist Report

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in Annexure C. A comprehensive summary of the status of the Tenements can be found in the Solicitor's Report on Mining Tenements in Annexure B.

(b) Paperbark Project

(i) Introduction

The Paperbark Project consists of one exploration permit (EPM14309), covering an area of 75km[2] .

(ii) Location and access

The Paperbark Project is located near the Gulf of Carpentaria, known as the 'gulf' district of Northwest Queensland, Australia, and is located approximately 215km northnorthwest of Mount Isa and 25km southeast of the Century Mine in northwest ‐ Queensland. Access to the property is via Riversleigh Station, from the Riversleigh Lawn Hill Road and via using local station tracks.

(iii) Local geology and mineralisation

Proterozoic basement rocks belonging to the McNamara Group sediments at Paperbark are well exposed. Geological mapping by previous tenement holders has contributed to the understanding of the distribution of various units recognised, including:

• Torpedo Creek Quartzite (orthoquartzite and conglomerate);

• Gunpowder Creek Formation (dolomitic, feldspathic fine-grained sandstonesiltstone);

• Paradise Creek Formation (stromatolitic, dolomitic siltstone);

• Esperanza Formation (stromatolitic chert, sandstone and dolomitic siltstone);

• Lady Loretta Formation (laminated, stromatolitic siltstone and shale);

• Shady Bore Quartzite (orthoquartzite, fine dolomitic sandstone); and

• Riversleigh Siltstone (carbonaceous siltstone, shale and sandstone).

In general, the sediments dip moderately (30 degrees) to the southwest, and all units are potential hosts for base metal mineralisation.

The package of rocks is crosscut by two significant northeast-trending faults (named the Grunter and Barramundi), with a series of second-order faults splaying off the main structures. The faults form an anastomosing array that produces up to 7km of strike-slip apparent displacement with a mostly dextral sense of shear in places, however, locally some sinistral offsets can be observed.

The faults are a clear control on mineralisation as elevated metal values are localised along them and in favourable horizons within the sediments where they are intersected by fault planes. The type of mineralisation is a replacement, epigenetic/hydrothermal of similar character to Mississippi Valley Type (MVT) and Irish-Type mineralisation. Dissolution textures, cavity fill and solution collapse breccia, typical for this style are well developed within the lime-rich and dolomitic host rocks, including evaporites.

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==> picture [386 x 319] intentionally omitted <==

Figure 1 Location of Prospects and Interpreted Cu-Zn Targets within EPM14309.

(iv) Previous exploration

The long history of exploration (over 40 years) at Paperbark has generated numerous base-metal targets and prospects; JB Zone, Stonemouse, Devils Gossan, B1, Fox Anomaly, Blood n Guts, Anomaly 2, Anomaly 279, Black Hills, Mt Panorama, Main EM Anomaly, Enigma Hill and Bloodwood East, East Paradise, Tasman and Therma. All of the previously mentioned prospects have been drill tested to some extent (possibly with the exception of East Paradise), usually with multiple holes using varying combinations of RAB, RC and diamond drillholes.

Low-grade mineralisation occurs in several locations within the Paperbark Project area, with the most advanced prospect being the JB Zone. The JB Zone is the most advanced prospect within the tenement and is thought to be MVT-style mineralisation, characterised by collapse breccias, open-space filling, replacement and veins within dolomites of the Gunpowder Creek Formation adjacent to the Bream Fault. Elsewhere at Paperbark, base-metal mineralisation is associated with veining and intraformational solution collapse breccias related to evaporitic dolomites, often within the Gunpowder Creek Formation and localised along the splay faults.

A number of these prospects have already been identified (JE and others) due to their proximity to first and second order structures. Each of the splay fault/formation intersection zones has the potential to host base metal mineralisation of a similar to that observed at the JB Zone. In general, base-metal prospectivity is considered higher with proximity to the major Barramundi and Grunter faults. This is due to the greater distance mineralising fluids need to travel from the interpreted main fault zones and primary fluid conduits. There is also potential for deeper first order structures to occur parallel to the Grunter and Barramundi faults increasing the prospectivity of prospects such as JE, Stonemouse and Fox.

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Copper Prospects - Grunter North and South Prospects

Rock chip sampling by Pursuit Minerals Limited ( Pursuit ) identified copper as the dominant base-metal at the Grunter North and South Prospect, and collected 82 rock chip samples in 2017. Eighteen samples returned values greater than 1% copper and defined a relatively continuous horizon of copper oxide mineralisation within the Lady Loretta Formation over 900m of strike.

Potential for copper mineralisation should be followed as only two drillholes (PB02-17 and PB08-18) were drilled at Grunter North Prospect by Pursuit.

==> picture [392 x 245] intentionally omitted <==

Figure 2. Copper Rock-chip and drilling intercepts.

Historical drilling at Grunter South Prospect has delivered 2m @ 1.45% Cu from 167m (Drill hole KD16), 2m @ 1.23% Cu from 86m (BLBPS262) and 2m @ 1.06% Cu from 22m (BB202). The 17 strike-km of copper anomalism at Grunter South Zone has not been drill tested recently. Rock chip sample locations and significant results and drill collar location and significant copper results contained in the Independent Geologist Report in Annexure C.

JB Prospect (Pb-Zn)

A nine-hole diamond drilling campaign was completed by Pursuit during the 2017-2018 period, for a total of 2,627m. Drilling conducted by Pursuit primarily focused on understanding the potential to expand the existing mineralisation at the JB and JE Zones, and determine the potential size of the mineralising system. Results suggest that the JB and JE Zones may form part of one larger mineral system.

Drill hole PB05-18 at the southern edge of the JE Zone intersected zinc and lead mineralisation over a 53m down hole interval from 201m.

Drill hole PB07-18 intersected a 91m down hole interval of zinc and lead mineralisation from 122m.

Significant assays (>3% Zn+Pb) from the Pursuit drilling include:

• PB01-17: 13m @ 3.57% Zn+Pb from 286m including 3m @ 5.4% Zn+Pb from 296m at JB Zone.

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• PB01-17: 1m @ 16.6% Zn+Pb from 252m at JB Zone

• PB05-18: 2m @ 3.36% Zn+Pb from 221m at JE Zone

• PB07-18: 2m @ 3.99% Zn+Pb from 130m at JB Zone

• PB07-18: 5m @ 3.16% Zn+Pb from 168m at JB Zone

• PB07-18: 3m @ 5.05% Zn+Pb from 209m at JB Zone

• ▪ PB09-18: 7m @ 0.33% Cu from 151m at JB Zone

==> picture [379 x 239] intentionally omitted <==

Figure 3. Location of historical drilling and significant zinc intercepts.

Exploration Target – JB Prospect

Based on the previous exploration work undertaken at the JB Prospect described above, an Exploration Target was estimated by reporting tonnages between two-grade cut-off ranges, the lower at 3% Zn and the upper at 2% Zn. No assumed minimum thicknesses or other constraints were used to estimate the Exploration Target. This Exploration Target takes into consideration the natural variation of the zinc grade. A summary of the Exploration Target is set out below.

Range	Zinc Cut-off Grade (%)	Material (Mt)	Zn %	Pb %	Ag g/t
Lower	3.0	5.0	5.0	0.4	2.0
Upper	2.0	15.0	2.7	0.2	1.0
Note. The potential quantity and grade of the Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource in this area. It is uncertain if further exploration will result in the estimation of a Mineral Resource. Being conceptual in nature, the Exploration Target takes no account of geological complexity, possible mining method or metallurgical recovery factors. The Exploration Target was estimated in order to provide an assessment of the potential scale of exploration at JB Prospect. The Company intends to test the Exploration Target with further drilling over the next 12- monthperiod.

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Stonemouse Prospect (Zn)

An anomalous zinc and lead mineralisation zone and alteration at the surface was defined over a 500m strike length at the Stonemouse Prospect based on a rock chip sampling program of 23 samples in 2017.

Significant historical drilling results includes 4m @ 8.5% Zn+Pb from 428m (BB001) and 2m @ 10.9% Zn+Pb from 144m (BB218). One drill hole (PB04-17) was drilled by Pursuit in 2017.

(v) Prospectivity and work plan

Previous exploration focused on the stratiform mineralisation within sedimentary rocks analogous to the Century Pb-Zn deposit. It is highly likely that the discovery and proximity of the giant stratiform Century deposit influenced exploration programs to focus on stratiform mineralisation. Stratiform mineralisation similar to Century remains a high priority exploration objective in the Paperbark Project area, although there are also multiple locations where faults intersect favourable stratigraphy, which are considered high priority targets for MVT-style mineralisation similar to that delineated at the JB Zone.

Structural modelling of faults and stratigraphy will be key to effective exploration targeting and drill hole design. This can be achieved by remote sensing geophysical methods which can detect mineralisation associated with significant iron sulphides and/or marcasite haloes by induced polarization (IP) and ground electromagnetic (EM) methods (Paradis et al. 2007, Leach et al. 2010). For mineralisation which have minimal, or no iron sulphides IP and EM methods may not be useful for defining geophysical targets, however magnetic surveys may be utilised to determine and interpret primary depth to basement, basement structures and prospective fluid conduits.

At the Grunter North Prospect, the large area of anomalous copper near surface was found but with limited success in a single drill hole drilled by Pursuit to identify a substantial body of copper sulphide mineralisation at depth. Within prospective basins anomalous base metal geochemistry and/or sub-economic mineralisation may extend for kilometres, however vectoring towards main mineralised is still possible.

The Company intends to undertake detailed mapping, geochemical sampling, geophysical surveys, drilling, downhole geophysics and metallurgical testing at the Paperbark Project.

Further information is set out in section 3 of the Independent Geologist Report.

(c) Etheridge Project

(i) Introduction

The Etheridge Project consists of four granted exploration permits, which collectively cover a total area of 49km[2] in the Georgetown Inlier, North Queensland. The Etheridge Project is divided into four sub-projects:

• Mount Jack (EPM27377);

• Durham (EPM27253);

• Carpentaria (EPM27294); and

• Pensioner (EPM27295).

(ii) Location and access

The Etheridge Project is located in the Etheridge Goldfield of the Georgetown Inlier, north Queensland, Australia, approximately 280km west-southwest of Cairns and

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360km northwest of Townsville. Access to the area is via the Gulf Development Road from Cairns, or via the Gregory Highway from Townsville. Access to the tenement is via the main Georgetown-Croydon Road or the Georgetown-Forsayth Road and thence by graded shire roads and unformed station tracks requiring 4WD creek crossings.

==> picture [351 x 418] intentionally omitted <==

Figure 4 Etheridge Project – General Location & Access.

• (iii) Mount Jack local geology and mineralisation

The main mineralised structure at Mt Jack is steeply south dipping and strikes approximately 110˚. A 20m wide zone of vertical shearing is exposed in old mine pits at Mount Jack which contains evidence of anastomosing quartz veins parallel to the foliation and shearing. Individual veins and zones of brecciation can reach up to 10cm thick, and are composed of white, granular and euhedral buck quartz and less commonly, fine comb textured quartz veins are also present. Mineralisation in the form of fine disseminated pyrite can be found in some quartz veins with sericite alteration commonly located within shears and adjacent to quartz veins. It is interpreted that the main mineralised trend at Mount Jack has been a long-lived structure with numerous veining and shearing events. The Mount Jack mineralised trend is adjacent to the intersection of the regional Delaney Fault and marks the approximate boundary between gneiss of the Lane Creek Formation to the North and the Ropewalk Granite to the South.

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It is estimated that the Big Reef mineralised trend extends for up to 12km, and the Mount Jack trend for up to 4km, and also contains the Mount Jack group of historical workings on ML6781 Mt Jack West (Australia Gold Mining P/L), which is excluded from EPM 27377. The sub-parallel trending Federation workings located to the north of the Big Reef trend are characterised by shear zones containing multiple events of anastomosing quartz veins similar to that seen at the Mount Jack and Big Reef mineralised trends.

(iv) Mount Jack previous exploration

Most of the earlier exploration over the tenement was conducted by SEREM (Australia) Pty Ltd in the 1980s and Union Mining Ltd in the 1990s and was centred around the Mount Jack line of workings at Mount Jack West. The Mount Jack West area was exercised as ML 6781 by Australia Gold Mining Pty Ltd (AUML) in 2013 and not part of EPM27377.

SEREM Australia constructed costeans along strike of the Mount Jack leases.

Southern Crown Limited (subsequently, SC Resources Ltd) explored the Mount Jack line of lode, east of the AUML's ML. A total of 31 rock chip samples were collected from around the Mt Jack Line of workings and elsewhere within the tenement. A number of these samples returned high gold and silver values and anomalous arsenic and copper values.

Additionally, Southern Crown also drilled 18 reverse circulation drill holes and demonstrated that mineralisation extends to the east of the ML. Notable results from Southern Crown drilling including 1m @ 22.8g/t Au (RWRC004), 5m @ 3.8g/t Au (RWRC008), 3m @ 4.94g/t Au (RWRC005), & 6m @ 1.71g/t Au (RWRC006), which were drilled along strike from the AUML's Mining Lease.

==> picture [391 x 253] intentionally omitted <==

Figure 5 Mount Jack Sub-Project – Location of Drill holes and Rock Chips.

(v) Mount Jack prospectivity and work plan

The prospective structures associated with the Mount Jack and Big Reef mineralised trends within the Mount Jack EPM 27377 have untested potential and may contain

page 18

zones of high-grade gold mineralisation. Extending zones of known mineralisation along the Mount Jack trend has been proven successful by recent drilling by Southern Crown. Further exploration is planned to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, particularly those generated by Union Mining NL and Southern Crown to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Planning of additional exploration drilling over established prospects and extensions to known mineralised zones, utilising the above-mentioned dataset to highlight prospective targets and high-grade ore shoots for follow-up drilling.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible mineralised structures.

(vi) Durham local geology and mineralisation

The Durham area is dominated by various Mesoproterozoic granitoids, with minor occurrences of Proterozoic metasediments of the Lane Creek Formation. Mineralisation within the area is commonly associated with the Durham mineralised trend. Day (1990, CR 22994) commented that the main mineralised structure associated with the Durham Mine trends northeast and hosted by fracture zones within the Forsayth Granite. The Durham structure dips sub-vertically to the southeast and can be traced along strike for up to 500m. In places narrow quartz sheeted veins occur parallel to the main trend. Wall rock alteration commonly is restricted to 10cm -15cm adjacent to the vein, where primary granite is heavily sericitised and chloritised and impregnated with fine pyrite. Trending parallel to the Durham structure is the Golden Crown mineralised trend, which displays similar mineralisation characteristics to the Durham trend.

(vii) Durham previous exploration

Durham – Heart’s Content– Hibernia Prospect

Western Compass Minerals completed regional auger sampling over the Durham area which delineated arsenic anomalism. SEREM Australia mapped and sampled dumps from the Durham trend, and completed preliminary RAB drilling. Sedimentary Holdings completed minor widespread costeaning and dump sampling. Union Mining NL explored the tenements in the 1990s and completed a campaign of costeaning, rock chip sampling, and some minor shallow drilling culminating in the excavation of two shallow pits (Bull Durham and Heart’s Content Pits) along the Durham trend to recover near-surface oxide material. Union Mining NL drilled 12 RAB holes and a rock chip sampling program along a 1km strike length. Several lengths of the fault line returned continuously mineralised veins or backfill.

Golden Crown Prospect

Sedimentary Holding drilled 11 RC Percussion holes into the western end of the Golden Crown lode with encouraging near-surface results. Although gold intersections were narrow, there are some significant high-grade zones.

New Zealander Prospect

The New Zealander lode is on the Lord Byron Trend and occurs 2km east of the Durham mineralising trend and is interpreted to form part of the Golden Crown mineralising trend. The New Zealander lode consists of 3 distinct northeast trending fracture zones striking up to 500m, which is defined by historical pits, trenches and shafts. Sedimentary Holdings constructed several costeans through the New Zealander mine dumps and drilled three shallow holes. Union Mining followed up the Sedimentary Holdings results with further rock chip sampling and costeans.

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==> picture [390 x 263] intentionally omitted <==

Figure 6. Durham-Hibernia trend. Location of Drill holes and Rock Chips.

(viii) Durham prospectivity and work plan

The prospective structures associated with the Durham and Golden Crown mineralised trends have untested potential and may contain zones of high-grade gold mineralisation. Extending zones of known mineralisation along the trends has been proven successful by historic costeaning and drilling by Union Mining and Sedimentary Holdings. Further exploration is planned to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, particularly those generated by Union Mining NL and Southern Crown to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Planning of additional exploration drilling over established prospects and extensions to known mineralised trends of Durham and Golden Crown, utilising the above-mentioned dataset to highlight prospective targets and high-grade ore shoots for follow-up drilling.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible parallel mineralised structures.

(ix) Carpentaria local geology and mineralisation

The Carpentaria tenement area contains Proterozoic metasediments of the Lane Creek Formation, which have been intruded by various Mesoproterozoic granitoids. Mineralisation within the area is commonly associated with the Carpentaria Lode, which was described by Union Mining NL as a granite hosted quartz reef varying in width from 0.1m to 1.6m and dipping to the east at 45 degrees. The Carpentaria mineralised trend strikes north-south associated with the western margin of the Lane Creek metasediments.

(x) Carpentaria previous exploration

Dolphin Exploration carried out an extensive regional stream sediment program over the area. This was followed up by regional BCL drainage programs by CRA Exploration and subsequent mobile metal ion geochemical surveys by Kidston Gold

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Mines. Union Mining completed a sampling program during the 1994-1995 period which consisted of 13 rock chips, 13 mine-dump samples and four grab samples.

(xi) Carpentaria prospectivity and work plan

Further exploration on the Carpentaria Project is planned to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Field mapping and geochemical sampling (soils and rock chips) along strike of the Carpentaria mineralised trend to help identify additional prospects.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible mineralised structures.

(xii) Pensioner local geology and mineralisation

The Pensioner area is hosted within Proterozoic metasediments of the Lane Creek Formation, which have been intruded by various Mesoproterozoic granitoids. The metasediments trend approximately northwest and are bound by the Brandy Hot Granodiorite to the west, and the Aurora Granite to the east. Mineralisation related Pensioner-John Mitchell trend is orientated approximately north-northeast. The Pensioner mineralised trend contains a parallel trend known as Pensioner West.

(xiii) Pensioner previous exploration

Exploration data over the Pensioner tenement is restricted to surface sampling by Union Mining NL. Sampling targeted a north-south trending line of shallow workings east of the Mount Turner-Croydon Road related to the main Pensioner gold trend. Costeaning and sampling by Union Mining NL was conducted at Pensioner and Pensioner West on the northern portion of the tenement.

(xiv) Pensioner prospectivity and work plan

Further exploration on the Pensioner Project is planned to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Field mapping and geochemical sampling (soils and rock chips) along strike of the Carpentaria mineralised trend to help identify additional prospects.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible parallel mineralised structures.

Further information on the Etheridge Project is set out in section 4 of the Independent Geologist Report.

(d) Lake Johnston Project

(i) Introduction

The Lake Johnston Project comprises one exploration licence application (ELA 63/2091) covering an area of 31 sub-blocks (~63km[2] ) located adjacent to the Archaean Lake Johnston greenstone belt and covers a portion of the Jimberlana Dyke.

(ii) Location and access

The Lake Johnston Project is located approximately 105km west of Norseman and covers the large salt pans of Lake Johnston. Access to the east of Norseman is via gravel Hyden–Norseman Road (which passes through the width of the tenement) and numerous tracks along Lake Johnston. The Emily Ann and Maggie Hays nickel projects lie to the west of Lake Johnston.

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(iii) Geology

The Lake Johnston Project is located adjacent to the Archaean Lake Johnston greenstone belt and covers a portion of the Jimberlana Dyke. The Jimberlana Dyke is an intrusive body which has a maximum width of 3km, and was dated approximately 2410Ma which crosscuts the Archaean greenstone belts and granites of the Yilgarn Craton. The dyke is orientated east-west which is parallel to the other major Proterozoic dyke swarms which cut the Yilgarn craton such as the Binneringie Dyke, however it can be considered unique as is contains layered mafic complexes. The complexes have been divided vertically into three distinct successions of layered rocks termed the Upper, Lower and Marginal Layered Series, and can be considered analogous to the Great Dyke of Zimbabwe which contains accumulations of massive base metals and is the world’s third-largest resource of PGEs, ranking only behind the Bushveld Complex in South Africa and Norilsk in Russia.

The Proterozoic Jimberlana Dyke transverse the tenement from east to west in the middle of the tenement. This feature may be prospective for nickel-copper and PGE mineralisation.

==> picture [388 x 252] intentionally omitted <==

Figure 7. Lake Johnston Project – Local Geology

(iv) Previous exploration

Limited exploration activities were carried in the tenement area. Tempest airborne EM data was collected over the Jimberlana Dyke by Anaconda Limited in 1999 to determine the potential for bedrock conductors. Modelling of the wide-spaced airborne EM data has revealed several strong bedrock conductors located within the Dyke margins as well as the host rocks. Avoca Resources Limited undertook a structural interpretation using all available aeromagnetic data which included historic contour plans of data collected by WMC along N-S flight lines and an image created for a portion of the Dyke.

(v) Prospectivity and work plan

The work completed by Avoca indicates that the Jimberlana Dyke is prospective for both magmatic PGE mineralisation and contact style massive nickel-copper sulphide mineralisation. Ground-based electromagnetic geophysical techniques are planned to assess some of the airborne EM anomalies discovered. Subject to the exploration

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licence application being granted, further RC drilling may be warranted on selected targets from EM anomalies to test the PGM and Ni-Cu anomalies.

Further information is set out in section 5 of the Independent Geologist Report.

(e) Collurabbie North Project

(i) Introduction

The Collurabbie North Project comprises two exploration licence applications (ELA38/3616 and 38/3618), which collectively cover 113 Sub-blocks (~344km[2] ) near the northeast margin of the Yilgarn Craton.

(ii) Location and access

The Collurabbie North Project is located approximately 220km east of Wiluna and 240km north of Laverton in the North Eastern Goldfields Province of Western Australia. The main access route to the Collurabbie North is via the Gunbarrel Highway and Old Windidda Station access road.

(iii) Geology

The Collurabbie North Project is located near the northeast margin of the Yilgarn Craton. The project area is predominately covered with the Frere Formation, which is a granular siliceous iron-formation with peloidal chert, siltstone and sandstone and is at the northern extent of the Gerry Well Greenstone belt, along strike to known Copper (Cu)-Nickel (Ni) mineralisation such as at the Olympia Prospect and Collurabbie South.

==> picture [387 x 305] intentionally omitted <==

Figure 8: Collurabbie North Project Geology with nickel occurrences.

(iv) Previous exploration

Limited exploration activities have been conducted on the Collurabbie North Project area. North Limited conducted five percussion holes in 1998 as part of their regional exploration program. Falcon Minerals and WMC Resources completed first-pass drilling

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(4 RC holes and 3 diamond holes) in 2003 targeting prospective stratigraphy, who noted high-MgO ultramafics (peridotites), with the potential for ultramafic hosted Ni and Cu within the project area.

(v) Prospectivity and work plan

The geology of the Collurabbie North Project area can be broadly described as the northern extension of the Gerry Well Greenstone Belt, along strike to known Cu-Ni and PGE mineralisation such as at the Olympia and Collurabbie South Prospects. The limited historical drilling identified prospective stratigraphy, noted high-MgO ultramafics (peridotites) and highlight the prospectivity of ultramafic units for Ni and Cu within the project area.

It is proposed that the Heli-magnetics and surface fixed-loop TEM is used to define the ultramafic units in detail and test the area for the presence of massive sulphides conductors, respectively. Follow-up drilling will be considered to test anomalies generated by the air-core drilling and geophysics.

Further information is set out in section 6 of the Independent Geologist Report.

2.5 Business strategy/objectives of the Company

The Company's objective is to increase shareholder wealth through the acquisition, exploration and development of mineral resource projects.

The Company's focus immediately upon listing will be to implement the exploration programs it has designed for the Paperbark and Etheridge Projects (as described in Section 2.4 above) with the objective of delineating mineralisation. Further details of those programs are set out in Section 2.6 below.

2.6 Proposed exploration budgets

The Company proposes to fund its intended activities as outlined in the tables below from the proceeds of the Public Offer. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration undertaken. This will involve an ongoing assessment of the Company's Projects and may lead to increased or decreased levels of expenditure on certain interests, reflecting a change in emphasis. Subject to the above, the following budget takes into account the proposed expenses over the next two years following Admission.

Admission.
Activities	Minimum Subscription ($4.5m)
	Year 1	Year 2	Total
Paperbark Project
Heritage, Approvals	$10,000	$10,000	$20,000
Detailed mapping	$20,000		$20,000
Geochemical Sampling	$30,000		$30,000
Reprocess Geophysical Data	$30,000		$30,000
Geophysics Surveys	$120,000	$80,000	$200,000
Drilling & Assay	$300,000	$450,000	$750,000
Downhole Geophysics	$40,000	$60,000	$100,000
Mineral Resource Estimation		$40,000	$40,000
Metallurgical testing		$60,000	$60,000
Paperbark Project	$550,000	$700,000	$1,250,000

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Activities	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)
	Year 1	Year 2	Total
Etheridge Project
Heritage, Approvals	$10,000	$10,000	$20,000
Detailed mapping	$20,000		$20,000
Reprocess Geophysical Data	$20,000		$20,000
Geochemical Sampling	$20,000		$20,000
Geophysics Surveys	$100,000	$100,000	$200,000
Drilling	$300,000	$340,000	$640,000
Downhole Geophysics		$40,000	$40,000
Metallurgical testing		$40,000	$40,000
Etheridge Project	$470,000	$530,000	$1,000,000
Lake Johnston Project
Heritage, Approvals	$10,000	$10,000	$20,000
Detailed mapping	$10,000	$10,000	$20,000
Reprocess Geophysical Data		$20,000	$20,000
Geochemical Sampling		$20,000	$20,000
Geophysics Surveys		$20,000	$20,000
Lake Johnston Project	$20,000	$80,000	$100,000
Collurabbie North Project
Heritage, Approvals	$10,000		$10,000
Detailed mapping and sampling	$10,000	$20,000	$30,000
Reprocess Geophysical Data		$20,000	$20,000
Geochemical Sampling		$40,000	$40,000
Collurabbie North Project	$20,000	$80,000	$100,000
Total Exploration Expenditure	$1,060,000	$1,390,000	$2,450,000

2.7 Dividend policy

The Company does not expect to pay dividends in the near future as its focus will primarily be on growing the existing businesses.

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

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3 Risk Factors

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

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

3.1

Risks specific to the Company

(a) Limited operational history

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

(b) Future capital requirements

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

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

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

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

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(c) New projects and acquisitions

The Company will actively pursue and assess other new business opportunities in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements / permits, and/or direct equity participation.

The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from the Projects and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

(d) Conflicts of interest

The Company's Directors are also directors of other companies engaged in mineral exploration and development and mineral property acquisitions (see Section 5.2). Accordingly, mineral exploration opportunities or prospects of which the Directors becomes aware may not necessarily be made available to the Company in the first instance. Although the Directors have been advised of their fiduciary duties to the Company, there exists actual and potential conflicts of interest among these persons and situations could arise in which their obligations to, or interests in, other companies could detract from their efforts on behalf of the Company.

3.2 Mining Industry Risks

(a) Grant risk for Exploration Licence Applications

Tenements E63/2091 (Lake Johnston) and E38/3616 and E38/3618 (Collurabbie North) are applications for an exploration licence which must be granted to the Company before the Company may acquire 100% legal and beneficial interest in those tenements.

Whilst the Company has no reason to believe these applications will not be granted, there is a risk that the applications may not be granted or only granted on conditions unacceptable to the Company.

If an application is not granted, the Company will not acquire an interest in that particular tenement. The tenement application therefore should not be considered as an asset of the Company. Information in respect of the tenement applications is provided in this Prospectus to provide investors with sufficient information about each in the event such applications are granted.

(b) Tenement title

The Company’s title to Tenements (and if applicable, once granted) will generally require the Company to continue to satisfy its expenditure or work commitments. This cannot be guaranteed.

Interests in tenements in Australia are governed by federal and state legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with

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it annual expenditure and reporting commitments, as well as other conditions requiring compliance, such as satisfaction of statutory payments (including land taxes and statutory duties) and compliance with work programmes and public health and safety laws. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

Further, exploration licences, once granted, are subject to periodic renewal. There is no guarantee that current or future tenement renewals will be approved. Renewal of the term of a granted tenement is at the discretion of the relevant government authority and may include additional or varied expenditure or work commitments or compulsory relinquishment of the areas comprising the Company’s projects. 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 Tenements may be relinquished either in total or in part even though a viable mineral deposit may be present, in the event that:

• (i) exploration or production programmes yield negative results;

• (ii) insufficient funding is available;

• (iii) such a tenement is considered by the Company to not meet the risk/reward or other criteria of the Company;

• (iv) its relative perceived prospectivity is less than that of other tenements in the Company’s portfolio, which take a higher priority; or

• (v) a variety of other reasons.

(c)

Exploration and development risks

Mineral exploration and development is a high-risk undertaking. There can be no assurance that exploration of the Projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource.

Exploration in terrains with existing mineralisation endowments and known occurrences may slightly mitigate this risk.

Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited due to various issues including lack of ongoing funding, adverse government policy, geological conditions, commodity prices or other technical difficulties.

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

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

(d)

Operating risk

Should the Company be successful in developing a Project or Projects, the operations of the Company may be affected by various factors, including failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in

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mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

(e)

Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process that is required to liberate economic minerals and produce a saleable product and by nature contain elements of significant risk such as:

• (i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;

• (ii) developing an economic process route to produce a metal and/or concentrate; and

• (iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

(f)

Resource estimation risks

At present none of the Projects host a mineral resource or reserve estimate. Whilst the Company intends to undertake exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource. Even if a resource is identified, no assurance can be provided that this can be economically extracted. The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly through additional fieldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely affect the Company's operations.

(g) Payment obligations

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

(h)

Metals and currency price volatility

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. The price of gold and base metals fluctuate and are affected by numerous factors beyond the control of the Company, such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. Future serious price declines in the market values of gold, and other minerals could cause the development of, and eventually the commercial production from, the Company's projects and the Company's other properties to be rendered uneconomic.

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Depending on the prices of commodities, the Company could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, some of its properties. There is no assurance that, even as commercial quantities of gold and base metals are produced, a profitable market will exist for it.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and 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.

In addition to adversely affecting any potential future reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

(i) Competition risk

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

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

(j)

Land access risk

Land access is critical for exploration and/or exploitation to succeed. It requires both access to the mineral rights and access to the surface rights. Minerals rights may be negotiated and acquired. In all cases the acquisition of prospective exploration and mining licences is a competitive business, in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. The Company may not be successful in acquiring or obtaining the necessary licences to conduct exploration or evaluation activities outside of the Tenements.

(k) Native title risks

A number of the Tenements overlap with areas of determined native title, and one Tenement overlaps an area of an unregistered native title claim.

There remains a risk that in the future, native title and/or registered native title claims may affect the land the subject of the Tenements or in the vicinity.

The existence of native title or native title claims over the area covered by the Tenements (or a subsequent determination of native title over the area), will not impact the rights or

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interests of the holder under the Tenements provided the Tenements have been validly granted in accordance with the Native Title Act.

However, if any Tenement was not validly granted in compliance with the Native Title Act, this may have an adverse impact on the Company's activities. There is nothing in the Company's enquiries to indicate that any of the Tenements were not validly granted in accordance with the Native Title Act.

The grant of any future tenure to the Company over areas that are covered by registered claims or determinations will likely require engagement with the relevant claimants or native title holders (as relevant) in accordance with the Native Title Act.

In addition, determined native title holders may seek compensation under the Native Title Act for the impacts of acts affecting native title rights and interests after the commencement of the Racial Discrimination Act 1975 (Cth) on 31 October 1975.

The State of Western Australia has passed liability for compensation for the impact of the grant of mining tenements under the Mining Act onto mining tenement holders pursuant to section 125A of the Mining Act. Outstanding compensation liability will lie with the current holder of the Tenements at the time of any award of compensation pursuant to section 125A of the Mining Act or, in the event there is no holder at that time, the immediate past holder of the relevant Tenement(s).

Compensation liability may be determined by the Federal Court or settled by agreement with native title holders, including through ILUAs (which have statutory force) and common law agreements (which do not have statutory force). At this stage, the Company is not able to quantify any potential compensation payments, if any.

(l) Heritage Risk

In addition to the registered Aboriginal sites and other heritage sites identified in Part II of the Solicitors Report on Mining Tenements at Annexure B to this Prospectus, there remains a risk that other Aboriginal sites may exist on the land the subject of the Tenements. The existence of such sites may preclude or limit mining activities in certain areas of the Tenements.

(m) Third party risks

Under Western Australian, Queensland and Commonwealth legislation (as applicable), the Company may be required to obtain the consent of and/or pay compensation to the holders of third-party interests which overlay areas within the Tenements, including pastoral leases, petroleum tenure and other mining tenure in respect of exploration or mining activities on the Tenements.

As noted in the Solicitor's Report on Mining Tenements in Annexure B, E38/3616 and E38/3618 (Collurabbie North) will encroach partially on the Windidda Pastoral Lease (N049460). As the holder of the pastoral lease has not lodged objections to the grant of E38/3616 and E38/3618, it is unlikely that the Company will enter into an access and compensation agreement with respect to the Company’s activities on the pastoral lease.

Access and compensation agreements with pastoral leaseholders can be useful to ensure that the requirements of the Mining Act are satisfied and to avoid any future disputes arising in relation to amounts of compensation which may be applicable. In the absence of an agreement, the Mining Warden’s Court determines compensation payable by the Company to the pastoral lessee. There is a risk the Company may be required to pay compensation to the pastoral lessee.

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EPM14309 (Paperbark Project) is subject to a Conduct and Compensation Agreement with the owners of Yeldham Station in relation to the conduct of exploration activities and overlaps with an 'Authority to Prospect' petroleum tenement granted under the Petroleum Act 1923 (Qld) and the Petroleum and Gas (Production and Safety) Act 2004 (Qld). There is a risk that a dispute or difference with the holder of the overlapping petroleum title could arise in relation to each party's operations on the area of EPM14309. If this was to occur, this could result in delays, increased costs or operational restrictions on the Company's activities in that area.

In addition, there are numerous leasehold interests underling the tenements located in private land in Queensland. A tenement holder is not permitted to enter private land for the purpose of accessing or carrying out an activity it is authorised to carry out on the tenement unless the holder has given each owner and occupier of the land an entry notice.

Any delays in respect of conflicting third-party rights, obtaining necessary consents, or compensation obligations, may adversely impact the Company's ability to carry out exploration or mining activities within the affected areas.

(n) Environmental risk

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

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

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

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

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

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a

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material adverse effect on the Company's business, financial condition and results of operations.

(o) Tenure and access risk

The Company's rights in the Tenements may be obtained by grant by regulatory authorities or be subject to contracts with third parties.

Any third party may terminate or rescind the relevant agreement whether lawfully or not and, accordingly, the Company may lose its rights to exclusive use of, and access to any, or all, of the tenements. Third parties may also default on their obligations under the contracts which may lead to termination of the contracts.

Additionally, the Company may not be able to access the Tenements due to natural disasters or adverse weather conditions, political unrest, hostilities or failure to obtain the relevant approvals and consents.

(p) Regulatory risk

The Company will need to obtain regulatory approvals and licences to undertake its operations. There is no guarantee that such approvals and licences will be granted. In addition, various conditions may be imposed on the grants of such regulatory approvals and licences which may impact on the cost or the ability of the Company to mine the tenements.

(q) Reliance on key personnel

The Company is reliant on a number of key personnel and consultants, including members of the Board. The loss of one or more of these key contributors could have an adverse impact on the business of the Company.

It may be particularly difficult for the Company to attract and retain suitably qualified and experienced people given the current high demand in the industry and relatively small size of the Company, compared with other industry participants.

3.3 General Risks

(a) Economic risks

General economic conditions, movements in interest and inflation rates, the prevailing global commodity prices 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.

As with any exploration or mining project, the economics are sensitive to metal and commodity prices. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for minerals, technological advances, forward-selling activities and other macro-economic factors. These prices may fluctuate to a level where the proposed mining operations are not profitable. Should the Company achieve success leading to mineral production, the revenue it will derive through the sale of commodities also exposes potential income of the Company to commodity price and exchange rate risks.

(b) Market conditions

The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular.

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Further, share market conditions may affect the value of the Company's quoted Shares regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) changes in investor sentiment;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Contractual risk

If the Company enters into agreements with third parties for the acquisition or divestment of equity interests in mineral exploration and mining projects there are no guarantees that any such contractual obligations will be satisfied in part or in full.

The ability of the Company to achieve its stated objectives may be materially affected by the performance by the parties of obligations under certain agreements. If any party defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

(d) 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, subversive activities or sabotage, fires, floods, explosions or other catastrophes.

(e) Government and legal risk

Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company's assets, operations and ultimately the financial performance of the Company and its Shares. Such changes are likely to be beyond the control of the Company and may affect industry profitability as well as the Company's capacity to explore and mine.

The Company is not aware of any reviews or changes that would affect the Projects. However, changes in community attitudes on matters such as taxation, competition policy and environmental issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company's development plans or its rights and obligations in respect of its projects. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company.

(f) Litigation risks

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company's operations, financial performance and financial position.

The Company is currently not engaged in any litigation.

(g) Insurance risks

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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 against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(h)

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 point of view and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for Shares under this Prospectus.

(i)

Unforeseen expenditure risk

The Company may be subject to significant unforeseen expenses or actions, which may include unplanned operating expenses, future legal actions or expenses in relation to future unforeseen events. The Directors expect that the Company will have adequate working capital to carry out its stated objectives however there is the risk that additional funds may be required to fund the Company's future objectives.

• (j)

Climate change risks

Climate change risks particularly attributable to the Company include:

• (i) 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

• (ii) 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.

(k)

Infectious diseases

The outbreak of the coronavirus disease (COVID-19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets.

The Company's Share price may be adversely affected by the economic uncertainty caused by COVID-19. Further measures to limit the transmission of the virus

implemented by governments around the world (such as travel bans and quarantining)

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may adversely impact the Company's operations and may interrupt the Company carrying out its contractual obligations or cause disruptions to supply chains.

3.4 Speculative investment

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

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

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

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4 Financial Information

4.1

Introduction

This section sets out the Historical Financial Information of the Company. The Directors are responsible for the inclusion of all Financial Information in the Prospectus. The purpose of the inclusion of the Financial Information is to illustrate the effects of the Public Offer. Hall Chadwick WA Audit Pty Ltd ( Hall Chadwick ) has prepared an Independent Limited Assurance Report in respect to the Historical Financial Information and the Pro Forma Financial Information. A copy of this report, within which an explanation of the scope and limitation of Hall Chadwick’s work is set out in Annexure A of this Prospectus.

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

4.2 Basis of preparation

The historical financial information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and the accounting policies adopted by the Company as detailed in Note 1 of Section 4.7. The pro forma financial information has been derived from the historical financial information and assumes the completion of the pro forma adjustments as set out in Note 2 of Section 4.7 as if those adjustments had occurred as at 30 June 2021.

The financial information contained in this section is presented in an abbreviated form and does not contain all the disclosures that are provided in a financial report prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards and Interpretations.

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

• The historical Statement of Profit or Loss and Other Comprehensive Income for the period from date of incorporation being 30 March 2021 to 30 June 2021;

• The historical Statement of Financial Position as at 30 June 2021; and

• The historical Statement of Cash Flows for the period from date of incorporation being 30 March 2021 to 30 June 2021.

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

• The pro forma statement of financial position as at 30 June 2021, prepared on the basis that the pro forma adjustments and subsequent events detailed in Note 2 of Section 4.7 had occurred as at 30 June 2021; and

• the notes to the pro forma financial information,

(collectively referred to as the Financial Information ).

The Historical Financial Information of the Company has been extracted from the financial report for the period from date of incorporation being 30 March 2021 to 30 June 2021. The financial report was audited by Hall Chadwick in accordance with Australian Auditing Standards. Hall Chadwick have issued an unqualified audit opinion on the financial report with material uncertainty related to going concern paragraph.

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4.3 Historical statement of profit or loss and other comprehensive income

Revenue Exploration and evaluation expense Corporate compliance expenses Administration expense Loss before income tax expense Income tax expense Loss after income tax Other comprehensive income for the period, net of tax Total comprehensive loss	Audited 30 March 2021 to 30 June 2021 $* - (68,327) (5,000) (1,345)
	(74,672) -
	(74,672) -
	(74,672)

• Refer to Section 4.2 with respect to the audit opinion issued by Hall Chadwick on the Historical Financial Information. The Financial Information should be read in conjunction with the accounting policies in Section 4.7 and the Independent Limited Assurance Report in Annexure A.

4.4 Historical statement of financial position

Current assets Cash & cash equivalents Trade & other receivables Prepayments Total current assets TOTAL ASSETS Current liabilities Trade & other payables Borrowings Total current liabilities TOTAL LIABILITIES NET ASSETS	Audited 30 June 2021 $* 399,109 5,965 5,000
	410,074
	410,074
	15,948 1,162
	17,110
	17,110
	392,964

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EQUITY Issued capital Accumulated losses TOTAL EQUITY	467,636 (74,672)
	392,964

• Please refer to Section 4.2 with respect to the audit opinion issued by Hall Chadwick on the Historical Financial Information. The Financial Information should be read in conjunction with the accounting policies in Section 4.7 and the Independent Limited Assurance Report in Annexure A.

4.5 Historical statement of cash flows

Historical statement of cash flows
Cash flows from operating activities Payments to suppliers and employees Payments for exploration and evaluation expenditure Total cash flows from operating activities Cash flows from financing activities Proceeds from borrowings Proceeds from issue of shares in the Company (net of costs) Total cash flows from financing activities Net increase in cash held Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period	Audited 30 March 2021 to 30 June 2021 $* (10,839) (58,374)
	(69,213)
	46,162 422,160
	468,322
	399,109 -
	399,109

• Refer to Section 4.2 with respect to the audit opinion issued by Hall Chadwick on the Historical Financial Information. The Financial Information should be read in conjunction with the accounting policies in Section 4.7 and the Independent Limited Assurance Report in Annexure A.

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4.6 Historical and Pro-forma statement of financial position

Notes Current assets Cash & cash equivalents 3 Trade & other receivables Prepayments Total current assets Total assets Current liabilities Trade & other payables Borrowings Total current liabilities Total liabilities Net assets EQUITY Issued capital 4 Reserves 5 Accumulated losses 6 Total equity	30 June 2021 (Audited) Pro forma Subsequent Event Adjustment Pro forma Adjustments Pro forma balance $ $ $ $ 399,109 (150,000) 4,030,300 4,279,409 5,965 - - 5,965 5,000 - - 5,000
	410,074 (150,000) 4,030,300 4,290,374
	410,074 (150,000) 4,030,300 4,290,374
	15,948 - - 15,948 1,162 - - 1,162
	17,110 - - 17,110
	17,110 - - 17,110
	392,964 (150,000) 4,030,300 4,273,264
	467,636 10,000 4,110,516 4,588,152 - - 319,784 319,784 (74,672) (160,000) (400,000) (634,672)
	392,964 (150,000) 4,030,300 4,273,264

• Refer to Section 4.2 with respect to the audit opinion issued by Hall Chadwick on the Historical Financial Information. The Financial Information should be read in conjunction with the accounting policies in Section 4.7 and the Independent Limited Assurance Report in Annexure A.

4.7 Notes to and Forming Part of the Historical Financial Information

Note 1: Summary of significant accounting policies

(a) Basis of Accounting

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

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

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

The pro forma Statement of Financial Position as at 30 June 2021 represents the audited financial position and adjusted for the transactions discussed in Note 2. The Statement of Financial Position should be read in conjunction with the notes set out below.

(b) Going Concern

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

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

(c)

Exploration and Evaluation Assets

Exploration and evaluation expenditure in relation to the Company’s mineral tenements is expensed as incurred. When the Directors decide to progress the development of an area of interest all further expenditure incurred relating to the area will be capitalised. Projects are advanced to development status and classified as mine development when it is expected that further expenditure can be recouped through sale or successful development and exploitation of the area of interest. Such expenditure is carried forward up to commencement of production at which time it is amortised over the life of the economically recoverable reserves. All projects are subject to detailed review on an annual basis and accumulated costs written off to the extent that they will not be recoverable in the future.

(d) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

(e) Trade and Other Payables

Liability for trade creditors and other amounts are carried at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed.

(f) Trade and Other Receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

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The Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(g) Borrowings

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

• (h) Contributed Equity

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

(i)

Revenue

The Company recognises revenue as follows:

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

(j) Income Tax

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised, except:

• Where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the financial period when the asset is realised or the liability is settled, based

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on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Income taxes relating to items recognised directly in equity are recognised in equity.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same tax authority.

(k) Impairment of Assets

At the end of each reporting period, the Directors assess whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Accounting Standard.

Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.

(l) Goods and Services Tax (“GST”)

Revenues, expenses and assets are recognised net of the amount of GST except:

• Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(m) Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company. In the opinion of the directors, there are no critical accounting estimates or judgments in this financial report. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

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Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID19) pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Company operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

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

The pro forma historical financial information has been prepared by adjusting the statement of financial position of the Company as at 30 June 2021 to reflect the financial effects of the following subsequent events which have occurred since 30 June 2021:

• (n) The payment of $100,000 as consideration for the Paperbark Project as well as 100,000 shares issued at $0.10 per share as consideration for facilitation fees for the acquisition;

• (o) Subsequent to 30 June 2021, operational expenses of $50,000 have been incurred;

and the following pro forma transactions which are yet to occur, but are proposed to occur:

• (p) The issue of 22,500,000 ordinary shares at $0.20 per share to raise $4,500,000 before costs of $470,000;

• (q) The issue of 3,000,000 Lead Manager Options with an exercise price of $0.25, with an expiry date of 21 January 2024 with a fair value of $319,784 for consideration of $0.0001 per option; and

• (r) The issue of 1,000,000 ordinary shares with a deemed issue price of $0.20 per share valued at $200,000 as consideration for the Etheridge Project.

Note 3: Cash and cash equivalents

Note 3: Cash and cash equivalents
Cash and cash equivalents Audited balance as at 30 June 2021 Subsequent events Consideration for Paperbark Project acquisition Payments for operational expenses Total Pro forma adjustments Proceeds from issue of ordinary shares under the Public Offer Costs of the Public Offer Proceeds from issue of options Total Pro forma Balance	Pro forma $ 4,279,409
	399,109 (100,000) (50,000)
	(150,000)
	4,500,000 (470,000) 300
	4,030,300
	4,279,409

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Note 4: Issued Capital

Note 4: Issued Capital
Issued capital Issued capital as at 30 June 2021 Subsequent events Issue of facilitator shares with respect to Paperbark Project Total Pro forma adjustments Issue of ordinary shares under the Public Offer Costs of the Public Offer Costs of the Public Offer – Lead Manager options (net of cash received) Issue of ordinary shares as consideration for the Etheridge Project Total Pro forma Balance	Number of shares 11,350,000 100,000	Pro forma $ 4,588,152
		467,636 10,000
	100,000	10,000
	22,500,000 - - 1,000,000	4,500,000 (270,000) (319,484) 200,000
	23,500,000	4,110,516
	34,950,000	4,588,152

Note 5: Reserves

Reserves Audited balance as at 30 June 2021 Subsequent events Total Pro forma adjustments Costs of the Public Offer – Lead Manager options Total Pro forma Balance	Pro forma $ 319,784
	- -
	-
	319,784
	319,784
	319,784

Terms of Options

The options have been valued using a Black & Scholes Option Valuation model with the valuation inputs as follows:

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Number of options	3,000,000
Spot price	$0.20
Exercise price	$0.25
Term	3 years
Expected volatility	100%
Risk free rate	0.01%

Note 6: Accumulated Losses

Accumulated Losses Audited balance as at 30 June 2021 Subsequent events Consideration for Paperbark Project Operational expenses since 30 June 2021 Total Pro forma adjustments Costs of the Public Offer Consideration for Etheridge Project Total Pro forma Balance	Pro forma $ (634,672)
	(74,672) (110,000) (50,000)
	(160,000)
	(200,000)
	(200,000)
	(400,000)
	(634,672)

Note 7: Related Parties

Refer to Section 5 of the Prospectus for the Board and management interests.

Note 8: Commitments and Contingent Liabilities

As at the date of this Prospectus no other material commitments or contingent liabilities exist that the Directors are aware of, other than those disclosed in this Prospectus. Refer to Section 6 of the Prospectus.

Note 11: Subsequent Events

Subsequent to 30 June 2021 the following events have occurred which have been reflected in the pro forma adjustments:

• (a) the payment of $100,000 as consideration for the Paperbark Project as well as 100,000 shares issued at $0.10 per share as consideration for facilitation fees for the acquisition; and

• (b) subsequent to 30 June 2021, operational expenses of $50,000 have been incurred.

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5 Board, Management and Corporate Governance

5.1 Board of Directors

As at the Prospectus Date, the Board comprises of:

• (a) Mr Eddie King - Executive Chairman;

• (b) Mr Colin Locke - Non-Executive Director; and

• (c) Mr David Palumbo - Non-Executive Director.

5.2 Directors' Profiles

The names and details of the Directors in office as at the Prospectus Date:

(a) Mr Eddie King - Executive Chairman

Mr King holds a Bachelor of Commerce and Bachelor of Engineering (Mining Systems) from The University of Western Australia. Mr King’s past experience includes being manager for an investment banking firm, where he specialised in the technical and financial analysis of bulk commodity and other resource projects for investment and acquisition. Mr King was also a corporate adviser and representative for a stockbroking firm where he managed capital raisings and originated acquisitions for a number of ASX listed companies. He is currently on the board of Ragnar Metals (ASX: RAG), Eastern Iron Limited (ASX: EFE), M3 Mining Limited (ASX: M3M) and Queensland Pacific Metals Limited (ASX: QPM).

The Board considers that as Mr King is the Executive Chairman he is not an independent director.

(b) Mr Colin Locke – Non-Executive Director

Mr Locke has 30 years' experience in business management, mining and financial services. During his career, Mr Locke has been directly involved in capital raisings, and/or mineral exploration expeditions in Indonesia, Russia, Republic of Congo, Gabon, Namibia, Malawi, Madagascar, Uganda and Zimbabwe as a director or corporate advisor. Mr Locke was the Executive Chairman of ASX listed Aston Minerals Limited (formerly Western Manganese Limited) (ASX: ASO) from listing in March 2011 until January 2013. Mr Locke is currently Chairman of Krakatoa Resources Limited (ASX:KTA) and Albion Resources Limited (ASX: ALB).

The Board considers that as Mr Locke is not an independent director as he will be a substantial shareholder of the Company on Admission.

(c) Mr David Palumbo – Non-Executive Director

Mr Palumbo is a Chartered Accountant and graduate of the Australian Institute of Company Directors with over 15 years' experience across company secretarial, corporate advisory and financial management and reporting of ASX listed companies. Mr Palumbo is Head of Corporate Compliance at Mining Corporate Pty Ltd, where he has been actively involved in numerous corporate transactions. Mr Palumbo is currently company secretary for several ASX listed companies and is a non-executive director of Krakatoa Resources Limited (ASX: KTA) and Albion Resources Limited (ASX: ALB).

The Board considers that Mr Palumbo is not an independent director as he will be a substantial shareholder of the Company on Admission.

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5.3 Interests of Directors

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

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Public Offer; or

• (c) the Public Offer, and

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

• (d) any Director to induce him to become, or to qualify as, a Director; or

• (e) any Director of the Company for services which he (or an entity in which they are a partner or director) has provided in connection with the formation or promotion of the Company or the Public Offer,

except as disclosed in this Prospectus.

5.4

Security holdings of Directors

The Directors and their associated entities have the following interests in Securities as at the Prospectus Date:

DIRECTOR	SHARES	%1
David Palumbo 1	2,367,150	20.7
Colin Kenneth Locke	2,032,850	17.8
Ariel King	750,000	6.6
Note:

1. Based on 11,450,000 Shares being on issue at the Prospectus Date.

Based on the intentions of the Directors as at the Prospectus Date in relation to the Public Offer, the Directors and their associated entities will have the following interests in Shares on Admission (on a Minimum Subscription basis):

DIRECTOR	SHARES	%1
David Palumbo 1	2,367,150	6.8
Colin Kenneth Locke	2,032,850	5.8
Ariel King	750,000	2.1
Note:

1. Based on 34,950,000 Shares and 3,000,000 Options being on issue at Admission and that no further Shares are issued.

5.5 Remuneration of Directors

The Constitution provides that the Company may remunerate the Directors. The remuneration shall, subject to any resolution of a general meeting, be fixed by the Directors. The maximum aggregate amount of fees that can be paid to non-executive Directors is currently set at $300,000 per annum. The remuneration of the executive Directors will be determined by the Board.

The Company has entered into letters of appointment with Messrs Locke, King and Palumbo as set out in Section 6.2.

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The total remuneration package for each of the Directors for the previous financial year and the proposed total remuneration package for the current financial year (exclusive of 10% compulsory superannuation) are set out below. Note that remuneration becomes payable upon Admission. See Section 6.2 for further details about the agreements between each Director and the Company.

Company.
DIRECTOR	30 June 2021 ($)	30 June 2022 ($)
Mr Eddie King	Nil	58,333
Mr Colin Locke	Nil	35,000
Mr David Palumbo	Nil	35,000

5.6 Related Party Transactions

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

• (a) letters of appointment with each of its Directors on standard terms (refer Section 6.2 for details); and

• (b) deeds of indemnity, insurance and access with each of its Directors on standard terms (refer Section 6.2) for details).

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

5.7 ASX Corporate Governance Council Principles and Recommendations

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

To the extent applicable, the Company has adopted the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations

( Recommendations ).

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

The Company's main corporate governance policies and practices as at the Prospectus Date are detailed below. The Company's full Corporate Governance Plan will be made available in a dedicated corporate governance information section of the Company's website.

• (a) Board of Directors

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

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

• (i) providing leadership and setting the strategic objectives of the Company;

• (ii) appointing and when necessary replacing the Executive Directors;

• (iii) approving the appointment and when necessary replacement, of other senior executives;

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• (iv) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director;

• (v) overseeing management's implementation of the Company's strategic objectives and its performance generally;

• (vi) approving operating budgets and major capital expenditure;

• (vii) overseeing the integrity of the Company's accounting and corporate reporting systems including the external audit;

• (viii) overseeing the Company's process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities;

• (ix) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate; and

• (x) monitoring the effectiveness of the Company's governance practices.

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

(b)

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently consists of the one Executive Director and two NonExecutive Directors. None of the Board are presently considered independent. The Company is aware of, and will work towards future compliance with, Recommendation 2.4 which recommends that a majority of the board of a listed entity should be independent directors.

As the Company's activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

(c)

Identification and management of risk

The Company is committed to the identification, monitoring and management of risks associated with its business activities and has established policies in relation to the implementation of practical and effective control systems. The Company has established a Risk Management Policy, which will be made available on the Corporate Governance page of the Company's website.

(d)

Ethical standards

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

(e) Independent professional advice

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

(f) Remuneration arrangements

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

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

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

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

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

(g)

Securities trading policy

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

(h)

Diversity policy

The Company recognises the positive advantages of a diverse workplace and is committed to:

• (i) creating a working environment conducive to the appointment of well-qualified employees, Senior Management and Board candidates; and

• (ii) identifying ways to promote a corporate culture which embraces diversity.

The small size of the Company's workforce are such that it cannot realistically be expected to reflect the degree of diversity within the general population. Given those circumstances, and the current nature and scale of the Company's activities, the Board has formally adopted a diversity policy but has determined that it is not practicable to set measurable objectives for achieving gender diversity. The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measure to improve it. The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

(i)

Audit and risk

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 the Audit and Risk Committee to the extent possible under the Audit and Risk Committee Charter. The Charter will be made available on the Corporate Governance page of the Company's website.

The Committee's responsibilities would ordinarily include, but are not limited to:

• (i) verifying and safeguarding the integrity of the Company's stakeholder reporting;

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• (ii) reviewing and recommending approval to the Board of the audited annual and half-yearly financial reports;

• (iii) reviewing the appointment of the external auditor, their independence and performance, the audit fee, any questions of their resignation or dismissal and assessing the scope and adequacy of the external audit and making appropriate recommendations to the full Board; and

• (iv) performing a risk management function (refer to Recommendation 7.1 for further details).

(j) External audit

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

(k) Social media policy

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

(l) Whistleblower policy

The Board has adopted a whistleblower protection policy to ensure concerns regarding unacceptable conduct including breaches of the Company's code of conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to promote responsible whistle blowing about issues where the interests of others, including the public, or of the organisation itself are at risk.

(m) Anti-bribery and anti-corruption policy

The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. The Board has adopted an anti-bribery and anti-corruption policy for the purpose of setting out the responsibilities in observing and upholding the Company's position on bribery and corruption provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.

5.8 Departures from Recommendations

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

The Company's compliance and departures from the Recommendations will also be announced prior to Admission.

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6 Material Contracts

The Directors consider that certain contracts entered into by the Company are material to the Company or are of such a nature that an investor may wish to have particulars of them when assessing whether to apply for Shares under the Public Offer. The provisions of such material contracts are summarised in this Section.

6.1 Lead Manager Mandate

The Company entered into a mandate agreement appointing CPS Capital ( Lead Manager ) to provide corporate advisory services and to act as lead manager and broker in respect of the Public Offer ( Lead Manager Mandate ).

Under the Lead Manager Mandate, the Lead Manager will provide services and assistance customarily provided in connection with marketing and execution of an initial public offer.

The Company will pay the following fees to the Lead Manager (or its nominees) pursuant to the Lead Manager Mandate, subject to the successful completion of the Public Offer:

• (a) a management fee of 1% (plus GST) of the total amount raised under the Public Offer; and

• (b) a capital raise fee of 5% (plus GST) of the total amount raised under the Public Offer.

Pursuant to the Lead Manager Mandate, the Company has also agreed to issue the Lead Manager (or its nominees) 3,000,000 Lead Manager Options (equal to 7.91% of the fully diluted issued capital of the Company at Admission) exercisable at $0.25 each on or before 21 January 2024 on the terms and conditions set out in Section 7.2.

Please see Section 1.8 for further information regarding the Lead Manager's interests in the Offers.

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

6.2

Director agreements

• (a) Letter of Appointment – Messrs Eddie King, Colin Locke, and David Palumbo

The Company has entered into an executive director letter of appointment with Mr King, and non-executive director letters of appointments with each of Messrs Locke and Palumbo pursuant to which the Company has agreed to pay:

• (i) Mr Eddie King $100,000 per annum plus statutory superannuation for services provided as Executive Chair;

• (ii) Mr Colin Locke $60,000 per annum plus statutory superannuation for services provided as non-executive director; and

• (iii) Mr David Palumbo $60,000 per annum plus statutory superannuation for services provided as non-executive director.

The directors' letters of appointment contain additional provisions considered standard for agreements of this nature.

• (b) Deeds of indemnity, insurance and access

The Company is party to a deed of indemnity, insurance and access with each of the Directors. Under these deeds, the Company indemnifies each Director to the extent permitted by law against any liability arising as a result of the Director acting as a director of the Company. The Company is also required to maintain insurance policies for the

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benefit of the relevant Director and must allow the Directors to inspect board papers in certain circumstances. The deeds are considered standard for documents of this nature.

6.3 Indo Australis SPA – Indo Australis Pty Ltd

The Company has entered into a binding heads of agreement with unrelated party Indo Australis Pty Ltd (ACN 603 143 068) ( Indo ) dated 28 April 2021 ( Indo Australis SPA ). Pursuant to the Indo Australis SPA, the Company agreed to purchase certain tenements and related mining information from Indo, being EPM 27377, EPM 27253, EPM 27294 and EPM 27295 ( Etheridge Project Tenements ).

In consideration for the purchase of the Etheridge Project Tenements and related information, the Company is required to issue 1,000,000 Shares at a deemed issue price of $0.20 per Share to Indo (or its nominee) at the completion of the transaction contemplated by the Indo Australis SPA. The acquisition of the Etheridge Project Tenements and related information is subject to several conditions precedent, including:

• (a) the Company undertaking a capital raising and receiving valid applications for at least $4,500,000 (before costs) worth of shares under a prospectus (or such amount as required to satisfy ASX Listing Rules); and

• (b) the Company receiving conditional approval from the ASX for its Securities to be admitted to official quotation on ASX on terms and conditions reasonably acceptable to the Company.

The conditions precedent must be satisfied or waived on or before 5.00pm (WST) on 28 January 2022, or such later date as agreed between the parties.

Pursuant to the Indo Australis SPA, neither party can assign or transfer its rights or obligations without the consent of the other party. The Indo Australis SPA also contains additional confidentiality and other provisions considered standard for agreements of this nature.

6.4

NorthernX SPA – NorthernX Pty Ltd

The Company entered into a binding heads of agreement with unrelated party NorthernX Pty Ltd (ACN 618 386 098) ( NorthernX ) dated 12 August 2021 ( NorthernX SPA ). Pursuant to the NorthernX SPA, the Company agreed to purchase a tenement, being EPM 14309, and certain mining and technical information related to EPM 14309 from NorthernX.

The consideration paid by the Company to NorthernX at completion was $100,000 (excl GST).

Completion of the acquisition under the NorthernX SPA was subject to and conditional upon the satisfaction or waiver of several conditions precedent, including:

• (a) the Company entering into deeds of assignment and assumption with NorthernX (and third parties where relevant), assuming NorthernX's rights and obligations under three agreements (listed below at items 6.5 to 6.7); and

• (b) the parties obtaining all necessary third party approvals, including Ministerial consent under the Mineral Resources Act 1989 (Qld) to the transfer of EPM 14309 to the Company.

Based on receipt of indicative approval for the transfer pursuant to section 23 of the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) ( Indicative Approval ), the condition precedent to obtain Ministerial consent for the transfer was waived. The Indicative Approval is subject to three conditions that include provision of evidence the Office of State Revenue has assessed the transfer for stamp duty purposes, that the Company has financial resources to

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complete rehabilitation activities and lodgement of $500 of security. The Company has no reason to believe Ministerial consent will not be forthcoming.

Pursuant to the NorthernX SPA, neither party can assign or transfer its rights or obligations without the consent of the other party. The NorthernX SPA also contains additional confidentiality and other provisions considered standard for agreements of this nature.

6.5 Royalty Agreement – Teck Australia Pty Ltd

NorthernX entered into a royalty agreement with Teck Australia Pty Ltd (ACN 091 271 911) ( Teck ) on 18 August 2017 ( Royalty Agreement ). Pursuant to the Royalty Agreement, NorthernX agrees to grant Teck a 2% net smelter returns royalty on all minerals produced from EPM 14309.

As required as a condition for the acquisition of EPM 14309 under the NorthernX SPA, by virtue of a deed of assignment dated 9 September 2021 the Company assumed NorthernX's rights and obligations under the Royalty Agreement.

6.6 Conduct and Compensation Agreement – Yeldham Station

Teck entered into a compensation agreement with James Brown and Elizabeth Brown ( Landholders ) dated 18 July 2011 in relation to the conduct of exploration activities on EPM 14309 by Teck ( Compensation Agreement ). Pursuant to the Compensation Agreement, the Landholders agree to grant Teck access to the land that is the subject of the pastoral station and to conduct all activities which Teck is permitted to conduct in accordance with EPM 14039. The Compensation Agreement continues in force for the term of EPM 14309. Teck assigned its rights to NorthernX by virtue of a deed of assumption and release dated 4 September 2017.

As required as a condition for the acquisition of EPM 14309 under the NorthernX SPA, by virtue of a deed of assignment dated 11 September 2021 the Company assumed NorthernX's rights and obligations under the Compensation Agreement.

6.7 Native Title and Heritage Protection Agreement – Waanyi Peoples

Teck (under its former name Teck Cominco Australia Pty Ltd) entered into a native title and heritage protection agreement with the Waanyi Peoples Native Title Claim Group ( Waanyi Claim Group ) dated 31 May 2005 ( NTHP Agreement ).

The NTHP Agreement contains provisions considered standard for an agreement of this nature, and requires Teck to undertake its exploration activities on the native title claim areas in accordance with a heritage protection protocol. Teck assigned its rights to NorthernX by virtue of a deed of assumption and release dated 14 August 2017.

As required as a condition for the acquisition of EPM 14309 under the NorthernX SPA, by virtue of a deed of assignment dated 11 September 2021 the Company assumed NorthernX's rights and obligations under the NTHP Agreement.

6.8 Mining Corporate Pty Ltd Services Agreement

The Company has entered into an agreement with Mining Corporate for Mining Corporate to act as corporate and statutory compliance and financial advisor to, and provide company secretarial, accounting and bookkeeping services for, the Company ( Services Agreement ).

The Services Agreement is for a minimum term of 24 months and, after the expiry of the initial term, the appointment of Mining Corporate will automatically continue on a month to month basis unless the Services Agreement is terminated or as otherwise agreed between the parties.

Pursuant to the Services Agreement, Mining Corporate will be paid the following fees (exclusive of GST):

• (a) $150 an hour for company secretarial and accounting services; and

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• (b) $100 an hour for bookkeeping services.

The Company has agreed to pay Mining Corporate a fee calculated on the hourly rates and this fee must not exceed $50,000 (inclusive of GST) without the prior written approval of the Company.

On and from admission to the official list of the ASX, the Company will pay Mining Corporate a monthly fee of $9,000 (excluding GST). In addition, Mining Corporate will also charge an administration fee of 2% of the fees to cover incidental costs (including printing and telephone). The Services Agreement otherwise contains termination and indemnity provisions considered customary for an agreement of this nature.

It is noted that Director, Mr David Palumbo, is an employee and minority shareholder of Mining Corporate and is not a related party or associate of Mining Corporate.

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7 Additional information

7.1 Rights attaching to Shares

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

• (a) ( Ranking of Shares ): As at the Prospectus Date, all Shares are of the same class and rank equally in all respects Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares.

• (b) ( Voting rights ): Subject to any rights or restrictions, at general meetings:

• (i) every Shareholder present and entitled to vote may vote in person or by attorney, proxy or representative;

• (ii) has one vote on a show of hands; and

• (iii) has one vote for every Share held, upon a poll.

• (c) ( Dividend rights ): Shareholders will be entitled to dividends, distributed among members in proportion to the capital paid up, from the date of payment. No dividend carries interest against the Company and the declaration of Directors as to the amount to be distributed is conclusive.

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

• (d) ( Variation of rights ): The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

• (e) ( Transfer of Shares ): Shares can be transferred upon delivery of a proper instrument of transfer to the Company or by a transfer in accordance with the ASX Settlement Operating Rules. The instrument of transfer must be in writing, in the approved form, and signed by the transferor and the transferee. Until the transferee has been registered, the transferor is deemed to remain the holder, even after signing the instrument of transfer.

The Board may refuse a transfer of Shares:

• (i) if the registration of the transfer would result in a contravention of, or failure to observe the provisions of any applicable law or the Listing Rules;

• (ii) which are subject to forfeiture; or

• (iii) if permitted to do so under the Listing Rules.

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

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

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• (g) ( Unmarketable parcels ): The Company’s Constitution provides for the sale of unmarketable parcels subject to any applicable laws and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.

• (h) ( Rights on winding up ): If the Company is wound up, the liquidator may distribute in specie the whole or any part of the Company's property among the Shareholders.

• (i) ( Restricted Securities ): a holder of Restricted Securities (as defined in the Listing Rules) must comply with the requirements imposed by the Listing Rules in respect of Restricted Securities.

7.2 Terms and conditions of Lead Manager Options

• (a) Entitlement

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

• (b) Exercise Price

Subject to paragraph 7.2(k), the amount payable upon exercise of each Option will be $0.25 ( Exercise Price ).

• (c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 21 January 2024 ( 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 five Business Days after the Exercise Date, the Company will:

• (i) 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;

• (ii) 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

• (iii) 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.

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If a notice delivered under Section 7.2(g)(ii) 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) Reconstruction of capital

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

• (j) 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.

• (k) 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.

(l) Transferability

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

7.3 Summary of the Company’s Employee Securities Incentive Plan

A summary of the terms of the Company’s Employee Securities Incentive Plan ( Plan ) is set out below. The full terms of the Plan may be inspected at the registered office of the Company during normal business hours.

• (a) ( Eligible Participant ): Eligible Participant means a person that:

• (i) is an “eligible participant” (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000). For the avoidance of doubt, this term includes Directors; and

• (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

• (b) ( Purpose ): The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

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

• (d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

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

• (f) ( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

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

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

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

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

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

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

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

Where the Board determines that a Participant has acted fraudulently, dishonestly, negligently, or in contravention of a Group policy, or has wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

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

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

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

• (k) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

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

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

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

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• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

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

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

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

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

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

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

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

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

For the purposes of Listing Rule 7.2 Exception 13, for the three year period post Admission, the Company proposes to issue a maximum of 6 million securities under the Plan (equating to approximately 17.2% of the Company's share capital at Admission).

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7.4 Effect of the Public Offer on control and substantial Shareholders

Those Shareholders (and their associated entities) holding an interest in 5% or more of the Shares on issue as at the Prospectus Date are as follows. See Section 2.2 for further details on each of the Shareholders’ holdings listed in the tables below.

SHAREHOLDER	NUMBER OF SHARES	%
David Palumbo	2,367,150	20.7
Colin Kenneth Locke	2,032,850	17.8
Laura Bailey	1,250,000	10.9
Helmsdale Investments Pty Ltd	1,020,000	8.9
Ariel King	750,000	6.6

Based on the information known as at the Prospectus Date, and assuming the Minimum Subscription is achieved, on Admission the following persons will have an interest in 5% or more of the Shares on issue:

SHAREHOLDER	NUMBER OF SHARES	%
David Palumbo	2,367,150	6.8
Colin Kenneth Locke	2,032,850	5.8

7.5 Interests of Promoters, Experts and Advisers

• (a) No interest except as disclosed

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

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

• (ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Public Offer; or

• (iii) the Public Offer,

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

• (b) Share registry

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

• (c) Corporate Lawyers

Allens has acted as the corporate lawyers to the Company in relation to the Public Offer. The Company estimates it will pay Allens $100,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates.

During the 24 months preceding lodgement of this Prospectus with ASIC, Allens has not provided legal services to the Company.

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(d) Mining and Resources Lawyers

Lawton Macmaster Legal has acted as the mining and resources lawyers to the Company and prepared the Solicitors Report on Mining Tenements. The Company estimates it will pay Lawton Macmaster Legal $8,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates.

During the 24 months preceding lodgement of this Prospectus with ASIC, Lawton Macmaster Legal has not provided legal services to the Company.

(e) Independent Geologist

Luke Pickering has acted as the Independent Geologist to the Public Offer. The Company estimates it will pay Mr Pickering a total of $8,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Mr Pickering has not provided services to the Company.

(f) Auditor and Investigating Accountant

Hall Chadwick WA Audit Pty Ltd has been appointed to act as auditor and Investigating Accountant to the Company.

The Company estimates it will pay Hall Chadwick WA Audit Pty Ltd a total of:

• (i) $4,000 (excluding GST) for audit services;

(ii) a total of $12,000 (excluding GST) for acting as Investigating Accountant and preparing the Independent Limited Assurance Report which is included in Annexure A of this Prospectus.

During the 24 months preceding lodgement of this Prospectus with ASIC, Hall Chadwick WA Audit Pty Ltd has not been paid any other fees for audit and non-audit services.

(g) Lead Manager

CPS Capital has acted as the Lead Manager to the Public Offer. Details of the payments to be made to the Lead Manager are set out in Section 6.1.

During the 24 months preceding lodgement of this Prospectus with ASIC, the Company has not paid any fees to the Lead Manager for capital raising services provided to the Company.

7.6 Consents

(a) General

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent as having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus.

Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

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

• (i) does not make the Offers;

• (ii) does not make, or purport to make, any statement that is included in this Prospectus, or a statement on which a statement made in this Prospectus is based, other than as specified below or elsewhere in this Prospectus;

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• (iii) only to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with the consent of that party as specified below; and

• (iv) has given and has not, prior to the lodgement of this Prospectus with ASIC, withdrawn its consent to the inclusion of the statements in this Prospectus that are specified below in the form and context in which the statements appear.

(b) Solicitors

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

Lawton Macmaster Legal has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the mining and resources lawyers to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Solicitor's Report on Mining Tenements and references made to it in the form and context in which it is included.

(c)

Independent Geologist

Luke Pickering has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Independent Geologist to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Geologist Report and references made to it in the form and context in which they are included.

(d)

Auditor and Investigating Accountant

Hall Chadwick WA Audit Pty Ltd has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as Auditor and Investigating Accountant to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Limited Assurance Report in the form and context in which they are included.

(e) Lead Manager

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

7.7 Expenses of Public Offer

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

	MINIMUM SUBSCRIPTION $
ASX Quotation and ASIC Lodgement Fee	63,529
Legal Fees1	100,000
Other legal fees2	8,000
Investigating Accountant Fees	12,000
Lead Manager fees3	270,000
Independent Geologist fees	8,000
Printing, Postage and Administration Fees	8,471

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MINIMUM SUBSCRIPTION $

TOTAL

470,000

Notes:

• 1 Legal fees comprising fees paid to Allens. 2 Legal fees comprising fees paid to the Company's resources lawyers, Lawton Macmaster Legal 3 Refer to Section 6.1 for a summary of the Lead Manager Mandate.

7.8

Continuous Disclosure Obligations

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

7.9

Litigation

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

7.10

Electronic Prospectus

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

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

7.11

Documents available for inspection

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

• (a) this Prospectus;

• (b) the Constitution; and

• (c) the consents referred to in Section 7.6 of this Prospectus.

7.12 Statement of Directors

The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the Independent Limited Assurance Report in Annexure A, there have not

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been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.

8 Authorisation

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

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

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

==> picture [87 x 54] intentionally omitted <==

Eddie King Executive Chairman

Dated: 5 November 2021

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9 Glossary of Terms

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

n this Prospectus.
$ or $	means Australian dollars.
Admission	means admission of the Company to the Official List, following completion of the Offers.
Applicant	means a person who submits an Application Form.
Application	means a valid application for Shares pursuant to this Prospectus.
Application Form	means the application form attached to this Prospectus.
Application Monies	means application monies for Shares under the Public Offer received and banked by
	the Company.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited ACN 008 624 691 or, where the context requires, the financial
	market operated by it.
ASX Settlement	means ASX Settlement Pty Limited ACN 008 504 532.
ASX Settlement Rules	means ASX Settlement Operating Rules of ASX Settlement Pty Ltd ABN 49 008 504
	532.
Board	means the board of Directors of the Company as at the Prospectus Date.
CHESS	means the Clearing House Electronic Subregister System operated by ASX Settlement.
Closing Date	means the date that the Offers close which is 5.00pm (WST) on 26 November 2021 or
	such other time and date as the Board determines.
Company	means Rubix Resources Limited ACN 649 096 917.
Compensation Agreement	means the conduct and compensation agreement entered into between the Company
	and the Landholders dated 18 July 2011.
Constitution	means the constitution of the Company.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the directors of the Company.
Electronic Prospectus	means the electronic copy of this Prospectus located at the Company's website
	https://rubixresources.com.au/.
Exposure Period	means the period of seven days after the date of lodgement of this Prospectus, which
	period may be extended by the ASIC by not more than seven days pursuant to
	section 727(3) of the Corporations Act.
GST	has the meaning given_in A New Tax System (Goods and Services Tax) Act 1999_
	(Cth).
IA Tenements	has the meaning given in Section 6.3.
Indicative Timetable	means the indicative timetable for the Offers on page viii of this Prospectus.
Independent Geologist	means Mr Luke Pickering.
Independent Geologist's	means the relevant report contained in Annexure C.
Report
Independent Limited	means the report contained in Annexure A.
Assurance Report
Indo	means Indo Australis Pty Ltd ACN 603 143 068.
Indo Australis SPA	means the binding heads of agreement entered into between the Company and Indo,
	dated 28 April 2021.
Investigating Accountant	means Hall Chadwick WA Audit Pty Ltd ACN 121 222 802.
Issue Date	means the date, as determined by the Directors, on which the Securities offered under
	this Prospectus are allotted, which is anticipated to be the date identified in the
	Indicative Timetable.

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Landholders	means James Brown and Elizabeth Brown, as identified in the Compensation
	Agreement.
Lead Manager	means CPS Capital Group Pty Ltd ACN 088 055 636 (AFSL 294848).
Lead Manager Mandate	means the mandate entered between the Company and the Lead Manager dated
	24 May 2021.
Lead Manager Offer	means the offer by the Company, pursuant to this Prospectus, of the Lead Manager
	Options.
Lead Manager Options	means the 3 million Options to be issued to the Lead Manager or nominees pursuant to
	the Lead Manager Mandate on the terms set out in Section 7.2.
Listing Rules	means the listing rules of ASX.
Minimum Subscription	means the raising of $4.5 million pursuant to the Public Offer.
NorthernX	NorthernX Pty Ltd ACN 618 386 098.
NorthernX SPA	means the binding heads of agreement entered into between the Company and
	NorthernX, dated 12 August 2021.
NTHP Agreement	means the native title and heritage protection agreement entered into between Teck
	and the Waanyi Claim Group, dated 31 May 2005.
Offer	means the Public Offer and Lead Manager Offer.
Offer Price	means $0.20 per Share under the Public Offer.
Official List	means the official list of ASX.
Official Quotation	means official quotation by ASX in accordance with the Listing Rules.
Opening Date	means the date specified as the opening date in the Indicative Timetable.
Option	means an option to acquire a Share.
Plan	means the Company's Employee Securities Incentive Plan.
Projects	means the Paperbark, Etheridge, Lake Johnston and Collurabbie North projects, each
	described in Section 2.4.
Prospectus	means this prospectus dated 5 November 2021.
Prospectus Date	means the date this Prospectus was lodged with ASIC.
Public Offer	means the offer by the Company, pursuant to this Prospectus, of a minimum of
	22.5 million Shares at the Offer Price to raise a minimum of $4.5 million.
Relevant Interest	has the meaning given in the Corporations Act.
Royalty Agreement	means the royalty agreement entered into between the Company and NorthernX dated
	18 August 2017.
Section	means a section of this Prospectus.
Securities	means any securities, including Shares or Options issued or granted by the Company.
Services Agreement	has the meaning ascribed to that term in Section 6.8.
Share	means a fully paid ordinary share in the capital of the Company.
Share Registry	means Computershare Investor Services Pty Limited ACN 078 279 277.
Shareholder	means a holder of one or more Shares.
Solicitors Report on	means the report set out in Annexure B.
Mining Tenements
Teck	means Teck Australia Pty Ltd ACN 091 271 911.
Tenements	means five exploration licences (EPM14309, EPM 27377, EPM 27253, EPM 27294 and
	EPM 27295) and three exploration licence applications (E 63/2091, E 38/3616 and E
	38/3618) in which the Company has an interest, summarised in Section 2.4.
Waanyi Claim Group	means the Waanyi Peoples Native Title Claim Group.
WST	means Western Standard Time, being the time in Perth, Western Australia.

page 69

Annexure A - Independent Limited Assurance Report

page 70

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5 November 2021

The Directors Rubix Resources Limited Level 11 216 St Georges Terrace PERTH WA 6000

Dear Board of Directors

Independent Limited Assurance Report on Rubix Resources Limited Historical and Pro Forma Financial Information

We have been engaged by Rubix Resources Limited (“the Company”) to prepare this Independent Limited Assurance Report (“Report”) in relation to certain financial information of the Company for inclusion in the Prospectus. The Prospectus is issued for the purposes of raising $4,500,000 via the issue of 22,500,000 Shares at an issue price of $0.20 and to assist the Company to meet the requirements for listing on the ASX.

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

Scope

You have requested Hall Chadwick WA Audit Pty Ltd (“Hall Chadwick”) to perform a limited assurance engagement in relation to the historical and pro forma financial information described below and disclosed in the Prospectus.

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

Historical Financial Information

You have requested Hall Chadwick to review the following historical financial information (together the “Historical Financial Information”) of the Company included in the Prospectus:

• The audited historical Statement of Profit or Loss and Other Comprehensive Income for the period ended 30 June 2021;

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• The audited historical Statement of Financial Position as at 30 June 2021; and

• The audited historical Statement of Cash Flows for the period ended 30 June 2021.

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principals contained in Australian Accounting Standards and the Company’s adopted accounting policies. The Historical Financial Information of the Company has been extracted from the financial report for the period from incorporation to 30 June 2021. The financial report was audited by Hall Chadwick in accordance with Australian Auditing Standards. Hall Chadwick have issued an unqualified audit opinion with material uncertainty related to going concern paragraph.

Pro Forma Financial Information

You have requested Hall Chadwick to review the pro forma historical Statement of Financial Position as at 30 June 2021 referred to as “the pro forma financial information.”

The pro forma financial information has been derived from the historical financial information of the Company, after adjusting for the effects of the subsequent events and pro forma adjustments described in Note 2 of Section 4.7 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 Note 2 of Section 4.7 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 financial information does not represent the Company’s actual or prospective financial position or financial performance.

Directors’ Responsibility

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

Our Responsibility

Our responsibility is to express limited assurance conclusions on the historical financial information and pro forma 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 .

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

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

Conclusions

Historical Financial Information

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

• The historical Statement of Profit or Loss and Other Comprehensive Income for the period ended 30 June 2021;

• The historical Statement of Cash Flows for the period ended 30 June 2021; and

• The historical Statement of Financial Position as at 30 June 2021;

is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in Section 4.2 of the Prospectus.

Pro Forma 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 financial information comprising the Statement of Financial Position as at 30 June 2021 is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in Section 4.2 of the Prospectus.

Restriction on Use

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

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Consent

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

Liability

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

Declaration of Interest

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

Yours faithfully,

HALL CHADWICK WA AUDIT PTY LTD

DOUG BELL CA Partner

Annexure B – Solicitor's Report on Mining Tenements

page 75

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Perth office Level 1, Irwin Chambers 16 Irwin Street PERTH WA 6000 (08) 9325 1199 Subiaco office Suite 2, 257 York Street SUBIACO WA 6008 (08) 6478 2100

5 November 2021

The Directors Rubix Resources Limited c/- Mining Corporate Level 11, London House 216 St George’s Terrace PERTH WA 6000

Dear Sirs

Solicitors report on exploration licences 63/2091, 38/3616 and 38/3618 and exploration permits for minerals 14309, 27377, 27253, 27294 and 27295

This Solicitor’s Report ( Report ) is prepared for the inclusion in a prospectus to be issued by Rubix Resources Limited ACN 649 096 917 ( Company ) .

Scope

1. We have been requested to report on certain mining tenements, being exploration licences 63/2091, 38/3616 and 38/3618 and exploration permits for minerals 14309, 27377, 27253, 27294 and 27295 in which the Company has an interest ( Tenements ).

2. Exploration permits for minerals 14309, 27377, 27253, 27294 and 27295 are located in Queensland ( Queensland Tenements ) and exploration licence applications 63/2091, 38/3616 and 38/3618 are located in Western Australia ( WA Tenements ). All of the Tenements are listed in Part I of Schedule 1 at the end of this Report.

3. This Report is limited to the Searches and Documents detailed at paragraphs 4 and 5 of this Report.

Searches and document reviews

1. For the purpose of this Report, we have conducted searches and made enquiries is respect of the Tenements as follows ( Searches ):

2. (a) we have obtained Resource Authority Public Reports for the Queensland Tenements from the register maintained by the Department of Resources ( Queensland Department ) pursuant to the Mineral Resources Act 1989 (Qld) ( Mineral Resources Act ) on 3 November 2021;

3. (b) we have obtained searches of the Tenement from the register maintained by the Western Australian Department of Mines, Industry Regulation and Safety ( WA Department ) pursuant to the Mining Act (WA) ( Mining Act ) on 3 November 2021.

4. (c) we have obtained searches using the GeoRes Globe mapping tool maintained by the Queensland Department to determine any land interests and native title claims and determinations underlying the Queensland Tenements. This information was obtained on 4 November 2021;

Liability limited by a scheme approved under Professional Standards Legislation

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• (d) we have obtained extracts of registered native title claims and native title determinations that apply to the Tenements, as determined by the National Native Title Tribunal ( NNTT ). This material was obtained on 3 November 2021. Details of native title claims and determinations are set out in Part II of Schedule 1;

• (e) we have obtained extracts of registered Indigenous Land Use Agreements ( ILUAs ) that apply to the land covered by the Tenements, as determined by the NNTT. This material was obtained on 4 November 2021. Details of the registered ILUAs are set out in Part II of Schedule 1; and

• (f) we have obtained searches of the Register of Aboriginal Cultural Heritage administered by the Queensland Department of Aboriginal and Torres Strait Islander Partnerships on 4 November 2021. The details of the Aboriginal Sites and other Heritage Places for Tenements are set out in Part II of Schedule 1;

• (g) we have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the Western Australian Department of Planning, Lands and Heritage for Registered Sites and other Heritage Places recorded in the Register of Aboriginal sites that are within partially or wholly the Tenements. This material was obtained of 3 November 2021. The details of the Aboriginal Sites and other Heritage Places are set out in Part II of Schedule 1.

• To the extent that information regarding the Tenements has not been available from publicly available sources, we have relied on certain documents provided to us by the Company. We have not taken steps to independently verify this information but note that it is official documentation provided by the Queensland Department. This information includes:

• (a) renewal of EMP14309 and approved work program;

• (b) grant of EMP27377 and approved work program;

• (c) grant of EMP27253 and approved work program;

• (d) grant of EMP27294 and approved work program; and

• (e) grant of EMP27295 and approved work program,

( Documents ).

Opinions

1. As a result of the Searches and the Documents, 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:

2. (a) ( Company’s Interest ): the Company’s interest in the Tenements;

3. (b)

4. ( Good Standing ): the validity and good standing of the Tenements; and

5. (c) ( Third party interests ): third party interests, including encumbrances, in relation to the Tenements.

Description of the Queensland Tenements

1. The Queensland Tenements are comprised of five granted Exploration Permits for Minerals ( EPM ). The following provides a description of the nature and key terms of these types of mining tenements as set out in the Mineral Resources Act and potential successor tenements.

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Exploration Permits for Minerals

1. ( Application ) The following criteria must be met before an EPM will be granted:

2. (a) the requirements of the Mineral Resources Act have been complied with;

3. (b) the applicant is an eligible person (including a company and a natural person over the age of 18);

4. (c) the rent for the first year of the term of the EPM has been paid;

5. (d) the Minister has approved the programme of work which accompanied the application ( Approved Work Program );

6. (e) the applicant must hold the appropriate environmental authority (unless the application meets the conditions of a small-scale mining activity); and

7. (f) the applicant is not disqualified from being granted the permit under the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) ( Common Provisions Act ) chapter 7 (for example, where the applicant has contravened a provision of the Mineral Resources Act).

8. An EPC may be applied for through either a competitive tender process or over all or part of the area of an existing EPC held by the applicant which the applicant intends to surrender. Both of these application processes are discussed further below.

9. ( Application process – non tender ) An eligible person may apply for an EPM for the exploration of a mineral other than coal other than for a sub-block:

10. (a) over which a current EPM authorises exploration for the same mineral for which the application is sought; or

11. (b) that has been the subject of an earlier EPM authorising exploration for the same mineral for which the application is sought and less than 2 months has passed since the end of the month in which the sub-block ceased to be in the earlier EPM’s area or the earlier permit has ended; or

12. (c) that is or has been the subject of an earlier EPM application for the same mineral for which the permit is sought and the earlier application has not been decided or if the earlier application has been refused or abandoned, less than two months has passed since the end of the month in which the earlier application was refused or abandoned.

13. A eligible person may apply for an EPM for a sub-block in the area of a current EPM if the person is the holder of the current EPM and the person purports to surrender the current EPM and the application for the proposed EPM relates to land including the relevant sub-block.

14. An eligible person may apply for an EPM for a sub-block over which the person held an EMP that has been surrendered to be granted a further EPM for the sub-block.

15. The application must be made in the approved form, specify the name and address for service of the applicant, define the boundary of the area of the proposed permit and be accompanied by a proposed programme of work, an estimate of the human, technical and financial resources proposed to be committed to exploration work during each year of the permit, a statement detailing the applicant’s financial and technical resources and the application fee.

16. Where more than one application for the grant of an EPM is made for the same mineral in respect of or including the same land, priority for the purpose of considering and deciding the application is given to the first in time application according to the day on which the competing applications were lodged.

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1. The Minister is under no obligation to grant an application for an EPM made in this manner and may impose conditions on the grant.

2. ( Application process – tender ) Where the Minister considers it is in the best interest of the State for an EPM to be granted for 1 or more sub-blocks by way of a competitive tender, the Minister may grant that EPM by way of a competitive tender process.

3. An EPM may be applied for by way of a competitive tender process in response to a call for tenders published in the government gazette by the Minister. An eligible person may tender for a proposed EPM the subject of a call for tenders. The tender must be made before the closing time for the call for tenders and must cover the whole of the area of the proposed EPM the subject of the call. The tender must be in the approved form and must be accompanied by the proposed programme of work, a statement detailing the technical and financial resources and, if relevant to the tender, the tenderer’s cash bid.

4. The Minister has a broad discretion to use any process the Minister considers appropriate to decide a call for tenders. For example, the process may involve appointing a preferred tenderer or involve short-listing a group of possible preferred tenderers and inviting them to engage in another round of tendering before the final appointment is made.

5. A preferred tenderer may be required to make certain payments (including native title payments and rental payments) and provide security for the permit in order to maintain its position as preferred tenderer.

6. After the closing time for the call for tenders the Minister may either grant an EPM to one tenderer (with or without conditions) or refuse to grant any EPM in relation to that call for tenders.

7. ( Environmental Requirements ) Before the EPM can be granted, the applicant must hold the appropriate environmental authority ( EA ).

8. An application for an EPM must be made prior to an application for an EA. Dependant on the EPM project’s level of environmental risk, the applicant for the EPM will need to apply for a standard application for an EA, a variation application, or a site-specific application. This will include circumstances where an EPM encroaches on a strategic environmental area including, for example, an endangered regional ecosystem.

9. The Department of Environment and Science ( DES ) grants EAs for mining and exploration under the Environmental Protection Act 1994 (QLD). Any EA application for an EPM must be lodged directly with DES.

10. Where an EPM project meets the conditions of a small-scale mining activity, the applicant may not need an EA. A project that has a relatively low environmental impact and meets the eligibility criteria for a small-scale mining activity does not need an EA and can operate under the Department of Natural Resources, Mines and Energy Small Scale Mining Code. Certain mining activities are eligible for an EA exemption, including where the authority area of an EPM is 4 sub-blocks or less and no more than 0.1 hectares is disturbed at any time.

11. ( Rights ) The holder of an EPM is entitled to access (with such vehicles, machinery and equipment as may be necessary or expedient) the land the subject of the permit and undertake operations for the purposes of exploration for a mineral other than coal.

12. ( Term ) Unless the Minister in a particular case otherwise determines, an EPM is granted for an initial term not exceeding 5 years. The Minister may renew an EPM for a further term of not more than 5 years, as decided by the Minister.

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1. ( Rent ) Rent for the first year of the term of an EPM is payable before the granting of the permit. For each year the exploration permit is in force, rent is payable on or before each anniversary of the grant or renewal of the permit.

2. ( Conditions ) EPM’s are granted subject to the following prescribed conditions:

3. (a) compliance with the mandatory provisions of the land access code and small scale mining code to the extent that those codes apply;

4. (b) compliance with the Approved Work Program;

5. (c) the holder must carry out improvement restoration on the EPM (i.e. repair all damage caused to all pre-existing improvements on or attached to the area of the permit);

6. (d) all equipment is to be removed from the permit on termination (unless authorised by the Minister);

7. (e) no interference with third party rights of access to the area of the permit without the prior written approval of the Minister;

8. (f) compliance with certain reporting obligations;

9. (g) payment of the prescribed rent and any security deposit as may be required by the Minister from time to time; and

10. (h) compliance with the Mineral Resources Act and all other relevant legislation.

11. Additional conditions may be imposed at the discretion of the Minister, including conditions requiring compliance with industry practices and conditions for the protection of native title. Non-compliance with the conditions may lead to cancellation of the EPM by the Minister.

12. ( Discovery of minerals ) The holder of an EPM is required to report to the Minister, within 14 days of the date of the discovery, any discovery of any mineral of commercial value in what appears to be payable quantities within the area of the permit. The Minister may then direct the holder to apply for a mining claim, mineral development licence or mining lease in relation to the mineral discovered. If the holder fails to apply for the tenure as directed by the Minister, the Minister may, in his discretion, cancel the permit.

13. ( Security ) Before an EPM is granted or renewed or a condition of the EPM is varied, the Minister will determine the amount of security to be deposited by the holder of the permit taking into account the programme of work proposed to be carried out on the EPM. The security is provided to secure compliance with the conditions of the permit, compliance with the Mineral Resources Act, rectification of damage to pre-existing improvements and any amounts (other than penalties) payable to the State under the Mineral Resources Act.

14. ( Compulsory surrender ) Unless otherwise determined by the Minister, the area of an EPM must be reduced by 50% by the day that is 5 years after the grant or the permit and by a further 50% of the remaining area before the end of year 10, if the permit is renewed.

15. The holder of an EPM may apply to the Minister for the reduction of the area of the EPC to be more or less than the prescribed percentages.

16. ( Voluntary surrender ) In addition to the compulsory surrender requirements, the holder of an EPM may apply to the Minister, at any time during the term, to voluntarily reduce the area of the permit.

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1. ( Priority to apply for a mining lease ) The holder of an EPM has priority to apply for a mining claim, mineral development licence or mining lease ( Mining Lease ) over any of the land the subject of the EPM. Any application for a mining lease must be made prior to the expiry of the EPM.

2. ( Transfer ) A transfer of an EPM must be registered under the Common Provisions in order to have effect. The Minister’s approval is required to register a transfer of an EPM. This approval will be required before EPM14309 can be transferred to the Company.

Mining Lease

1. ( Applications ) A Mining Lease may be applied for by an eligible person in respect of one or more minerals over an area of contiguous land.

2. An application for a Mining Lease must be in the approved form and be accompanied by, among other things, a statement:

3. (a) outlining the proposed mining programme, its method of operation and providing an indication of when operations are expected to start;

4. (b) containing proposals for infrastructure requirements; and

5. (c) stating the estimated human, technical and financial resources proposed to be committed to authorised activities for the proposed Mining Lease for each year of its term.

6. A Mining Lease may be granted for the purpose of mining the minerals specified in the lease and for all purposes necessary to effectually carry out that mining and/or for activities associated with mining. It is also possible to apply for a specific purpose mining lease for infrastructure required to support mining operations.

7. Specific purpose mining leases may be applied for over the area of an existing exploration licence, mineral development licence or mining lease. If the consent of the holder of the existing authority has not been obtained, the Minister is only able to grant the specific purpose or transportation mining lease if he/she is satisfied that the authorised activities for the later mining lease can be carried out in a way that is compatible with the authorised activities for the existing authority and the co-existence of the two authorities would optimise the development and use of the State’s resources to maximise benefit for all Queenslanders. Once granted, the specific purpose or transportation mining lease holder can only carry out activities on the land within the area of the existing authority if it does so in accordance with an agreed co-existence plan. The co-existence plan is to be negotiated and agreed by the respective authority holders. Where a co-existence plan cannot be agreed, the existing authority holder may apply for arbitration of the matter.

8. A copy of the application for a Mining Lease must be given to each affected person (including, the owner of the land or any adjoining land and the relevant local government) and notice of the proposed Mining Lease must be published in a newspaper circulating generally in the area of the proposed Mining Lease along with a map of the proposed Mining Lease. Objections may be lodged opposing the grant of a Mining Lease.

9. The Minister may refuse to grant a Mining Lease if the applicant has not complied with the requirements for making a valid application or the Minister considers that the grant is not in the public interest. A Mining Lease cannot be granted in relation to land which is in a fossicking area.

10. ( Rights ) A Mining Lease gives the holder the right to enter and remain on the area of the Mining Lease for any purpose for which the mining lease is granted or for any purpose otherwise permitted or required under the Mineral Resources Act.

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1. ( Property in minerals ) All minerals lawfully mined under the authority of a Mining Lease are the property of the holder of that Mining Lease.

2. ( Security ) The holder of a Mining Lease is required to deposit security to ensure the holder complies with the conditions of the licence and the Mineral Resources Act, rectifies any damage caused by its activities to any pre-existing improvements and pays any amounts (other than penalties) payable to the State under the Mineral Resources Act. The amount of security will be determined by the Minister and this amount may be revised at any time in the Minister’s absolute discretion.

3. ( Compensation ) A Mining Lease will not be granted or renewed unless compensation has been determined between the applicant and each person who is the owner of land the surface of which is the subject of the application and of any land to which the applicant requires access in order to enter onto the Mining Lease. Compensation can be determined either by agreement or by a determination of the Land Court. An agreement relating to compensation must be signed by both parties and filed in order to be effective.

4. ( Term ) Mining Leases are granted for an initial term approved by the Minister. The term of the Mining Lease must not be for a period longer than the period for which compensation has been agreed or determined.

5. A Mining Lease may be granted subject to a condition that the holder is not entitled to have the Mining Lease renewed. Notwithstanding that condition, the holder of a Mining Lease may apply to the Minister for a renewal of the lease. The application for renewal must be made at least 6 months and not more than 1 year before the current term of the lease expires. The renewal may be granted for a further term, to be decided by the Minister, that is no longer than the period for which compensation has been agreed or determined.

6. ( Conditions ) Each Mining Lease is subject standard prescribed conditions, including:

7. (a) the holder must use the area of the Mining Lease bona fide for the purpose for which the Mining Lease was granted and in accordance with the Mineral Resources Act and the conditions of the lease and for no other purpose;

8. (b) the holder must carry out improvement restoration on the Mining Lease;

9. (c) all buildings, structures, plant and equipment are to be removed from the Mining Lease on termination;

10. (d) no interference with third party rights of access to the area of the Mining Lease without the prior written approval of the Minister;

11. (e)

    • compliance with certain reporting obligations;

12. (f) payment of the prescribed rent, royalties, local government rates and charges, any security deposit as may be required by the Minister from time to time and any compensation which it is required to pay; and

13. (g) compliance with the Mineral Resources Act and all other relevant legislation.

14. Additional conditions may be imposed by the Minister which he considers are in the public interest, which require compliance with industry codes and agreements and in relation to protection of native title. Non-compliance with the conditions may lead to cancellation of the Mining Lease by the Minister.

15. ( Additional minerals ) The holder of a Mining Lease may apply for the Minister’s approval to mine specified minerals (other than those already specified in the Mining Lease) where that area is not currently the subject of a mining lease or mineral development licence for those same minerals.

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1. ( Surrender) The holder of a Mining Lease may apply to surrender all or part of the Mining Lease at any time before the expiration of its term.

2. ( Transfer ) A transfer of a Mining Lease must be registered under the Common Provisions Act in order to have effect. The Minister’s approval is required to register a transfer of a Mining Lease.

Description of the WA Tenements

1. The WA Tenements are comprised of three applications for exploration licences. The following 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.

Exploration Licence

1. ( Application ) A person may lodge an application for an Exploration Licence in accordance with the Mining Act. The Western Australian Minister for Mines and Petroleum ( WA Minister ), after receiving a recommendation from the Mining Registrar or (if an objection has been lodged) the Mining Warden, decides whether to grant any application for an Exploration Licence on such terms and conditions as the WA Minister may determine.

2. ( Rights ) The holder of an Exploration Licence is entitled to enter the area of the Exploration Licence and undertake operations for the purposes of exploration for minerals.

3. ( Payments ) As the State holds the rights to all minerals in Western Australia, holders of a mining tenement must pay a royalty to the State on the minerals extracted. Rent and Shire rates for the mining tenement are payable to the State and Local Government, respectively, each year. The holder of an Exploration Licence may also be required to pay a levy each year for the Mining Rehabilitation Fund depending on the level of ground disturbance on the tenement.

4. ( Term ) An Exploration Licence has a term of five years upon grant. The WA Minister may extend the term by a single further period of five years, followed by a single further period of two years and finally on a year-by-year basis on terms and conditions as the WA Minister sees fit.

5. ( Conditions ) Exploration Licences are granted subject to various standard conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. Non-compliance with these conditions may lead to the Exploration Licence being forfeited.

6. ( Compulsory partial surrender ) If the term of the Exploration Licence that is more than ten graticular blocks in size has been extended (or an application for an extension of term has been made but not determined), the holder of an Exploration Licence must, on or before the day that is six years after the day on which the Exploration Licence was granted, surrender:

7. (a) 40% of the graticular blocks that are the subject of the licence; or

8. (b) if 40% of that number is not a whole number, the nearest whole number of graticular blocks.

9. ( Priority to apply for a Mining Lease or General Purpose Lease ) The holder of an Exploration Licence has a right in priority to apply for a Mining Lease or a General Purpose Lease over the ground the subject of the Exploration Licence. The application for the Mining Lease or a General Purpose Lease must be made prior to the expiry for the Exploration Licence. The Exploration Licence stays in force (even if its term has expired) until the application for the Mining Lease or a General Purpose Lease is determined.

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1. ( Transfer ) An Exploration Licence cannot be transferred or otherwise dealt with during the first year of its term without the prior written consent of the WA Minister. Following the first year, there are no restrictions on transferring or otherwise dealing with an Exploration Licence.

2. ( Retention status ) The holder of an exploration licence may apply to the WA Minister to have the retention status approved for all or part of the exploration licence. The application may only be made where there is a mineral resource in the title area and mining of that mineral resource is impracticable because:

3. (a) the resource is uneconomic but may reasonably be expected to become economic in future;

4. (b) the resource is required to sustain the future operations of an existing mining operation; or

5. (c) there are existing political, environmental or other difficulties in obtaining requisite approvals.

6. If retention status is granted over part of an exploration licence, that part will be excluded from the area of the exploration licence.

7. Once retention status has been approved in respect of an exploration licence, the tenement holder is not required to comply with the minimum expenditure requirements with respect to that licence.

8. ( Conversions ) The holder of an Exploration Licence may apply for part of all of that licence to be converted to a Mining Lease or General Purpose Lease.

9. To convert an Exploration Licence, the holder must mark out and apply for the Mining Lease or General Purpose Lease (in compliance with the requirements for an application for a Mining Lease or General Purpose Lease) prior to the expiry of the Exploration Licence. While the Mining Lease or General Purpose Lease application is being determined, the Exploration Licence, as the case may be, will continue in force until that application is determined (even if the term of the Licence has expired).

Mining Lease

1. ( Application ) A person may lodge an application for a Mining Lease in accordance with the Mining Act. The WA Minister, after receiving a recommendation from the Mining Registrar or (if an objection has been lodged) the Mining Warden, decides whether to grant any application for a Mining Lease on such terms and conditions as the WA Minister may determine.

2. An application for a Mining Lease must be contemporaneously accompanied by either:

3. (a) a mining proposal;

4. (b) a statement setting out the mining operations that are likely to be carried out in, on or under the land together with a mineralisation report; or

5. (c) a statement setting out the mining operations that are likely to be carried out in, on or under the land together with a resources report showing there is significant mineralisation in the area over which a Mining Lease is sought.

6. 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 in that mineralisation report will result in a mining operation.

7. ( Rights ) The holder of a Mining Lease is entitled to enter the area of the Mining Lease and undertake operations for the purpose of mining and extracting minerals. The holder has exclusive rights to the land for the purpose of mining.

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1. ( Payments ) As the State holds the rights to all minerals in Western Australia, holders of Mining Leases must pay a royalty to the State on the minerals extracted from the tenement. Rent and Shire rates for the Mining Lease are payable to the State and Local Government, respectively, each year. The holder of a Mining Lease will also be required to pay a levy each year for the Mining Rehabilitation Fund depending on the type of ground disturbance that has occurred on the tenement.

2. ( Term ) A Mining Lease has a term of 21 years and may be renewed for successive periods of 21 years on such terms and conditions as the WA Minister sees fit. An application for renewal is to be made in the final year of the term of the Mining Lease.

3. ( Conditions ) Mining Leases are granted subject to various standard conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. Non-compliance with these conditions may lead to the Mining Lease being forfeited.

4. ( Transfer ) The consent of the WA Minister is required to transfer a Mining Lease.

Miscellaneous Licence

1. ( Application ) A person may lodge an application for a Miscellaneous Licence per the Mining Act. The Mining Registrar or (if the application is subject to objection) the Mining Warden decides whether to grant an application for a Miscellaneous Licence.

2. ( Connection with mining ) The purpose for which a Miscellaneous Licence is applied for must be connected to mining.

3. ( Rights ) A Miscellaneous Licence allows the holder to enter the land and construct and operate prescribed categories of infrastructure.

4. ( Overlapping tenure ) A Miscellaneous Licence may be applied for and granted over any pre-existing mining tenement. Upon grant, the Miscellaneous licence will coexist with the pre-existing tenement.

5. ( Access Agreements ) Where a Miscellaneous Licence has been applied for over existing tenure, in order to condition and regulate parties’ concurrent rights to ground the subject the overlapping tenure, those parties may elect to enter into Access Agreements. An Access Agreement outlines how and when the parties may exercise their lawfully granted rights over the overlapping land, and includes provisions related to provision of notice, rehabilitation and compensation. There is no statutory requirement to enter into an access agreement and they generally only arise as a mechanism to resolve an objection to the grant of the licence.

6. ( Payments ) Rent is payable to the State each year. Shire rates are not payable. The holder of a miscellaneous licence may also be required to pay a levy each year for the Mining Rehabilitation Fund depending on the level of ground disturbance on the tenement.

7. ( Term ) A Miscellaneous Licence has a term of 21 years and may be renewed for successive periods of 21 years on such terms and conditions as the WA Minister sees fit.

8. ( Conditions ) Miscellaneous Licences are granted subject to various standard conditions relating to the payment of rent and observance of environmental protection and reporting requirements. Noncompliance with these conditions may lead to the Miscellaneous Licence being forfeited.

9. ( Transfer ) There is no restriction on transferring or otherwise dealing in a Miscellaneous Licence.

General Purpose Lease

1. ( Application ) A person may lodge an application for a General Purpose Lease per the Mining Act. The WA Minister, after receiving a recommendation from the Mining Registrar or (if the application is

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subject to objection) Mining Warden, decides whether to grant any application for a General Purpose Lease on such terms and conditions as the WA Minister may determine.

1. ( Connection to mining operations ) A General Purpose Lease may only be granted for defined purposes or a purpose directly connected to mining operations.

2. ( Rights ) A General Purpose Lease allows the holder to enter the land and:

3. (a) erect, place and operate machinery in connection with mining operations;

4. (b) deposit or treat minerals or tailings obtained from any land; or

5. (c) use the land for any other specified purpose directly connected with mining operations.

6. ( Payments ) Rent and Shire rates for the general purpose lease are payable to the State and Local Government, respectively, each year. The holder of a mining tenement may also be required to pay a levy each year for the Mining Rehabilitation Fund depending on the level of ground disturbance on the tenement.

7. ( Term ) A General Purpose Lease has a term of 21 years and may be renewed for successive periods of 21 years on such terms and conditions as the WA Minister sees fit.

8. ( Conditions ) General Purpose Leases are granted subject to various standard conditions relating to the payment of rent and observance of environmental protection and reporting requirements. Noncompliance with these conditions may lead to the General Purpose Lease being forfeited.

9. ( Transfer ) There is no restriction on transferring or otherwise dealing in a General Purpose Lease.

Provisions common to all WA tenure types

Indefeasibility of title

1. Except in the case of fraud, a mining tenement granted or renewed under the Mining Act is unimpeachable and indefeasible in respect of any informality of irregularity in the applications or proceedings previous to the grant or renewal of that mining tenement.

Objections to applications

1. Any person may object to an application for a mining tenement within 35 days of that application being lodged. The objection is heard by a Mining Warden (being a Magistrate administering the Mining Act), who may, in the case of applications for Prospecting Licences and Miscellaneous Licences, dismiss the objection and grant the application subject to conditions or uphold the objection and refuse the grant of the application.

2. In the case of Exploration Licences, Mining Leases and General Purpose Leases, the Mining Warden can hear the objection and use the submissions and evidence provided by the parties to inform the Mining Warden’s recommendation to the WA Minister. The WA Minister is not bound by the Mining Warden’s recommendation and may grant or refuse the mining tenement in his or her discretion.

Expenditure conditions and certificates of exemption

1. As a condition of grant, holders of a Prospecting Licence, Exploration Licence and Mining Lease must spend a minimum amount “on mining or in connection with mining” on the Prospecting Licence, Exploration Licence and Mining Lease each 12 month period from the grant of the mining tenement ( Expenditure Year ).

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1. Details of this expenditure must be lodged with the WA Department in the form of a Form 5 Operations Report ( Form 5 ) within 60 days of the end of the Expenditure Year. The Form 5 must categorise the expenditure as either prospecting activities, exploration activities, mining activities, aboriginal surveys, rent/rates or administration.

2. A holder of a Prospecting Licence, Exploration Licence and Mining Lease may apply for the grant of a certificate of exemption from that expenditure obligation for the Expenditure Year on various prescribed grounds, including on the basis of combined group reporting (discussed below), time is required to review past results, plan future exploration or raise capital.

3. The application for exemption must be lodged within 60 days of the end of the Expenditure Year. An application for exemption may be subject to an objection by any person. An objection must be lodged within 35 days of the application for exemption being lodged. If an objection is lodged, and after a contested hearing, a recommendation to grant or refuse must be made by the Mining Warden to the WA Minister in respect of Exploration Licences and Mining Leases. The WA Minister is not bound to follow the recommendation of the Mining Warden.

4. The Mining Warden and/or WA Minister may grant a certificate of exemption for any one Expenditure Year. In respect of a Mining Lease, the WA Minister may grant a certificate of exemption for up to five Expenditure Years. The grant of a certificate of exemption is a complete defence to an application for forfeiture (discussed below).

Combined Reporting Group

1. Where more than one mining tenement is operated as a single project (due to proximity and type of commodity), those mining tenements may be collated into a Combined Reporting Group ( CRG ).

2. The aggregated exploration expenditure on mining tenements within a CRG can be attributed to the aggregated minimum annual expenditure obligation for the purposes of seeking the grant of a certificate of exemption in respect of those tenements in the CRG which have not met their minimum annual expenditure obligation.

3. That is, if one tenement within the CRG has incurred exploration expenditure which satisfies the aggregate minimum expenditure obligation for all the tenements within the CRG, then those tenements which have not incurred the minimum expenditure obligation will qualify for the grant of a certificate for exemption.

4. Expenditure incurred in connection with mining cannot be used to calculate aggregate exploration expenditure.

Application for Forfeiture

1. The WA Department may apply for a mining tenement to be forfeited where the holder of that mining tenement has breached the conditions of grant.

2. Any person may apply for the forfeiture of an Exploration Licence, Mining Lease or General Purpose Leases for a breach of the minimum annual expenditure obligation by the tenement holder. Any person may also apply for the forfeiture of a Prospecting Licence or a Miscellaneous Licence for the breach of the tenement conditions by the tenement holder.

3. Applications for forfeiture on the ground of non-compliance with minimum expenditure obligations must be made within eight months of the anniversary date of alleged non-complying Expenditure Year.

4. In respect of applications for forfeiture lodged against:

5. (a) Prospecting Licences and Miscellaneous Licences, the Mining Warden may find:

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  - (i) there was no breach of the tenement conditions; or

  - (ii) the breach of conditions was material and of sufficient gravity to justify the tenement being forfeited; or

  - (iii) the breach established was not of sufficient gravity to justify forfeiture and alternatively, impose a fine (in the case of non-compliance with expenditure conditions) of up to $10,000 or (in any other case) of up to $75,000 for an individual or $150,000 for a body corporate.

• (b) Exploration Licences, the Mining Warden may find:

  • (i) there was no breach of the minimum expenditure conditions;

  • (ii) the breach of the minimum expenditure condition is of sufficient gravity that he/she makes a recommendation to the WA Minister that the Exploration Licence should be forfeited; or

  • (iii) that the breach of the minimum expenditure condition is not of sufficient gravity to justify forfeiture and alternatively recommend a fine (in the case of non-compliance with expenditure conditions) of up to $10,000 or (in any other case) of up to $75,000 for an individual or $150,000 for a body corporate.

• (b) Mining Leases and General Purpose Leases, the Mining Warden may find:

  • (i) there was no breach of the minimum expenditure conditions;

  • (ii) the breach of the minimum expenditure condition is of sufficient gravity that he/she makes a recommendation to the WA Minister that the Mining Lease or General Purpose Lease should be forfeited; or

  • (iii) that the breach of the minimum expenditure condition is not of sufficient gravity to justify forfeiture and alternatively recommend a fine (in the case of non-compliance with expenditure conditions) of up to $10,000 or (in any other case) of up to $75,000 for an individual or $150,000 for a body corporate.

• When the Mining Warden makes a recommendation to the WA Minister in respect of applications for forfeiture, the WA Minister is not bound by the Mining Warden’s recommendation, although generally, it is followed by the WA Minister.

• When a fine is imposed, and the application for forfeiture has been made by “a person” rather than the WA Department, the applicant for forfeiture is awarded the fine. If the fine is not paid by the stipulated date, the tenement is automatically forfeited.

• Where the application for forfeiture is made by the WA Department, and the tenement is forfeited for breach of condition (other than the minimum expenditure condition), the holder of a mining tenement which has been forfeited may apply for the restoration of the mining tenement if the tenement holder can establish that extenuating circumstances led to the breach of the relevant tenement condition.

Extensions of term

1. The application for an extension of term in respect of a Prospecting Licence, Exploration Licence and Mining Lease must be made in the final year of the term of the Prospecting Licence, Exploration Licence or Mining Lease (as the case may be). The tenement continues in force pending the renewal being determined.

2. An application for an extension of term must be supported by a summary of the work already carried out on the exploration licences and a detailed programme of proposed work to be carried out if the extension is granted.

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1. The WA Minister may grant an extension of term where he is satisfied a prescribed ground for extension exists. Prescribed grounds include:

2. (a) work already carried out on the exploration licence justifies further work being undertaken;

3. (b) the holder was prevented from carrying out work on the exploration licence because of difficulties occasioned by law; or

4. (c) the ground is unworkable or the ground could not be accessed because of unfavourable climatic conditions.

5. The application for extension of term must sufficiently make out one of the grounds for extension.

Aboriginal Heritage

1. The Company must ensure that it does not breach any applicable legislation relating to Aboriginal heritage (see below). A Tenement may contain sites or objects of Aboriginal significance.

2. There are several registered Aboriginal Sites and Other Heritage Places located on the Tenements. The details of these sites and heritage places are set out in Part II to the Schedule to this Report.

3. In Queensland, information regarding sacred sites and objects derived from cultural heritage studies is recorded in the Aboriginal and Torres Strait Islander Cultural Heritage Database and Register maintained in accordance with the Aboriginal Cultural Heritage Act 2003 (Qld) ( Cultural Heritage Act ) and the Torres Strait Islander Cultural Heritage Act 2003 . Details of the sacred sites and objects recorded on the Aboriginal Cultural Heritage Database and Register for each of the Tenements are provided in Part II of Schedule 1 of this Report.

4. As described further below, the Cultural Heritage Act protects all significant Aboriginal cultural heritage in Queensland, whether these sites or objects are registered or not. Any interference with any Aboriginal cultural heritage must be in strict conformity with the provisions of both the Commonwealth and the relevant State legislation as it is an offence to cause harm to a site or object of Aboriginal significance.

5. In Western Australia the Company must ensure that it complies with the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) and the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

6. To ensure compliance with the applicable legislation and industry standards, it is the usual course for a company to conduct heritage surveys to determine if any sites or objects of Aboriginal significance exist within the area of the Tenements.

7. It may be necessary for the Company to enter into heritage-centric agreements with the traditional owners of the sites or objects of Aboriginal significance to facilitate a heritage survey.

Commonwealth Legislation

1. The Commonwealth Heritage Act is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

2. Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas and/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.

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

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Queensland Legislation

1. The Cultural Heritage Act imposes a duty of care on all persons who carry out activities to take all reasonable care and practical measures to ensure the activity does not harm Aboriginal cultural heritage. “Aboriginal Cultural Heritage” is defined to include significant Aboriginal areas in Queensland, significant Aboriginal objects or evidence of archaeological or historic significance of Aboriginal occupation of an area in Queensland. Maximum penalties for breaching the duty of care are $1,378,500 for a corporation and $137,850 for an individual.

2. A person who carries out an activity is taken to have complied with his or her duty to take reasonable care if:

3. (a) the person is acting:

   • (i) under the authority of another provision of the Cultural Heritage Act;

   • (ii) under an approved cultural heritage management plan;

   • (iii) under a native title agreement or another agreement with an Aboriginal party, unless the Aboriginal cultural heritage is expressly excluded from being subject to the agreement;

   • (iv) in compliance with the cultural heritage duty of care guidelines; or

   • (v) in compliance with native title protection conditions, but only if the cultural heritage is expressly or impliedly the subject of the conditions;

4. (b) the person owns the Aboriginal cultural heritage or is acting with the owner’s agreement; or

5. (c) the activity is necessary because of an emergency.

6. Further, it is an offence to cause harm to, or excavate and relocate, any Aboriginal Cultural Heritage if the person knows or ought reasonably to know that it is Aboriginal Cultural Heritage.

Western Australian Legislation

1. Mining tenements are granted subject to conditions requiring compliance with the WA Heritage Act.

2. It is an offence to alter or damage a sacred ritual or ceremonial Aboriginal site or object and any area of significance to an Aboriginal site or any objects on or under that site. This is a continuous, global obligation.

3. Aboriginal sites or objects may be registered under the WA Heritage Act. Registration is not a legislative requirement, and the WA Heritage Act protects all registered and unregistered sites or objects that meet the relevant definition in the WA Heritage Act, being:

4. (a) any place of importance and significance where persons of Aboriginal descent have, or appear to have, left any object, natural or artificial, used for, or made or adapted for use for, any purpose connected with the traditional cultural life of the Aboriginal people, past or present;

5. (b) any sacred, ritual or ceremonial site, which is of importance and special significance to persons of Aboriginal descent;

6. (c) any place which, in the opinion of the Committee, is or was associated with the Aboriginal people and which is of historical, anthropological, archaeological or ethnographical interest and should be preserved because of its importance and significance to the cultural heritage of the State; and

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• (d) any place where objects to which this Act applies are traditionally stored, or to which, under the provisions of this Act, such objects have been taken or removed.

• It is generally possible for companies to avoid Aboriginal Sites and Other Heritage Places when conducting exploration activities on their licences. Where this is not possible, disturbing or otherwise altering this site is an offense against the WA Heritage Act and consent under section 18 of the WA Heritage Act would be required to do so.

Native Title

1. On 3 June 1992, the High Court of Australia in Mabo and others v Queensland (No. 2) (1992) 175 CLR 1 ( Mabo ) held by 6:1 majority that the common law of Australia recognises a form of native title that reflects the entitlement of indigenous inhabitants, in accordance with their laws and customs, to their traditional lands.

2. In order for native title to be recognised, a native title claim group must prove that:

3. (a) the rights and interests claimed are possessed under the claim group’s traditional laws and customs;

4. (b) these traditional laws and customs are currently being observed by the claim group;

5. (c) the claim group have a ‘connection’ with the claim area by way of those traditional laws and customs; and

6. (d) the rights and interests are recognised by the common law of Australia.

7. A native title claim will not be recognised if native title has been extinguished. Extinguishment can occur by a voluntary surrender to the Crown, the death of the last survivor of a group entitled to native title, abandonment of the land or laws and customs of the land by a group or by the Crown’s grant of an ‘inconsistent interest’ in the land.

8. An example of an inconsistent interest is the grant of a freehold interest in the land. The grant of a lesser form of interest will not extinguish native title unless it is wholly inconsistent with native title.

9. Once native title has been extinguished, this prior extinguishment can be disregarded in specific circumstances, namely:

10. (a) where the area is vested for the benefit of Aboriginal or Torres Strait Islander people;

11. (b) where the area is vacant crown land; or

12. (c) where the area is vested for the purpose of preserving the natural environment of the area.

The Native Title Act 1993

1. In response to the High Court’s decision in Mabo, the Commonwealth enacted the Native Title Act 1993 (Cth) ( NT Act ).

2. The NT Act provides for:

3. (a) the establishment of the NNTT where Aboriginal people may lodge claims for native title rights over land and have those claims registered;

4. (b) jurisdiction for the Federal Court to assess native title claims and determine if native title rights exist, and issue binding determinations whether native title does or not does exist in the claim area; and

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• (c) that an act (such as the grant or renewal of mining tenement) carried out after 23 December 1996 (referred to as a Future Act ) must comply with certain requirements for the Future Act to be valid under the NT Act ( Future Act Provisions ).

Registration Testing

1. For the NNTT to register a native title claim, it must satisfy the registration test conditions outlined in Part 7 of the NT Act. If a native title claim does not meet all of the conditions, it must not be registered.

2. The registration test conditions are:

3. (a) the information and map contained in the application to identify with reasonable certainty the particular ‘land and waters’ where native title rights and interests are claimed;

4. (b) the persons in the native title claim group are named in the application and the persons in that group are described sufficiently clearly so that it can be ascertained whether any particular person is in that group;

5. (c) the application’s description of the claimed native title rights and interests is sufficient to allow the rights and interests to be readily identified;

6. (d) that there is a sufficient factual basis to support the assertion that the claimed native title rights and interests exist. The factual basis must support the assertion that:

   • (i) the native title claim group have, and the predecessors of those persons had, an association with the area;

   • (ii) there exist traditional laws acknowledged by, and traditional customs observed by, the native title claim group that give rise to the native title rights and interests; and

   • (iii) the native title claim group have continued to hold the native title in accordance with those traditional laws and customs;

7. (e) prima facie , at least some of the native title rights and interests claimed in the application can be established;

8. (f) at least one member of the native title claim group currently has or previously had a traditional physical connection with any part of the land or waters covered by the application;

9. (g) the application does not offend section 61A of the NT Act, in that a native title determination application must not be made in relation to:

   • (i) an area for which there is an approved determination of native title;

   • (ii) an area where an exclusive possession act has been made; or

   • (iii) the rights and interests conferring exclusive possession, occupation, use and enjoyment of an area where a non-exclusive possession act has been made;

10. (h) the application does not claim ownership of minerals, petroleum or gas that are wholly owned by the Crown or exclusive possession over all or part of waters in an offshore place and the native title rights and interests have not otherwise been extinguished;

11. (i) the application must contain all the prescribed details and other information and be accompanied by an affidavit or other document;

12. (j) no person in the native title claim group must be a member of the native title claim group for any previous overlapping application; and

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• (k) the application has been certified by all representative Aboriginal and Torres Strait Islander bodies that could certify the application. If the application is not certified, it must be established that the applicant is a member of the native title claim group and is authorised to make the application and deal with matters arising in relation to it, by all other persons in the native title claim group.

• Registration of a native title claim provides the claim group with certain procedural rights, most relevantly the right to be notified of any Future Act affecting the claim, and the right to participation in Right to Negotiate ( RTN ) negotiations.

The Future Act Provisions

1. The Future Act Provisions vary depending on the Future Act to be carried out. We note that the grant of a tenement does not need to comply with Future Act Provisions if in fact native title has never existed over the land covered by the tenement, or has been validly extinguished prior to the grant of the tenement.

2. Unless it is clear that native title does not exist (for example in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the tenement, and as such, the Future Act Provisions apply.

3. The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are three alternatives:

4. (a) the Right to Negotiate;

5. (b) an ILUA; and

6. (c) the Expedited Procedure.

These are summarised below.

Right to Negotiate

1. RTN refers to a formal negotiation between the State of Queensland or State of Western Australia (as the case may be) ( State ), the applicant for a mining tenement and any registered native title claimants and holders.

2. During the RTN procedure, all parties must negotiate in good faith with a view to agreeing to the terms and conditions on which the tenement can be granted. During this process the applicant for a mining tenement and any registered native title claimants and holders negotiate an ancillary agreement (in Western Australia, for Mining Leases, a mining and production agreement, and for Prospecting Licences or Exploration Licences, a heritage agreement).

3. These parties then notify the State that they have agreed to the terms of the ancillary agreement. The State, applicant for a mining tenement and native title party then each sign a State Deed which confirms compliance with the NT Act and that the mining tenement may be validly granted.

4. The applicant for the mining tenement is liable for any compensation that the parties agree will be paid to the registered native title claimants and holders.

5. If agreement has not been, or is likely not to be, reached after six months of negotiations (starting from when the native title party is notified of the mining tenement application), the matter may be referred to the NNTT for determination. The NNTT must decide whether the tenement can be granted within six months of a referral.

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1. If the applicant for a mining tenement has not negotiated in good faith, the NNTT will order a further six months of negotiations.

Indigenous Land Use Agreements

1. An Indigenous Land Use Agreement ( ILUA ) is a formal contract created under the NT Act.

2. An ILUA must set out the terms on which a mining tenement can be granted and specify the conditions on which activities may be carried out within the mining tenement. The applicant for the mining tenement is liable for any compensation that the parties agree will be paid to the registered native title claimants and holders. These compensation obligations pass to the transferee of the mining tenement.

3. Once an ILUA has been executed and registered on the ILUA Register maintained by the NNTT, the whole native title claim group and all holders of native title in the area (including future claimants) are bound by the terms of the ILUA.

4. While several of the Queensland Tenements encroach on the area of a registered ILUA (the Ewamian Renison Exploration ILUA QI2011/024), this is a private agreement between the Ewamian People, as the relevant native title claim group, and Renison Consolidated Mines NL and will not apply to activities conducted by the Company.

Expedited Procedure

1. Where the State considers that the grant of a mining tenement is likely to have minimal impact on native title rights, they may grant the tenement without the RTN procedure ( Expedited Procedure ). The Expedited Procedure applies where the grant of a mining tenement is not likely to:

2. (a) interfere directly with the community or social activities of the registered native title claimants or holders;

3. (b) interfere with areas or sites of particular significance to the registered native title claimants or holders; or

4. (c) involve major disturbance to land or waters.

Queensland

1. The Queensland Department takes the Native Title Protection Conditions ( NTPCS ) into account when considering whether granting an exploration authority attracts the Expedited Procedure.

2. The State must give notice of its intention to grant an exploration authority under the Expedited Procedure to all native title parties affected. The applicant (with the State’s assistance) must also advertise its application by publication in newspapers.

3. If no objection is made to the Expedited Procedure the application can proceed to grant subject to the NTPCS. If, however, the applicant and the relevant native title party negotiate an agreement between them, they can request that the terms of that agreement replace the NTPCS as conditions of the authority.

4. If an objection is made to the Expedited Procedure, but the parties negotiate an agreement between them, the application can proceed to grant with the terms of the agreement replacing the NTPCS as conditions of the authority.

5. If no objection is lodged to the Expedited Procedure, an objection is lodged but dismissed by the NNTT, or an objection is lodged but withdrawn voluntarily, the application can proceed to grant subject to the NTPCS.

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Native Title Protection Conditions

1. The Native Title Protection Conditions ( NTPCS ) are conditions placed on exploration permits for minerals and coal, and some mineral development licences, granted under the Expedited Procedure.

2. The Queensland Department takes the position that it can process an application under the expedited procedure because it considers the NTPCS adequate to protect native title for that area (ie the activities to be performed won’t significantly affect native title rights and interests).

3. The NTPCS set out, amongst other things:

4. (a) the information required to be provided by the explorer to the native title party with regards to exploration activities to be carried out, including a description of the program of works, and how, when and to whom this information is to be provided;

5. (b) the conditions under which the native title party may require a field inspection prior to the exploration activities being carried out, and the parameters of the field inspection with regards to team members and the fees required to be paid; and

6. (c) when, how many and the fees payable for any monitors required during the exploration activities.

7. 1. As at July 2021, if a field inspection is undertaken, the explorer (if it receives an invoice or tax invoice) must pay:

8. (a) $300 per inspection day (including any GST) for each inspector (maximum of 4 inspectors);

9. (b) $150 per part inspection day (including any GST) for each inspector (maximum of 4 inspectors); and

10. (c) the reasonable hourly or daily rate for any anthropologist or archaeologist in the field inspection team, whether agreed between the parties or determined by the Land Council of Queensland.

11. 1. The explorer must also provide, for the field inspection team for each field inspection, at its cost, any necessary permits, authorities and notices to landowners, and transport within the claim area (the area of non-exclusive land and waters claimed under a native title claim) and meals and accommodation, during the period reasonably necessary to conduct and complete the field inspection.

12. If monitoring is required in the inspection report resulting from the field inspection, the explorer is responsible for the costs of that monitoring at the following rates:

13. (a) $300 per monitoring day (including any GST) for each monitor; and

14. (b) $150 per part monitoring day (including any GST) for each monitor.

15. The explorer must also provide for the monitors, in each instance of monitoring, at its cost, transport within the claim area and meals and accommodation, during the period reasonably necessary to conduct and complete the monitoring.

16. However, the explorer must only pay for the cost of 1 monitor per ground breaking machine, except where the ground breaking machine follows directly in the path of another ground breaking machine, and monitoring while the ground disturbance is to a depth that might reasonably be anticipated to reveal an Aboriginal Object.

17. Administrative payments by the explorer under the NTPCS are set at $850 per year per native title claim (either a determined claim or a determination application) (as at July 2021).

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1. The NTPCS also set out the protocol to be followed if an explorer makes a “cultural heritage find” (defined as an Aboriginal Object (an object, including human skeletal remains or any Aboriginal archaeological or historical object, of significance to the native title party in accordance with their traditional laws and customs) or an artefact or other evidence of indigenous occupation that is likely to be an Aboriginal Object).

2. The explorer must use best endeavours to ensure all persons performing exploration activities are given appropriate cultural heritage awareness information and must invite the relevant native title party to formulate and direct the presentation of the information. Not to do so constitutes a breach of the NTPCS.

3. If the explorer makes a payment under the NTPCS, a copy of the relevant invoice or tax invoice must be provided to the State with the explorer’s exploration reports.

4. Field inspection, monitoring and administration fees payable by the explorer are adjusted annually on 1 July in accordance with CPI.

5. Any disputes under the NTPCS must be referred to the Land Court of Queensland.

Western Australia

1. In Western Australia the WA Department has a policy whereby it considers all Prospecting Licences and Exploration Licences are Future Acts attracting the Expedited Procedure.

2. The State must advertise its intention to grant a mining tenement under the Expedited Procedure to all registered native title claimants and holders. If no objection is lodged by a registered native title claimant or holder, the State may grant the mining tenement.

3. If an objection is lodged, the NNTT must determine whether the grant of the mining tenement attracts the Expedited Procedure. This involves each of the parties making submissions in respect of the factors outlined at paragraph 155 above. If the answer is yes, the State may grant the mining tenement. If the answer is no, the Future Act Provisions must be followed before the mining tenement can be granted (i.e., RTN or ILUA).

4. It is a standard industry process that registered native title claimants or holders will withdraw objections if the applicant executes an Aboriginal heritage agreement. These agreements typically involve funding and carrying out heritage surveys before conducting activities on the mining tenement, conditioning the activities that may be carried out on the mining tenement and paying compensation.

Infrastructure Procedure

1. In Western Australia, when the State receives an application for a Miscellaneous Licence or General Purpose Lease, it provides notice of the application to the registered native title claimants or holders who may be affected by that application. Any registered native title claimants or holders may object within two months of receiving the notice on the ground that it affects their registered native title rights and interests. If the State does not receive an objection, the Miscellaneous Licence or General Purpose Lease will proceed to grant ( Infrastructure Procedure ).

2. If an objection is received, the applicant for the Miscellaneous Licence or General Purpose Lease must consult with any registered native title claimants or holders about ways of minimising impact on the registered native title rights and interests in relation to the land and waters and any access to the land or waters by the grant of the Miscellaneous Licence or General Purpose Lease.

3. There is no statutory time limit on this period of consultation. Additionally, only the registered native title claimants or holders may withdraw the objection. In its current form, the NT Act does not allow the applicant for a Miscellaneous Licence or General Purpose Lease to resolve the objection.

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1. To prevent objections being drawn out indefinitely, the State is required to refer an objection to a hearing if it remains unresolved eight months after the notification date.

Registered Native Title Claims and Determinations

1. Our Searches indicate that the Tenements are subject to the following registered native title claims:

2. (a) EPM14309 – Waanyi Peoples (QUD6022/1999, QCD2010/007);

3. (b) EPM27377, EPM27253, EPM27294, EPM27295 – Ewamian People #3 (QUD6018/2001, QCD2013/007);

4. (c) EPM27377, EPM27253 – Ewamian People #2 (QUD6009/1999, QCD2013/006);

5. (d) E63/2091 – Ngadju (WAD6020/1998, WCD2014/004); and

6. (e) E38/3616, E38/3618 – Wiluna (WAD6164/1998, WCD2013/004).

7. The status of the native title claims is summarised in Part II of Schedule 1.

8. The native title claimants and holders of native title under the determinations are entitled to certain rights under the Future Acts Provisions.

Validity of Tenements under the NT Act

1. Mining tenements granted before 23 December 1996 are not required to comply with the Future Act Provisions in order to be valid under the NTA. None of the Tenements were granted before 23 December 1996.

2. Mining tenements renewed after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA. The exception to this requirement is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and:

3. (a) the area to which the mining tenement applies is not extended;

4. (b) the term of the renewed mining tenement is no longer than the term of the old mining tenement; and

5. (c) the rights to be created are not greater than the rights conferred by the old mining tenement,

however, the Tenements were not validly granted before 23 December 1996 and renewed after 23 December 1996.

1. Mining tenements granted after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA. The granted Tenements were all granted after 23 December 1996 and must have complied with the Future Act Provisions for the grant to the valid.

Valid grant of applications for the Tenements

1. The Future Act Provisions must be complied with when granting any applications for tenements, including the Tenements that are in application. This will ensure that newly granted tenements are valid under the NTA.

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Access Issues

Pastoral leases – Western Australia

1. The E38/3616 and E38/3618 encroach partially on the Windidda Pastoral Lease (N049460).

2. The Mining Act:

3. (a) prohibits the carrying out of mining activities on land:

   • (i) for the time being under crop, or which is situated within 100 metres of that land;

   • (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 in 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) land the subject of a pastoral lease which is the site of, or is situated within 400 metres of the outer edge of, any water works, race, dam, well or bore, not being use for mining purposes by a person other than a lessee of that pastoral lease;

4. (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

5. (c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land, for example a pastoral lease, 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,

without the consent of the lessee, unless ordered by the Mining Warden or if the mining is carried out not less than 30 metres below the lowest point of the natural surface.

1. As the holder of the pastoral lease has not lodged objections to the grant of E38/3616 and E38/3618, it is unlikely that the Company will enter into an access and compensation agreement with respect to the Company’s activities on the pastoral lease. Access and compensation agreements with pastoral leaseholders can be useful to ensure that the requirements of the Mining Act are satisfied and to avoid any future disputes arising in relation to amounts of compensation which may be applicable. In the absence of an agreement, the Mining Warden’s Court determines compensation payable by the Company to the pastoral lessee.

Private Land - Queensland

1. There are numerous leasehold interests underlying the Queensland Tenements, as set out in Part I of the Schedule to this Report.

2. “Private land” is defined in the Common Provisions Act as freehold land or an interest in land less than fee simple held from the State under another Act. A leasehold interest granted under the Land Act 1994 (Qld) ( Land Act ) is private land for the purposes of the Common Provisions Act.

3. Under the Common Provisions Act, a tenement holder is not permitted to enter private land for the purpose of accessing or carrying out an activity it is authorised to carry out on the tenement unless the

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holder has given each owner and occupier of the land an entry notice. The entry notice must be given at least 10 business days before the entry occurs and contain details including a description of the land to be entered, the period during which the land is to be entered, the authorised activities proposed to be carried out on the land, where those activities are to be carried out and contact details for the tenement holder. The maximum period for entry for which an entry notice may be given for an exploration permit is 6 months.

1. There are several underlying tenure types (including a permit to occupy unallocated State land, a reserve or a road granted under the Land Act) which are not included as “private land” for the purposes of the Common Provisions Act and the notice of entry requirements will not apply to these types of underlying landholdings.

2. In addition, the requirement to give a notice of entry in relation to private land will not apply if the tenement holder has any of the following with the owner and occupier of the land:

3. (a) a waiver of entry notice that is in effect;

4. (b) a conduct and compensation agreement for the land which provides for alternative obligations for the entry and the holder complies with those alternative obligations; or

5. (c) an opt-out agreement.

6. Further, a tenement holder is not permitted to carry out an “advanced activity” on private land unless each owner and occupier of the land is:

7. (a) a party to a conduct and compensation agreement about the advanced activity and its effects;

8. (b) a party to a deferral agreement;

9. (c) has elected to opt-out from entering into a conduct and compensation agreement or deferral agreement; or

10. (d) is an applicant or respondent to an application relating to the land made to the Land Court.

11. An “advanced activity” is defined to mean any activity which the tenement holder is authorised to undertake which is not a preliminary activity. A “preliminary activity”, in relation to an exploration tenement, means an authorised activity for that tenement which will have no impact, or only a minor impact, on the business or land use activities of any owner or occupier of the land on which the activity is to be carried out. The examples given by the legislation for types of activities which would be considered to be a preliminary activity include walking on the tenement, driving on an existing track, taking soil or water samples, geophysical, aerial, electrical or environmental surveying and survey pegging.

12. Following the entry onto private land, the tenement holder is required to give a report to the owner or occupier of the private land stating whether or not activities were carried out on the land and the location, nature and extent of those activities.

Restricted Areas

1. A person must not enter “restricted land” on a tenement to carry out a “prescribed activity” unless the relevant owner or occupier of the restricted land has given written consent to the tenement holder carrying out that activity.

2. “Restricted land” for an exploration permit means land within:

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• (a) 200m laterally of a permanent building used as a residence, childcare centre, hospital or library, a community sporting or recreational building, a place of worship or a business;

• (b) 200m from any area used as a school or area prescribed under the Environmental Protection Act 1994 (Qld) that is used for aquaculture, intensive animal feedlotting, pig keeping or poultry farming; and

• (c) 50m of an artesian well, bore, dam, water storage facility, principal stockyard, cemetery or burial place.

• A “prescribed activity” for a tenement means an authorised activity carried out on the surface of the land or below the surface of the land in a way that is likely to cause an impact to the surface of the land. There are a couple of exclusions to this, including the installation, operation, maintenance and decommissioning of an underground pipeline or cable, activities that may be carried out on the land by a member of the public without approval and crossing the land in order to enter the tenement (but only if that is the only means of entering the tenement and each owner and occupier of the restricted land has agreed to the tenement holder crossing the land or, if an owner or occupier has refused to agree to the resource authority holder crossing the land, that refusal is unreasonable).

Conduct and compensation agreements

1. A tenement holder is under an obligation to compensate each owner and occupier of private or public land that is within the area of the tenement for any deprivation of possession of the land’s surface, diminution of the land’s value or diminution of the use that may be made or any improvement on it, severance of any part of the land or any damage or loss suffered as a result of the activities carried out by the tenement holder on the tenement.

2. A tenement holder and the owner or occupier of the land underlying the tenement may enter into an agreement regarding entry to the land, the manner in which activities must be carried out and the amount of compensation payable to the landowner.

3. The Common Provisions Act sets out the process for negotiating conduct and compensation agreements. Once agreed, conduct and compensation agreements are required to be registered until such time as the agreement ends or the land is sub-divided. Where a negotiated agreement cannot be reached, a party may apply to the Land Court for it to decide the resource authority holder’s compensation liability or future compensation liability to the claimant.

4. We note that the Company will need to enter into conduct and compensation agreements with the relevant underlying landholders before it can undertake any “advanced activities” on the areas of the Tenements which are covered by private land. We understand that these agreements are usually negotiated as a matter of course in relation to specific exploration programmes and operate for a limited term only.

5. NorthernX Pty Ltd ( NorthernX ), as holder of EPM14309, is a party to a Conduct and Compensation Agreement with the owners of Yeldham Station. This agreement is summarised in paragraph 226 of this Report.

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Other potential interests

1. The following petroleum tenements overlap the Tenements:

Tenement	Petroleum tenure
EPM14309	Authority to Prospect (ATP) 1107
EPM27377	Nil.
EPM27253	Nil.
EPM27294	Nil.
EPM27295	Nil.
E63/2091	Nil.
E38/3616	Nil.
E38/3618	Nil.

1. The Mineral Resources Act provides that the Petroleum Act 1923 (Qld) and the Petroleum and Gas (Production and Safety) Act 2004 (Qld) do not limit or otherwise affect the power to grant a mining tenement in the area of an ATP. The Minerals Resources Act provides that an authorised activity for a mining tenement cannot be carried out on the overlapping land unless:

2. (a) the ATP holder has agreed in writing to the authorised activity being carried out and a copy of this agreement has been lodged with the Department; or

3. (b) the carrying out of the authorised activity does not adversely affect the carrying out of an authorised activity for the ATP that has already started,

if carrying out the activity would adversely affect the carrying out of an authorised activity under the ATP and the authorised activity for the ATP has already started.

1. An “authorised activity” for a mining tenement is an activity that the holder is entitled to carry out in relation to the tenement.

Material Agreements

1. NorthernX Heads of Agreement : NorthernX and the Company are parties to a Binding Heads of Agreement dated 12 August 2021 pursuant to which the Company agreed to purchase from NorthernX, and NorthernX agreed to sell to the Company, EPM14309.

2. The consideration paid by the Company to NorthernX at completion was $100,000 (excl GST).

3. Completion of the acquisition under the NorthernX Heads of Agreement was subject to and conditional upon the satisfaction or waiver of several conditions precedent, including:

4. (a) the parties obtaining all necessary third party approvals, including Ministerial consent under the Mineral Resources Act to the transfer of EPM14309 to the Company; and

5. (b) NorthernX, the Company and the relevant third party entering into appropriate deeds of assignment and assumption in respect of the applicable third party agreements.

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1. Based on receipt of indicative approval for the transfer pursuant to section 23 of the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) ( Indicative Approval ), we are instructed that the parties agreed to waive the condition precedent to obtain Ministerial consent for the transfer. We are instructed that the:

2. (a) Indicative Approval is subject to three conditions that include provision of evidence the Office of State Revenue has assessed the transfer for stamp duty purposes, that the Company has financial resources to complete rehabilitation activities and lodgement of $500 of security; and

3. (b) Company has no reason to believe Ministerial consent will not be forthcoming.

4. NorthernX gives standard warranties under the NorthernX Heads of Agreement with respect to the status of EPM14309, including that EPM14309 is in good standing, has been validly applied for and is not subject to litigation or proceedings which may impair NorthernX’s title to EPM14309.

5. Indo Australis Heads of Agreement : Indo Australis Pty Ltd ( Indo ) and the Company are parties to a Binding Heads of Agreement dated 28 April 2021 by which the Company agreed to purchase a 100% legal and beneficial interest in EPM27377, EPM27253, EPM27294 and EPM27295.

6. The consideration payable by the Company to Indo at completion of the acquisition is 1,000,000 fully paid ordinary shares in the capital of the Company at a deemed issue price of $0.20 per share. These shares may be issued subject to an ASX imposed escrow period.

7. Completion of the acquisition under the Indo Australis Heads of Agreement is subject to and conditional upon the satisfaction or waiver of the following conditions precedent by 27 January 2022 (or such later date as agreed between the parties):

8. (a) completion of due diligence by the Company on the assets to its reasonable satisfaction;

9. (b) the Company completing a capital raising for at least $4,500,000 worth of shares;

10. (c) the Company receiving conditional approval from the ASX for its securities to be admitted to official quotation on the ASX;

11. (d) execution by Indo of a restriction agreement in the form required by the ASX;

12. (e) the parties obtaining all necessary shareholder and regulatory approvals;

13. (f) there having been no breach of the warranties given by the vendor;

14. (g) the parties entering into a deed of assignment in respect of any native title agreements in place in respect of the tenements (if applicable); and

15. (h) the parties obtaining all necessary third party consents and approvals.

16. Indo gives standard warranties in respect of the tenements, including that it is the sole legal and beneficial owner and it has the right to transfer the assets to the Company, the assets will be free from all mortgages and other encumbrances, there is no litigation or proceedings concerning the assets, the tenements have been duly marked off and applied for in accordance with applicable laws and the tenements are in good standing and not subject to any third party agreements.

17. Indo agrees to indemnify the Company in respect of any losses arising as a result of any of the warranties given by it under the Indo Australis Heads of Agreement proving to be false.

18. Teck Royalty Agreement: As part consideration under the Option Agreement, NorthernX agreed to grant Teck a 2% Net Smelter Return royalty on all minerals produced from the tenements the subject

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of the Option Agreement, which included EPM14309. On this basis, NorthernX and Teck entered into the Royalty Agreement dated 18 August 2017.

1. The Royalty is payable quarterly from commencement of commercial production and will run with the land binding all successor holders of the tenements.

2. The Royalty Agreement is otherwise on standard terms for an agreement of that nature.

3. As required as a condition for the acquisition of EPM 14309 under the NorthernX heads of agreement, by virtue of a deed of assignment dated 9 September 2021, the Company assumed NorthernX's rights and obligations under the Royalty Agreement

4. Compensation Agreement – Yeldham Station : Teck Australia Pty Ltd ( Teck ), James Brown and Elizabeth Brown ( Owners ) are parties to a conduct and compensation agreement dated 18 July 2011 in relation to the conduct of exploration activities on EPM14309 by Teck.

5. Under the Compensation Agreement, the Owners agree to allow Teck to enter onto the land the subject of the pastoral station and to conduct all activities which Teck is permitted to conduct in accordance with EPM14309. These activities include “advanced activities” (such as drilling), for which a conduct and compensation agreement is required under the Common Provisions Act.

6. The Compensation Agreement also acts as a waiver of entry notice such that Teck is not required to issue an entry notice under the Common Provisions Act. Notice of entry is instead governed by the Compensation Agreement.

7. The Compensation Agreement enables Teck to use water from the pastoral station, as required, and to construct a camp for its workers.

8. The compensation payable by Teck to the Owners under the Compensation Agreement includes:

9. (a) $250 per km of new access track constructed per annum;

10. (b) $1.50 per auger drill hole;

11. (c) $10 per RAB hole;

12. (d) $200 per RC drill hole;

13. (e) $200 per core hole completed;

14. (f) $1,000 per annum in aggregate for water use and camp operations; and

15. (g) $1,000 per annum for administrative, management, legal and accounting costs of the Owners.

16. Teck may be required to provide additional compensation in certain circumstances, including where it has damaged property of the Owners. In this instance, Teck is required to repair all damage, replace damaged property or reimburse the Owners for the loss. Any claim under this clause must be brought within 2 years after the expiry and non-renewal of EPM14309.

17. The Compensation Agreement continues in force for the term of EPM14309, including any renewals.

18. Teck assigned its rights to NorthernX, and NorthernX agreed to assume all of the obligations of Teck, under the Compensation Agreement by virtue of a deed of assumption and release dated 4 September 2017.

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1. As required as a condition for the acquisition of EPM 14309 under the NorthernX heads of agreement, by virtue of a deed of assignment dated 11 September 2021 the Company assumed NorthernX's rights and obligations under the Compensation Agreement.

2. Native Title Agreement – Waanyi Peoples: Teck (formerly known as Teck Cominco Australia Pty Ltd) and the Waanyi Peoples Native Title Claim Group are parties to a Native Title and Heritage Protection Agreement dated 31 May 2005. The Native Title Agreement is on standard terms and requires Teck to undertake its exploration activities on the native title claim areas in accordance with a heritage protection protocol.

3. Work area clearance surveys are required prior to conducting “high impact activities” which are all exploration activities involving ground-disturbance. The heritage survey rates are included in Schedule 4 to the Native Title Agreement and range from $300 to $370 per person per day.

4. Teck also agrees to the following under the Native Title Agreement:

5. (a) holding a cultural induction workshop for employees and contractors (to be presented by members of the claimant group);

6. (b) offer employment and training opportunities to members of the claimant group;

7. (c) one-off payments of $1,300 per permit applied for by Teck in the claim area; and

8. (d) annual payments of $1,000 per permit within 10 business days of the anniversary date of the grant of the permit.

9. Teck assigned its rights under the Native Title Agreement to NorthernX, and NorthernX agreed to be bound by the provisions of the Native Title Agreement, by virtue of a deed of assumption and assignment dated 14 August 2017.

10. By virtue of a Deed of Assignment dated 11 September 2021, the Company has agreed to assume NorthernX’s rights and obligations under the Native Title Agreement.

Qualifications and Assumptions

1. This Report is subject to the following qualifications and assumptions:

2. (a) This Report is accurate as at the date(s) the Searches that were performed.

3. (b) We have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT.

4. (c) We assume that the registered holder of a Tenement has a valid legal title to the Tenement.

5. (d) This Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from the Searches and the information provided to us.

6. (e) With respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements complied with the applicable Future Act Provisions.

7. (f) We have assumed the accuracy and completeness of any instructions or information which we have received from the Company, or third parties, or any of their respective officers, agents and representatives.

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• (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) Reference in the Schedule 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 the Schedules is accurate as at the date the relevant Searches.

Yours faithfully

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Lawton Macmaster Legal

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SCHEDULE 1

PART I – TENEMENTS

Project	Tenement	Registered Holder/ Applicant	Prescribed Mineral	Grant Date (Expiry Date)	Area	Approved work program	Conditions and Exclusions	Land encroachments	Material Contracts
Paperbark	EPM14309	NorthernX Pty Ltd	All minerals other than coal	13/09/2005 (12/09/2022)	23 sub- blocks	The current approved work program for the tenement includes the following expenditure commitments: •Year 13 - $385,00 •Year 14 - $386,000 •Year 15 - $390,000 •Year 16 - $390,000 •Year 17 - $405,000	Conditions: •General Conditions Version 1. •Gregory Wild River PA Preservation Area 1. •Nominated Waterways a. No exploration within 50 lateral metres Exclusions: •All current mining claims, mineral development or mining leases at the time of lodgement	•ATP 1107 •Riversleigh, Yeldham and Kamarga Pastoral Leases •Endangered regional ecosystem1 •Strategic environmental area2 •Forest management area	NorthernX Heads of Agreement3 Teck Royalty Agreement Compensation Agreement – Yeldham Station Native Title Agreement – Waanyi Peoples
Etheridge	EPM27377	Indo Australis Pty Ltd	All minerals other than coal	21/05/2020 (20/05/2025)	7 sub- blocks	The current approved work program for the tenement includes the following expenditure commitments: •Year 1 – $18,480 •Year 2 - $5,520 •Year 3 - $8,000 •Year 4 - $31,830	Conditions: •Native Title Protection Conditions. Exclusions: •All current mining claims, mineral development or mining leases at the time of lodgement	•ML6781 •Rose Glen, Ropewalk, Big Reef and Robin Hood Pastoral Leases •Forest management area	Indo Australis Heads of Agreement

1 The EA for the permit will contain information as to how the Company can access and undertake activities on areas classed as endangered regional ecosystems.

2 The EA for the permit will contain information as to how the Company can access and undertake activities on areas classed as strategic environmental areas.

3 The transfer of EPM14309 to the Company is conditional upon the parties obtaining Ministerial Consent under the Mineral Resources Act. While this consent is yet to be forthcoming, we understand that indicative approval has been obtained.

Project	Tenement	Registered Holder/ Applicant	Prescribed Mineral	Grant Date (Expiry Date)	Area	Approved work program	Conditions and Exclusions	Land encroachments	Material Contracts
						•Year 5 - $9,280
	EPM27253	Indo Australis Pty Ltd	All minerals other than coal	10/12/2019 (09/12/2024)	4 sub- blocks	The current approved work program for the tenement includes the following expenditure commitments: •Year 1 - $6,160 •Year 2 – $7,880 •Year 3 - $6,640 •Year 4 - $11,040 Year 5 - $8,336	Conditions: •Native Title Protection Conditions. Exclusions: •Nil.	•ML3464, ML3483, ML3540 •Grazing land lease •Mount Sulliver and Sutherland Pastoral Leases •Forest management area	Indo Australis Heads of Agreement
	EPM27294	Indo Australis Pty Ltd	All minerals other than coal	23/12/2019 (22/12/2024)	2 sub- blocks	The current approved work program for the tenement includes the following expenditure commitments: •Year 1 - $3,080 •Year 2 – $3,000 •Year 3 - $4,000 •Year 4 - $4,040 •Year 5 - $4,200	Conditions: •Native Title Protection Conditions Exclusions: Nil.	•Mount Turner Pastoral Lease •Forest management area	Indo Australis Heads of Agreement
	EPM27295	Indo Australis Pty Ltd	All minerals other than coal	23/12/2019 (22/12/2024)	2 sub- blocks	The current approved work program for the tenement includes the following expenditure commitments: •Year 1 – $3,080	Conditions: •Native Title Protection Conditions Exclusions: •Nil.	•Mount Turner Pastoral Lease •Forest management area	Indo Australis Heads of Agreement

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Project	Tenement	Registered Holder/ Applicant	Prescribed Mineral	Grant Date (Expiry Date)	Area	Approved work program	Conditions and Exclusions	Land encroachments	Material Contracts
						•Year 2 - $3,000 •Year 3 - $4,000 •Year 4 - $4,040 •Year 5 - $4,200

						WA Tenements	WA Tenements
Project	Tenement	Registered Holder/ Applicant	Application Date	Area	2021 Minimum Annual Expenditure (reported expenditure)	2022 Minimum Annual Expenditure (reported expenditure)	Combined Reporting Group	Registered Encumbrances	Material conditions	Other Interests	Material Contracts affecting tenure
Lake Johnston	E63/2091	Rubix Resources Limited	08/04/2021	9008.21 Ha	N/A4	N/A	N/A	N/A	N/A	PNR 835– Proposed Nature Reserve – Dept of Parks & Wildlife – Conservation Commission of WA – 3.04%	Nil.
Collurabbie North	E1	Rubix R	221	19300.50 Ha	N/A6	N/A	N/A	N/A	N/A	N049460– Pastoral Lease Windidda – Aboriginal Corporation – Dept of Planning Lands & Heritage – 85.47%	Nil.
	38/366	esources Limited	30/03/0
	E38/3618	Rubix Resources	09/04/2021	15308.52 Ha	N/A7	N/A	N/A	N/A	N/A	N049460- Pastoral Lease Windidda –	Nil.

4 The minimum expenditure conditions will be applied upon grant.

5 Nature reserves are areas of land in predominantly untouched, natural condition, with high conservation value. Nature reserves are for wildlife and landscape conservation, scientific study and preservation of archaeological, historical or scientific interest. Mineral exploration and/or mining activities are subject to major restrictions and special conditions. Proposed nature reserves are those advanced by DBCA in a final or draft regional management plan, (e.g. Esperance and Recherche parks and reserves management plan).

6 The minimum expenditure conditions will be applied upon grant.

7 The minimum expenditure conditions will be applied upon grant.

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						WA Tenements	WA Tenements
Project	Tenement	Registered Holder/ Applicant	Application Date	Area	2021 Minimum Annual Expenditure (reported expenditure)	2022 Minimum Annual Expenditure (reported expenditure)	Combined Reporting Group	Registered Encumbrances	Material conditions	Other Interests	Material Contracts affecting tenure
		Limited								Aboriginal Corporation – Dept of Planning Lands & Heritage – 53.21%

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PART II – NATIVE TITLE CLAIMS AND ABORIGINAL HERITAGE

Native Title Claims

Tenement Number	NNTT Number	Federal Court Number	Application Name	Status	Determination Date
EPM14309	QCD2010/007	QUD6022/1999	Waanyi Peoples	Determined – native title exists in the entire determination area	09/12/2011
EPM27377	QCD2013/007 QCD2013/006	QUD6018/2001 QUD6009/1999	Ewamian People #3 Ewamian People #2	Determined – native title exists in the entire determination area Determined – native title exists in the entire determination area	26/11/2013 26/11/2013
EPM27253	QCD2013/007 QCD2013/006	QUD6018/2001 QUD6009/1999	Ewamian People #3 Ewamian People #2	Determined – native title exists in the entire determination area Determined – native title exists in the entire determination area	26/11/2013 26/11/2013
EPM27294	QCD2013/007	QUD6018/2001	Ewamian People #3	Determined – native title exists in the entire determination area	26/11/2013
EPM27295	QCD2013/007	QUD6018/2001	Ewamian People #3	Determined – native title exists in the entire determination area	26/11/2013
E63/2091	WCD2014/004	WAD6020/1998	Ngadju	Determined – native title exists in the entire determination area	21/11/2014
E38/3616	WCD2013/004	WAD6164/1998	Wiluna	Determined – native title exists in the entire determination area	29/07/2013
E38/3618	WCD2013/004	WAD6164/1998	Wiluna	Determined – native title exists in the entire determination area	29/07/2013

ILUAs

Tenement	ILUA Number	Short Name	Type	Details
EPM14309	Nil	N/A	N/A	N/A
EPM27377	QI2011/024	Ewamian Renison Exploration ILUA	Area Agreement	Private area agreement between Renison Consolidated Mines NL, Ewamian Native Title Party and the Ewamian Aboriginal Corporation registered 28/10/2011.
EPM27253	QI2011/024	Ewamian Renison Exploration ILUA	Area Agreement	As above
EPM27294	QI2011/024	Ewamian Renison Exploration ILUA	Area Agreement	As above
EPM27295	QI2011/024	Ewamian Renison Exploration ILUA	Area Agreement	As above
E63/2091	Nil	N/A	N/A	N/A

35

E38/3616	Nil	N/A	N/A	N/A
E38/3618	Nil	N/A	N/A	N/A

Aboriginal Heritage Information

		Queensland
Project	Tenement	Registered Aboriginal Site/s	Relevant Aboriginal Party
Paperbark	EPM14309	Nil	N/A
Etheridge	EPM27377	Nil	N/A
	EPM27253	DL:D70 – Artefact Scatter recorded 20 May 2003 and located at coordinates Latitude -18.284706 and Longitude 143.516676. DL:D70 – Artefact Scatter recorded 20 May 2003 and located at coordinates Latitude -18.282495 and Longitude 143.514535.	Ewamian People #3
	EPM27294	Nil	N/A
	EPM27295	Nil	N/A

		Western Australia
Project	Tenement	Registered Aboriginal Site/s	Other Heritage Places
Lake Johnston	E63/2091	1 registered Aboriginal site in mining tenement: ID: 17711 Name: Maggie Hays Ethnographic Site 3 Status: Registered Site Type: Mythological	No other heritage places in mining tenement
Collurabbie North	E38/3616	No registered Aboriginal sites in mining tenement	No other heritage places in mining tenement
	E38/3618	No registered Aboriginal sites in mining tenement	1 other heritage place in mining tenement: ID: 25677 Name: Old Windidda No 8 Bore Status: Lodged Type: Mythological

36

Annexure C – Independent Geologist's Report

page 112

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Independent Geologist Report

Prepared for

Rubix Resources Limited

Report Prepared by Luke Pickering

November 2021

Independent Geologist Report

i

Rubix Resources Limited

Independent Geologist Report–Paperbark, Etheridge, Lake Johnston and Collurabbie North Projects

4 November 2021 Project Number 21003

Independent Geologist

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Luke Pickering, Senior Consultant – Geology BSc (Hons, Geology) MAusIMM

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Table of Contents

Executive	Executive	Summary ............................................................................................... 9
1	Introduction ................................................................................................. 13
	1.1	Scope ..................................................................................................................13
	1.2	Compliance with JORC and VALMIN Code .......................................................13
	1.3	Data Sources ......................................................................................................13
	1.4	Site Visit ..............................................................................................................14
	1.5	Tenement Status Verification .............................................................................14
	1.6	Independence .....................................................................................................14
	1.7	Disclaimer and Warranty ....................................................................................14
	1.8	Competent Person Statement ............................................................................15
	1.9	Consent ..............................................................................................................16
2	Overview of Rubix Resources and its assets ........................................... 17
	2.1	Introduction to Rubix Resources ........................................................................17
	2.2	Company Strategy ..............................................................................................17
	2.3	Tenure ................................................................................................................18
3	Paperbark Project ....................................................................................... 19
	3.1	Location and Access ..........................................................................................19
	3.2	Tenure ................................................................................................................19
	3.3	Topography and Climate ....................................................................................19
	3.4	Cultural Heritage and Restricted Areas ..............................................................19
	3.5	Regional Geology ...............................................................................................21
	3.6	Local Geology .....................................................................................................22
	3.7	Exploration History..............................................................................................25
	3.8	Mineralisation ......................................................................................................27
	3.9	Copper Prospects - Grunter North and South Prospects ...................................28
	3.10	JB Prospect (Pb-Zn) ...........................................................................................29
		3.10.1 Exploration Target – JB Prospect ............................................................31
	3.11	Stonemouse Prospect (Zn) .................................................................................31
	3.12	Prospectivity and Exploration Recommendation ................................................32
4	Etheridge Project ........................................................................................ 34

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	4.1	Location and Access ..........................................................................................34
	4.2	Tenure ................................................................................................................34
	4.3	Topography and Climate ....................................................................................34
	4.4	Regional Geology ...............................................................................................35
	4.5	Mineralisation and Deposit Styles ......................................................................38
	4.6	Historical Exploration Summary .........................................................................41
	4.7	Mount Jack Sub-Project .....................................................................................43
		4.7.1 Local Geology ..........................................................................................43
		4.7.2 Exploration History ...................................................................................45
		4.7.3 Prospectivity and Exploration Recommendation .....................................47
	4.8	Durham Sub-Project ...........................................................................................47
		4.8.1 Local Geology ..........................................................................................47
		4.8.2 Exploration History ...................................................................................48
		4.8.3 Prospectivity and Exploration Recommendation .....................................50
	4.9	Carpentaria Sub-Project .....................................................................................50
		4.9.1 Local Geology ..........................................................................................50
		4.9.2 Exploration History ...................................................................................52
		4.9.3 Prospectivity and Exploration Recommendation .....................................52
	4.10	Pensioner Sub-Project ........................................................................................52
		4.10.1 Local Geology ..........................................................................................52
		4.10.2 Exploration History ...................................................................................52
		4.10.3 Prospectivity and Exploration Recommendation .....................................53
5	Lake	Johnston Project ................................................................................ 54
	5.1	Location and Access ..........................................................................................54
	5.2	Tenure ................................................................................................................54
	5.3	Topography and Climate ....................................................................................54
	5.4	Regional Geology ...............................................................................................54
	5.5	Local Geology .....................................................................................................55
	5.6	Mineralisation ......................................................................................................56
	5.7	Exploration History..............................................................................................57
	5.8	Exploration Potential ...........................................................................................57

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6	Collurabbie North Project ........................................................................... 59
	6.1 Introduction .........................................................................................................59
	6.2 Location, Access & Topography .........................................................................59
	6.3 Regional Geology ...............................................................................................60
	6.4 Local Geology .....................................................................................................60
	6.5 Previous Exploration ...........................................................................................61
	6.6 Exploration Potential ...........................................................................................62
7	Project Risks ............................................................................................... 64
	7.1 Mining Approvals, tenure and Permits................................................................64
	7.2 Exploration Risk ..................................................................................................64
	7.3 Resources & Reserve Risk .................................................................................64
	7.4 Processing Risk ..................................................................................................64
	7.5 Environmental Risks ...........................................................................................65
	7.6 Commodity Price Risk ........................................................................................65
	7.7 Development and Operations Risk .....................................................................65
8	Proposed Exploration Program ................................................................. 66
9	Conclusions ................................................................................................ 68
References ........................................................................................................... 69
Appendix A: JORC Code, 2012 Table 1 .............................................................. 73
	Paperbark Project .........................................................................................................73
	Etheridge Project ..........................................................................................................78
	Collurabbie North Project ..............................................................................................81
Appendix B: Paperbark Information ................................................................... 85
Appendix C: Etheridge Project Drill-hole Information ..................................... 105
Appendix D: Collurabbie NorthDrill-hole Information ..................................... 107
List	of Figures
Figure 1. Rubix Resources - Portfolio of Projects. .................................................. 17
Figure 2. Paperbark Tenement Location (source from Pursuit Minerals 2021). ..... 20
Figure 3. Regional Geologic Setting for the Paperbark Project (modified from Taylor et al.
2010). .................................................................................................................... 22

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Figure 4. Regional Stratigraphy and deposit settings. ............................................ 23
Figure 5. Paperbark Project – Local Geology with copper and zinc targets. ........... 25
Figure 6. Location of Prospects and Interpreted Cu-Zn Targets within EPM14309. 28
Figure 7. Copper Rock-chip and drilling intercepts. ................................................ 29
Figure 8. Location of historical drilling and significant zinc intercepts. .................... 30
Figure 9. Cross-section of the JB Deposit (source Pursuit Minerals). ..................... 30
Figure 10. Schematic MVT exploration model. Modified from Leach et al. 2010. .... 32
Figure 11. Etheridge Project – General Location & Access. ................................... 35
Figure 12. Etheridge Project – Regional Geology and major structures.................. 37
Figure 13. Generalised model for IRGD’s (Champion, 2005; modified from Thompson &
Newberry (2000), to include breccia pipe (Kidston, Qld: Baker & Andrew 1981) and granite
carapace (Timbarra, NSW: Mustard 2001) styles. .................................................. 39
Figure 14. Schematic cross-section of porphyry and epithermal mineral systems (Sillitoe,
2010). .................................................................................................................... 40
Figure 15. Mount Jack Sub-Project Geology and Prospects................................... 44
Figure 16. Mount Jack Sub-Project – Location of Drill holes and Rock Chips. ........ 45
Figure 17. Ropewalk Drilling locations by Southern Crown Resources Pursuit (ASX: SWR 19
February 2014). ..................................................................................................... 46
Figure 18. Oblique Section from the Ropewalk Drilling by Southern Crown (ASX: SWR 19
February 2014). ..................................................................................................... 46
Figure 19. Durham Sub-Project Geology and Prospects. ....................................... 48
Figure 20. Durham-Hibernia trend. Location of Drill holes and Rock Chips (after Beams et al.
2020). .................................................................................................................... 49
Figure 21. New Zealander-Lord Byron trend. Location of Drill holes and Rock Chips (Beams
et al. 2020). ............................................................................................................ 50
Figure 22. Carpentaria and Pensioner Sub-Projects Geology and Prospects. ........ 51
Figure 23. Pensioner historic geochemistry and costeans (Beams et al. 2020). ..... 53
Figure 24. Lake Johnston Project location and access. .......................................... 54
Figure 25. Lake Johnston Project – GSWA Regional 1:500K geology. ................... 55
Figure 26. Lake Johnston Project – Local Geology. ............................................... 56
Figure 27. Lake Johnston Project – Regional Magnetic Image and prospect locations.	57
Figure 28. Collurabbie North Project location and access. ..................................... 59

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Figure 29. Collurabbie North Project Geology with nickel occurrences. .................. 60 Figure 30. Collurabbie North Project – Regional Magnetic Image. ......................... 61 Figure 31. Collurabbie North - historical drill hole locations. ................................... 62 List of Tables Table 1. Proposed Exploration Expenditure Budget. .............................................. 11 Table 2. Proposed Mineral Tenement Licence Schedule. ...................................... 18 Table 3. Paperbark Mineral Tenement Licence Schedule. ..................................... 19 Table 4. Lithostratigraphy of the Paperbark Area. .................................................. 24 Table 5. Paperbark – Summary of Exploration History. .......................................... 26 Table 6. JB Prospect - Exploration Target. ............................................................. 31 Table 7. Etheridge Mineral Tenement Licence Schedule. ...................................... 34 Table 8. Characteristics of Intrusion Related Gold Deposits. .................................. 38 Table 9. Etheridge – Summary of Regional Exploration History. ............................ 41 Table 10. Exploration Expenditure Budget ............................................................. 66 Table 11. Exploration Expenditure Summary. ........................................................ 67

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Key Abbreviations

$ or AUD Australian Dollar AS Australian Standards AusIMM Australasian Institute of Mining and Metallurgy ha Hectare(s) JORC

2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, and Mineral Council of Australia

K Thousand km Kilometres(s) km[2] Square kilometre(s) M Million Mt Millions of tonnes Mineral Resource

A 'Mineral Resource' is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, quality, and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, quality, continuity, and other geological characteristics of a Mineral Resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated, and Measured categories .

Mtpa Ore Reserve

Millions of tonnes per annum

An'Ore Reserve' is the economically mineable part of a Measured and/or Indicated Coal Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include the application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

The reference point at which Reserves are defined, usually, the point where Ore is delivered to the processing plant must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.

Rubix Resources or Company

Rubix Resources Limited

t Tonne

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Executive Summary

Luke Pickering was engaged by Rubix Resources Limited ("Rubix Resources" or "Company") to prepare an Independent Geologist Report ("IGR" or "Report"). The IGR is to be included in a prospectus issued by the Company and dated on or about 5 November 2021 for an initial public offer of 22,500,000 shares at an issue price of $0.20 each to raise $4,500,000 (Minimum Subscription) and listing on the Australian Securities Exchange (ASX).

This Report has been prepared as a public document, in the format of an IGR and in accordance with the guidelines of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – the 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC).

The funds raised will be used to explore and evaluate the project areas in Queensland and Western Australia. This IGR details four principal project areas (Paperbark, Etheridge, Lake Johnston and Collurabbie North).

The Report is complete up to 4 November 2021. A draft of the technical component of the report was provided to Rubix Resources, along with a written request to identify any material errors or omissions before lodgement.

– – Paperbark Project (Zinc Copper Lead)

The Paperbark Project comprises one granted exploration licence (EPM 14309) and covers an area of 23 Subblocks (~75km[2] ). The Paperbark Project is located near the Gulf of Carpentaria, known as the 'gulf' district of northwest Queensland, Australia. The Paperbark Project is located approximately 215km north-northwest of Mount Isa and 25km southeast of the Century Mine in northwest Queensland.

The Paperbark Project sits in the world-class Mt Isa Superbasin base metal province, specifically the Lawn Hill platform subdivision which also hosts significant SEDEX style deposits such as McArthur River, Century and Walford Creek. The tenement is considered prospective to contain economic stratiform deposits of zinc with subordinate lead and copper as well as near-surface Mississippi Valley Type (MVT).

Located proximately 25km east of the Century Zinc Mine, the Paperbark Project has seen considerable past exploration since Newmont discovered the JB zinc-lead deposit in 1976. Dolomitic units within the Riversleigh Formation that outcrop over a significant portion of the exploration licence are cross-cut by two major northeast-trending faults (Grunter and Barramundi) and a series of second order faults creating mostly apparent offsets of the stratigraphy. The faults are interpreted as a first order structural control on mineralisation, as mineralisation primarily located adjacent to fault zones and at intersections of the faults within favourable lithological units.

The mineralisation observed at JB is considered similar in style to the Irish-Type and MVT deposits, and features like breccia collapse, intraformational dissolution and replacement cavity fill are observed over short intervals which contain significant zinc and copper mineralisation.

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Despite the long history of exploration, only one prospect, JB, has seen significant drilling with numerous other targets remain to be adequately tested. There is an opportunity for future exploration to focus on the structure and specifically target steeply plunging intersection shoots containing mineralisation that may have attractive mining economics due to higher grades despite having a small footprint in the plan area.

Etheridge Project (Gold)

The Etheridge Project comprises four granted exploration licences (EPM 27253, EPM 27294, EPM 27295 and EPM 27377) covering an area of 15 Subblocks (~49km[2] ) and is part of the Etheridge Goldfield which hosts gold mines such as Kidston, Canadian and Goldsmiths. The Project lies within the Georgetown mining district of northeast Queensland, situated approximately 350 km northwest of Townsville and 35km south of the town of Forsayth. The Georgetown region lies in the western part of the Forsayth Subprovince of the Proterozoic Etheridge Province of the North Australian Craton.

The Etheridge Project area is hosted within Proterozoic metasediments of the Lane Creek Formation, which has been intruded by various Mesoproterozoic granitoids. The Mount Jack tenement (EPM 27377) contains significant historic workings over a strike length of approximately 3.4km which were subject to periods of mining sporadically over the 1930’s and 1990’s. When exposed in the historical workings the main mineralised zone at Mount Jack strikes WNW-ESE and sips steeply to the southeast and is characterised by a zone of intense shearing, local brecciation and numerous anastomosing quartz veins.

Additional mineralisation within the Durham tenement (EPM 27253) was discovered early in the history of the Georgetown goldfield, with the first record of gold production recorded from as far back as 1879 associated with underground workings. The main mineralised trend associated with the historical Durham Mine trends NE and is hosted within porphyritic Forsayth Granite. The reef structure is characterised by narrow and discontinuous quartz veining and dips sub-vertically to the southeast and can be traced along strike for distances of 400-500m.The size of the historical mine development and the high gold grades all support further drilling at the Durham Trend & Golden Crown Prospects.

Extensions to prospective mineralised structures at Mount Jack and Durham have untested potential and may contain significant pods of gold mineralisation and high-grade ore shoots. These pods extend throught the EPM’s along the Mt Jack, and Durham structures and provide an exciting exploration opportunity for the Etheridge Project and is supported by historic rock chip, costeaning and drilling.

Lake Johnston Project (Nickel, Copper & PGE’s)

The Lake Johnston Project comprises one exploration licence application (ELA63/2091) which covers an area of 31 Sub-blocks (~63km[2] ) and is located approximately 105km west of Norseman and covers the large saltpans of Lake Johnston. The Emily Ann and Maggie Hays nickel projects lie to the west of Lake Johnston and is accessed by the via the gravel Hyden – Norseman Road.

The Lake Johnston tenements are located adjacent to the Archaean Lake Johnston greenstone belt and cover a portion of the Jimberlana Dyke. The Jimberlana Dyke transverses the tenement from east to west in the middle of the tenement. Previous exploration conducted over the Lake Johnston tenement has been limited to airborne geophysics and structural

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interpretations, however this has been useful to help delineate and model the Jimberlana Dyke. The prospectivity of post-tectonic dykes has been highlighted by recent discoveries within the Yilgarn of magmatic nickel and platinum-group elements (PGE’s) associated with dyke margins. Modelling of the historic wide-spaced airborne EM data within the Lake Johnston Project has revealed several strong bedrock conductors associated with dyke margins.

Collurabbie North Project (Nickel, Copper)

The Collurabbie North Project comprises two exploration licence applications (ELA 38/3616 and ELA 38/2618), covering a total area of 113 sub-blocks (~344km[2] ). The Collurabbie North Project is located approximately 220km east of Wiluna and 240km north of Laverton in the North Eastern Goldfields Province of Western Australia. The main access route is via the Gunbarrel Highway and Old Windidda Station access road.

The project is located near the northeast margin of the Yilgarn Craton within an interpreted collisional orogenic setting. The Collurabbie North Project is a greenfield exploration project with limited historical exploration activity. The geology of the Collurabbie North Project area can be broadly described as the northern extension of the Gerry Well Greenstone Belt, along strike to known Cu-Ni mineralisation such as at the Olympia Prospect and Collurabbie South.

The data assessment and interpretation of the magnetic data suggest the NNW, NW and NE trending structures are a favourable orientation for the mineralisation and provide further targets within the project area with several obvious structures that remain untested. The limited historical drilling identified prospective stratigraphy with high-MgO ultramafics (peridotites) and potentially prospective ultramafic units for hosting nickel and copper.

Summary

The Independent Geologist concludes that the Rubix Resources portfolio of projects presents exposure to an attractive range of grassroot and brownfield exploration opportunities. Further exploration and evaluation work is warranted on each of the Projects.

Rubix Resources' proposed exploration programme consists of exploration and drilling & resource evaluation phases. The Independent Geologist considers Rubix Resources' proposed greenfield and brownfield exploration strategy to be justified and appropriate for the tenements outlined in this report. A summary of the proposed exploration expenditure is shown in the Table 1 below.

Table 1. Proposed Exploration Expenditure Budget.

Project	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)
	Year 1	Year 2	Total
Paperbark Project	$550,000	$700,000	$1,250,000
Etheridge Project	$470,000	$530,000	$1,000,000
Lake Johnston Project	$20,000	$80,000	$100,000
Collurabbie North Project	$20,000	$80,000	$100,000
Exploration Expenditure	$1,060,000	$1,390,000	$2,450,000

The proposed budget allocations are considered consistent with the exploration potential of each project and are considered adequate to cover the costs of the proposed programmes. The budgeted expenditures are also considered sufficient to meet the minimum statutory expenditure on the Tenements.

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This Independent Geologist's Report has been prepared on information available up to and including 4 November 2021, and the author (Luke Pickering) is not aware of any material change to the Company's mineral interests since that date.

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1 Introduction

Luke Pickering was engaged by Rubix Resources Limited ("Rubix Resources" or "Company") to prepare an Independent Geologist Report ("IGR" or "Report"). The IGR is to be included in a prospectus issued by the Company and dated 5 November 2021for an initial public offer of 22,500,000 shares at an issue price of $0.20 each to raise $4,500,000 (Minimum Subscription) and listing on the Australian Securities Exchange (ASX).

The funds raised will be used to explore and evaluate the project areas in Queensland and Western Australia. This IGR details four principal project areas (Paperbark, Etheridge, Lake Johnston and Collurabbie North).

The Report is complete up to 4 November 2021. A draft of the technical component of the report was provided to Rubix Resources, along with a written request to identify any material errors or omissions before lodgement.

1.1 Scope

The purpose of this Report is to provide an independent assessment of the geology and technical risks associated with the Rubix Resources mineral assets and to assess the suitability of the proposed exploration and development programs.

This Report presents the following key technical information on the date of this Report:

• An overview of the geological setting of mineral assets and the associated mineralisation;

• Outline of the historical and recent exploration work undertaken;

• Exploration results reported in accordance with the terms and definitions of the JORC Code (2012);

• Independent geologist opinion on the exploration and development potential of the project;

• Summary of the key geological risks and opportunities; and

• Independent geologist opinion on the appropriateness of the budgeted work programs.

1.2 Compliance with JORC and VALMIN Code

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 Reporting of Technical Assessments and Valuations of Mineral Assets – the 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC).

1.3 Data Sources

Luke Pickering has based its review of the projects on the information made available to the author by Rubix Resources along with technical reports prepared by consultants, government agencies and previous tenements holders, and other relevant published and unpublished data. Luke Pickering has also relied upon discussions with Rubix Resources' management for the information contained within this assessment. This Report has been based upon information available up to and including 4 November 2021.

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Luke Pickering has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy, and completeness of the technical data upon which this Report is based. Unless otherwise stated, information and data contained in this technical report or used in its preparation have been provided by Rubix Resources in the form of documentation.

Rubix Resources was provided with a final draft of this Report and requested to identify any material errors or omissions before its lodgement.

Descriptions of the mineral tenure, tenure agreements, encumbrances and environmental liabilities were provided to Luke Pickering by Rubix Resources or its technical consultants. Rubix Resources has warranted to Luke Pickering that the information provided for the preparation of this Report correctly represents all material information relevant to the Project. Full details on the tenements are provided in the Solicitor's Report on Tenements elsewhere in the Prospectus.

1.4 Site Visit

Luke Pickering did not consider that a site visit was warranted. It was considered that a site visit would not reveal information or data material to the outcome of this Report due to the early nature of the projects. The Independent Geologist is satisfied that sufficient current information is available to allow an informed evaluation to be made without an inspection.

1.5 Tenement Status Verification

Luke Pickering has not independently verified the status of the tenements referred to in this report as set out in the Tenement Schedule in this report, which is a matter for independent tenement experts. The details of the legal ownership of the mineral assets are dealt with in the Solicitor's Report within the Prospectus.

1.6 Independence

Rubix Resources commissioned this Report on a fee-for-service basis according to Luke Pickering's schedule of rates. Luke Pickering's fee is not contingent on the outcome of the IPO.

The Independent Geologist has no beneficial interest in Rubix Resources or the mineral assets reviewed in this Report. Further, Luke Pickering has not previously reviewed these mineral assets. Luke Pickering's relationship with Rubix Resources is solely one of the professional associations between a client and an independent consultant.

1.7 Disclaimer and Warranty

The statements and opinions in this report are given in good faith and believe that they are not false or misleading. The conclusions are based on the reference date of 4 November 2021 and could alter over time depending on exploration results, mineral prices, and other relevant market factors.

For the purposes of the ASX Listing Rules, Luke Pickering is responsible for this IGR as part of the Prospectus and declares that it has taken all reasonable care to ensure that the information contained in this IGR is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import and that no material change has occurred from 4 November 2021 to 5 November 2021(the Publication Date) that would require any

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amendment to the IGR. Luke Pickering consents to the inclusion of this IGR and reference to any part of the report in the Prospectus.

This Report was commissioned to Rubix Resources on a fee-for-service basis on the prescribed schedule of rates. Luke Pickering's fee is not contingent on the outcome of its statement or the success or failure for the purpose for which the Report was prepared.

A draft section of the Report containing the technical and project description was provided to Rubix Resources for comment in respect of omissions and factual accuracy. As recommended in Section 39 of the VALMIN Code, Rubix Resources has provided Luke Pickering with an indemnity under which is to be compensated for any liability and/or any additional work or expenditure, which:

• results from the authors reliance on information provided by Rubix Resources and/or independent consultants that are materially inaccurate or incomplete; or

• relates to any consequential extension of workload through queries, questions or public hearings arising from this Report.

The conclusions expressed in this Report are appropriate as of 4 November 2021. The Report is only appropriate for this date and may change in time in response to variations in economic, market, legal or political factors, in addition to ongoing exploration results. Luke Pickering is not liable to update the Report upon a change to any of the factors mentioned above or exploration results.

1.8 Competent Person Statement

The information in this Report that relates to Exploration Results and the Exploration Targets are based on, and fairly represents, information and supporting documentation compiled by Mr Luke Pickering, BSc (Hons) Geology, and is a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Pickering has sufficient experience that is relevant to the Technical Assessment of the Mineral Assets under consideration, the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Practitioner as defined in the 2015 Edition of the "Australasian Code for the public reporting of technical assessments and Valuations of Mineral Assets", and as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves".

Mr Pickering consents to the inclusion in this Report of the matters that are based on and fairly represent information and supporting documentation prepared by him in the form and context in which it appears.

==> picture [109 x 28] intentionally omitted <==

Mr Luke Pickering, BSc (Hons), MAusIMM Senior Consultant – Geology

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1.9 Consent

Luke Pickering consents to this report being distributed, in full, in the form and context in which it is provided and provides consent on the understanding that the assessment expressed in the individual sections of this report will be considered with, and not independently of, the information set out in full in this report.

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2 Overview of Rubix Resources and its assets

2.1 Introduction to Rubix Resources

Rubix Resources Limited (Rubix Resources or the Company) is an unlisted mineral exploration company incorporated with its headquarters in Perth, Western Australia. Rubix Resources has built a diverse portfolio of exploration projects in Queensland and Western Australia. Rubix Resources is focused on the exploration of copper, gold, nickel, lead and zinc. Their projects are located in the Proterozoic Earaheedy Basin and Archaean Western Gniess Terrane of the Yilgarn Craton (Western Australia), and the Proterozoic Lawn Hill Platform and Georgetown Inlier of Northwest Queensland.

2.2 Company Strategy

The Company is now seeking to list on the ASX to fund the future evaluation and assessment of the exploration projects. Rubix Resources' initial exploration focus is directed predominately towards gold and base metals (copper, nickel, lead and zinc) in the established mineral districts of Queensland and Western Australia (Figure 1). The four exploration assets are:

• Paperbark;

• Etheridge;

• Lake Johnston and

• Collurabbie North.

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Figure 1. Rubix Resources - Portfolio of Projects.

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Rubix Resources plans to increase shareholder value by spending up to approximately A$2.45 million from the funds raised under the Prospectus on an intensive exploration program over the two years following listing. The Company has identified several targets on which it will commence immediate work following listing. During the first 12 months, the Company will use the new exploration data collected to identify and rank the development priorities for the Company. Also, the Company will continually assess strategic corporate opportunities that may have the potential to create additional value for all Shareholders.

2.3 Tenure

The tenement packages being owned or to be acquired by Rubix Resources are detailed in Table 2. Five (5) of these Exploration Licences are already granted, while three (3) are in the application stage.

Table 2. Proposed Mineral Tenement Licence Schedule.

Project	Tenement	Holder	Status	Grant Date	Expiry Date	Sub- Blocks	Next Year Commitment ($)	Annual Rent ($)
Paperbark	EPM 14309	NorthernX PtyLtd	Granted	13/09/2005	12/09/2022	23	405,000	3857
Etheridge	EPM 27377	Indo Australis Pty Ltd	Granted	21/05/2020	20/05/2025	7	5,520	1174
	EPM 27253		Granted	10/12/2019	9/12/2024	4	6,640	671
	EPM 27294		Granted	23/12/2019	22/12/2024	2	4,000	335
	EPM 27295		Granted	23/12/2019	22/12/2024	2	4,000	335
Lake Johnston	E 63/2091	Rubix Resources	Applied, 8 April 2021			31	N/A	N/A
Collurabbie North	E 38/3616	Rubix Resources	Applied, 30 March 2021			63	N/A	N/A
	E 38/3618		Applied, 9 April 2021			50	N/A	N/A

Further details regarding the status of these tenements are included in the Solicitor's Report in the Prospectus.

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3 Paperbark Project

3.1 Location and Access

The Paperbark Project is located near the Gulf of Carpentaria, known as the 'gulf' district of Northwest Queensland, Australia, and is located approximately 215km north-northwest of Mount Isa and 25km southeast of the Century Mine in northwest Queensland. The Project consists of one exploration permit (EPM14309), and access to the property is via Riversleigh ‐ Station, from the Riversleigh Lawn Hill Road and via using local station tracks.

3.2 Tenure

The project consists of one exploration permit (EPM14309) presently registered in the name of NorthernX Pty Limited but which has been acquired by Rubix (Table 3). The Project's location is illustrated in Figure 2.

Table 3. Paperbark Mineral Tenement Licence Schedule.

Tenement	**Area (km2) **	Subblocks	Holder	Grant	Expiry
EPM14309	75	23	NorthernX Pty Ltd	13/09/2005	12/09/2022

3.3 Topography and Climate

Topography at Paperbark is characterised by Riversleigh formation outcrops forming a series of small rolling hills that average vertical distance from valley to the ridge in the order of 50m.

The principal land use in the Project area is cattle grazing. The climate of northwest Queensland is semi-arid, characterised by hot, humid summers and hot, dry winters. The average maximum temperature of 37[°] C occurs in December, while July has average temperatures of 26[°] C.

3.4 Cultural Heritage and Restricted Areas

The Waanyi Peoples hold the native title for land in which the Paperbark Project lies. At the time of writing, the relationship with the Waanyi People is believed to be in good standing. Future exploration campaigns will need cultural clearances to ensure cultural heritage impacts are minimised and acceptable to the native title holders.

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Figure 2. Paperbark Tenement Location (source from Pursuit Minerals 2021).

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3.5 Regional Geology

The Paperback Project is located within the Lawn Hill Platform, which is part of the Western Fold Belt within the Mt Isa Inlier. The Lawn Hill Platform consists of moderately deformed Proterozoic sediments and volcanic rocks, subsequently covered by extensive Mesozoic and Cenozoic sediments. Most Proterozoic carbonate dominant sediments of the Lawn Hill Platform belong to the McNamara Group, which unconformably overlays the Yeldham Granite and Kamarga volcanic suite. Important members of the McNamara group are detailed below.

The Lady Loretta Formation and Shady Bore Quartzite outcrop about the Ploughed Mountain anticline and extend under cover into the Paperbark Project area. The Lady Loretta Formation consists of variably dolomitic, thinly bedded to laminated siltstones, shales and sandstones. The Shady Bore Quartzite consists of flaggy and massive orthoquartzites and fine-grained sandstone, with occasional siltstone and dolomitic siltstone interbeds.

The Riversleigh Siltstone consists of poorly outcropping, thinly laminated deep-water shales and siltstones, with laterally persistent packages of turbiditic sandstones. In an area of the good outcrop, the Riversleigh siltstone dominates the landscape forming prominent folded ridges crosscut by northeast to north-west trending faults. The formation has a maximum thickness of 2900m in the southern Lawn Hill region and thins to 800m in the north.

A wide range of paleo-environments is interpreted for the facies of the Riversleigh Siltstone, with the reconstruction being well accepted. They suggest a tidal-flat, intertidal literal zone with some deeper water facies for various sandstone units within the Riversleigh Siltstone. The siltstones were likely deposited in subtidal marine settings in the range of storm and fairweather current activity. It is suggested more carbonaceous and finer-grained parts of the Riversleigh Siltstone were suggestive of deeper water, euxinic environments. The Riversleigh Formation hosts two known mineral occurrences at Grevillea and Flat Tyre (approximately 5km northeast of Century Mine).

Four folding events are recognised over the Lawn Hill Platform, and of those, the regional D2 macroscopic folding with axes trending northeast-southwest or north-south are most common. The D2 event is considered coeval with deformation and metamorphism in the Mount Isa Inlier. It is likely, at least in part, that the Kamarga Dome was formed during D2 with later northwest-southeast striking interference folds and faulting, further influencing the current organisation of the local geology.

Figure 3 shows the regional geology surrounding the Project area, with major tectonostratigraphic subdivisions and important base metal mines and mineral occurrences. It provides a broader context of the wider geological and tectonostratigraphic setting with regard to major basins and metamorphic inliers.

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Figure 3. Regional Geologic Setting for the Paperbark Project (modified from Taylor et al. 2010).

3.6 Local Geology

Proterozoic basement rocks belonging to the McNamara Group sediments at Paperbark are well exposed. Geological mapping by previous tenement holders has contributed to the understanding of the distribution of various units recognised, including:

• Torpedo Creek Quartzite (orthoquartzite and conglomerate);

• Gunpowder Creek Formation (dolomitic, feldspathic fine-grained sandstone-siltstone);

• Paradise Creek Formation (stromatolitic, dolomitic siltstone);

• Esperanza Formation (stromatolitic chert, sandstone and dolomitic siltstone);

• Lady Loretta Formation (laminated, stromatolitic siltstone and shale);

• Shady Bore Quartzite (orthoquartzite, fine dolomitic sandstone); and

• Riversleigh Siltstone (carbonaceous siltstone, shale and sandstone).

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In general, the sediments dip moderately (30 degrees) to the southwest, and all units are potential hosts for base metal mineralisation. The stratigraphic columns and major deposits of the Lawn Hill area are presented below in Figure 4.

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Figure 4. Regional Stratigraphy and deposit settings.

The package of rocks is crosscut by two significant northeast-trending faults (named the Grunter and Barramundi), with a series of second-order faults splaying off the main structures. The faults form an anastomosing array that produces up to 7km of strike-slip apparent displacement with a mostly dextral sense of shear in places, however, locally some sinistral offsets can be observed.

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The faults are a clear control on mineralisation as elevated metal values are localised along them and in favourable horizons within the sediments where they are intersected by fault planes. The type of mineralisation is a replacement, epigenetic/hydrothermal of similar character to Mississippi Valley Type (MVT) and Irish-Type mineralisation. Dissolution textures, cavity fill and solution collapse breccia, typical for this style are well developed within the lime-rich and dolomitic host rocks, including evaporites. The following lithologies are observed within EPM14309, and descriptions are adapted from the Geoscience Australia website (Table 4 and Figure 5):

Table 4. Lithostratigraphy of the Paperbark Area.

Symbol	Unit Name	Description
m	Undifferentiated Mesozoic	Pebbly quartz sandstone, quartz sandstone, sandy siltstone and siltstone
Pmf	Termite Range Fm	Quartzwacke, sandstone, siltstone, fine sandstone, lithic greywacke.
Pmr	Riversleigh Siltstone	Laminated siltstone, feldspathic sandstone, dolomite.
Pms	Shady Bore Quartzite	White flaggy to massive, medium orthoquartzite and fine sandstone; siltstone and dolomite beds
Pml	Lady Loretta Fm	Thinly bedded to laminated intraclastic and stromatolitic dolomite, interbeds of dolomitic siltstone and fine sandstone.
Pmz	Esperanza Fm	Stromatolitic chert, siltstone, sandstone, dolomite.
Pmx	Paradise Creek Fm	Laminated and stromatolitic dolomite, dolomitic siltstone and sandstone: minor chert.
Pmo	Mount Oxide Chert	Greylaminated chert.
Pmwc	Gunpowder Creek Fm	Dolomite, dolomitic siltstone, oolitic dolomite, dolomitic sandstone, carbonaceous siltstone and fine sandstone.
Pmwb		Ferruginous arkosic sandstone, minor conglomerate, siltstone, stromatolitic dolomite.
Pmwa		Micaceous siltstone, pyritic carbonaceous shale, siltstone and sandstone; graded beddingcommon.
Pmp	Torpedo Creek Quartzite	Massive to blocky, medium sandstone; conglomeratic, particularly near base;malachite stainingcommon.
~~~~~unconformity~~~~~
Pgy	Yeldham Granite	Muscovite-bearing leucoadamellite.
Pas	Kamarga Volcanics	Undifferentiated feldspathic and conglomeratic sandstone (usually interbedded with Pav).
Pas5		Interbedded arenaceous and argillaceous sediments
Pas4		Interbedded argillites and basalt
Pas3		Medium to coarse-grained arenaceous sediments
Pas2		Interbedded argillites and basalt
Pas1		Medium to coarse-grained arenaceous sediments
Pav		Vesicular, amygdaloidal and massive basalt flow breccias common.

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Figure 5. Paperbark Project – Local Geology with copper and zinc targets.

3.7 Exploration History

The wider area has seen significant exploration during the 1970s, 1980s and 1990s by several companies, including Newmont, WMC, CRA, North Mining, Coolgardie Gold and MMG. Detailed exploration over the years has included but is not limited to detailed field mapping, surface sampling of lag, soil sampling, colluvium sampling, bulk and fractionated stream sediment sampling, rock chip sampling, geophysics, and RAB, RC and diamond drilling. The previous exploration at conducted over the Paperbark tenement and key events have been summarised in Table 5.

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Table 5. Paperbark – Summary of Exploration History.

Year	Operator	Exploration Activity
1974- 1976	Newmont- ICI-Dampier	Follow up of regional stream sediment sampling and prospecting identified Pb-Zn anomalism at the JB Zinc Deposit and Cu anomalism at the nearby B1 prospect. Soil sampling and wide-spaced magnetics, 17.2 line-km of IP. Shallow percussion fences over Cu and Pb-Zn surface anomalies gave moderate bedrock anomalism in a weathered zone. Difficult drilling conditions hampered progress. Completion of two diamond drillholes (KD1- 2) testing surface Pb-Zn elevated geochemistry. KD1 was abandoned, and KD2 intersected elevated Pb-Zn in an oxidised zone.
1976- 1977	CRA	Detailed auger and rock chip sampling at JB Zinc Deposit defined two main zones of Pb-Zn anomalism (Anomaly 1 and 2). Six costeans defined coherent highly anomalous units of ferruginous dolomitic siltstones and dolomitic arenites. Two 400m deep DDH (WC1-2) were completed to test the elevated geochemistry for no significant mineralisation. The correlation of stratigraphy is reported as being problematic. Completion of KD3, designed to test possible facies changes – intersected wide intervals of low- grade Pb-Zn mineralisation and can be regarded as discovery hole at JB.
1977- 1982	Newmont- CRA-ICI	Completion of a major phase of drilling at JB (KD4-18) defined significant zones of stratiform and breccia hosted Pb-Zn mineralisation adjacent to the Bream Fault. Although narrow high-grade intervals were intersected, the general tenor of mineralisation was between 2-3% Zn. An orientation survey using EM fails to respond to known mineralisation (low Fe sphalerite). Further evaluation of JB Zinc Deposit - no economic intersections. Circa 1980 focus shifted to a regional evaluation of other stratigraphic units under areas of sediment cover. Extensive aeromagnetic and INPUT (Induced Pulse Transient system) for 1700 line-km, followed by drilling of 9 geophysical anomalies in areas of cover by percussion drilling, failed to explain conductors.
1982- 1984	Aquitaine- CRA-ICI	Aquitaine became the exploration managers after Newmont withdrew. Exploration focused on the Lady Loretta Formation under areas of cover. Reinterpretation of INPUT with ground definition using Crone PEM. Drill testing of several anomalies encountered pyrite but no base metal sulphides. All anomalies outside of current EPM Areas relinquished, and no significant work carried out for several years.
1991- 1994	MIM	Re-evaluation of previous Newmont/CRA work at JB and reinterpretation of regional geochemistry. Anomaly 1 area at JB renamed Stonemouse and interpreted as a possible extension of JB system. Time-domain IP survey, geological mapping. Percussion drilling program (BB series) intersected elevated base metals but reported 'no coherent mineralisation'. Deep diamond drilling to test down-dip projection of JB horizon failed to intersect significant mineralisation (BB001 to BB003). Regional geochemical soil sampling on nominal 1x1km spacing.
1994- 1996	North-MIM	North as operators conducted systematic regional traversing, mapping and lag geochemistry identified additional prospects. Airborne geophysics for 1800-line km of QUESTEM EM, radiometrics and magnetics flown – 9 areas of interest identified mainly under cover. Grid-based follow-up of a range of geochemical, geological and geophysical anomalies with ground EM, soil sampling and numerous RC holes.
1996- 2003	MIM	North withdraw, and MIM reverts to operators. Drilling carried out on Fox for no significant results. Active field work ceased around 1999, and no further significant work was carried out and permit relinquished by MIM in 2003.
2005- 2010	Teck- Cominco-	Permit granted in mid-2005 to Teck Australia and immediately transferred to Copper Strike. Compilation of historical data with the aid of GeoDiscovery Consulting in Brisbane. Completion of three diamond drillholes in 2008, one

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Year	Operator	Exploration Activity
	Copper Strike	into the JB Zinc Deposit (KD019) and two into a geochemical anomaly along strike from Stonemouse (KD020, KD021). KD020 failed to reach depth and was re-drilled as KD021. KD019 intersected 22m @ 5% Pb-Zn. KD021, not assayed despite logging vugh fill and disseminated sphalerite and galena. KD022 was completed to follow up mineralisation in KD019 returned low grades. Withdrawal of Copper Strike from the JV, reversion of Teck to exploration management
2010	Teck- Cominco	Data compilation, review, and new JV partner negotiation.
2011- 2014	RMG Limited	Data validation, digitising of historical data sets. Recovery geophysical data for reprocessing, including Questem VTEM, radiometrics and magnetics. Acquisition of World-View 0.5m resolution imagery and ASTER imagery. Geological mapping at JB, B1, Triangle, Stonemouse prospects. Regional soil sampling on a 400m by 50m grid and rock chip sampling. Identification of JE, JP, as additional Mississippi Valley Type Zinc targets for drilling and Fox soil anomaly as a Zn-Cd-Mn-Tl target, geochemically different to the JB- JE-JP zinc system. IP survey at JE zinc target. Native Title Heritage clearances for drill sites and access routes Diamond drilling at JB Zinc Deposit (JB001 – JB023A, 23 drillholes for 5,774m). Diamond drilling at Triangle prospect (TR001 – TR003, 3 diamond holes for 835m). Mining studies at JB, including resource modelling, metallurgical test work and open-pit optimisation at JB.
2015	RMG Limited	Acquisition and interpretation of pseudo-stereo images of pan-sharpened of satellite data including ALOS, ASTER and DEM at a scale of 1:50,000. Integration of satellite data with geophysical imagery from the Questem radiometric and aeromagnetic data.
2016	Teck	An intensive review of the Project including a validation and digitalisation of data.
2017- 2018	Pursuit	Rock chip sampling and a 9-hole drilling program.

3.8 Mineralisation

The long history of exploration (over 40 years) at Paperbark has generated numerous basemetal targets and prospects; JB Zone, Stonemouse, Devils Gossan, B1, Fox Anomaly, Blood n Guts, Anomaly 2, Anomaly 279, Black Hills, Mt Panorama, Main EM Anomaly, Enigma Hill and Bloodwood East, East Paradise, Tasman and Therma (Figure 6). All of the previously mentioned prospects have been drill tested to some extent (possibly with the exception of East Paradise), usually with multiple holes using varying combinations of RAB, RC and diamond drillholes.

Low-grade mineralisation occurs in several locations within the Project area, with the most advanced prospect being the JB Zone. The JB Zone is the most advanced prospect within the tenement and is thought to be MVT-style mineralisation, characterised by collapse breccias, open-space filling, replacement and veins within dolomites of the Gunpowder Creek Formation adjacent to the Bream Fault. Elsewhere at Paperbark, base-metal mineralisation is associated with veining and intraformational solution collapse breccias related to evaporitic dolomites, often within the Gunpowder Creek Formation and localised along the splay faults.

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Figure 6. Location of Prospects and Interpreted Cu-Zn Targets within EPM14309.

A number of these prospects have already been identified (JE and others) due to their proximity to first and second order structures. Each of the splay fault/formation intersection zones has the potential to host base metal mineralisation of a similar to that observed at the JB Zone. In general, base-metal prospectivity is considered higher with proximity to the major Barramundi and Grunter faults. This is due to the greater distance mineralising fluids need to travel from the interpreted main fault zones and primary fluid conduits. There is also potential for deeper first order structures to occur parallel to the Grunter and Barramundi faults increasing the prospectivity of prospects such as JE, Stonemouse and Fox.

3.9 Copper Prospects - Grunter North and South Prospects

Rock chip sampling by Pursuit identified copper as the dominant base-metal at the Grunter North and South Prospect, and collected 82 rock chip samples in 2017. Eighteen samples returned values greater than 1% copper and defined a relatively continuous horizon of copper oxide mineralisation within the Lady Loretta Formation over 900m of strike (Figure 7).

Potential for copper mineralisation should be followed as only two drillholes (PB02-17 and PB0818) were drilled at Grunter North Prospect by Pursuit.

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Figure 7. Copper Rock-chip and drilling intercepts.

Historical drilling at Grunter South Prospect has delivered 2m @ 1.45% Cu from 167m (Drill hole KD16), 2m @ 1.23% Cu from 86m (BLBPS262) and 2m @ 1.06% Cu from 22m (BB202). The 17 strike-km of copper anomalism at Grunter South Zone has not been drill tested recently. Rock chip sample locations and significant results are given in Table 1 of Appendix B while all drill collar location and significant copper results (>0.3% Cu) are included in Table 3 and Table 4 of Appendix B respectively.

3.10 JB Prospect (Pb-Zn)

A nine-hole diamond drilling campaign was completed by Pursuit during the 2017-2018 period, for a total of 2,627m. Drilling conducted by Pursuit primarily focused on understanding the potential to expand the existing mineralisation at the JB and JE Zones, and determine the potential size of the mineralising system.

• Results suggest that the JB and JE Zones may form part of one larger mineral system.

• Drill hole PB05-18 at the southern edge of the JE Zone intersected zinc and lead mineralisation over a 53m down hole interval from 201m.

• Drill hole PB07-18 intersected a 91m down hole interval of zinc and lead mineralisation from 122m.

Significant assays (>3% Zn+Pb) from the Pursuit drilling include:

• PB01-17: 13m @ 3.57% Zn+Pb from 286m including 3m @ 5.4% Zn+Pb from 296m at JB Zone.

• PB01-17: 1m @ 16.6% Zn+Pb from 252m at JB Zone

• PB05-18: 2m @ 3.36% Zn+Pb from 221m at JE Zone

• PB07-18: 2m @ 3.99% Zn+Pb from 130m at JB Zone

• PB07-18: 5m @ 3.16% Zn+Pb from 168m at JB Zone

• PB07-18: 3m @ 5.05% Zn+Pb from 209m at JB Zone

• PB09-18: 7m @ 0.33% Cu from 151m at JB Zone.

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Figure 8. Location of historical drilling and significant zinc intercepts.

Drill collar locations and significant drilling results (>3% Zn+Pb) are summarised in Table 3 and Table 5 of Appendix B respectively.

A mineral resource geological model was prepared by Mr Simon Tear of H&S Consultants Pty Ltd in 2012 based on historical drilling by RMG (2011) – 16 diamond drill holes and 5 reverse circulation drillholes, and CRA (1978-80) – 10 diamond drill holes (Figure 9). For further details, please refer to Pursuit ASX announcement of 24 April 2018.

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Figure 9. Cross-section of the JB Deposit (source Pursuit Minerals).

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A cut-off grade of 1.5% Zn was used in the mineral resource estimate. In the Independent Geologist’s opinion, the cut-off grade used may not be sufficient to satisfy reasonable prospect for eventual economic extraction. As such, the mineral resource has been downgraded to an exploration target for the purpose of this Independent Geologist Report.

Subsequently, Pursuit completed two diamond drill holes (PB01-17 and PB07-18) during the 2017-2018 period and conducted metallurgical test work from a composite sample from the mineralised intercept in PB01-17. The metallurgical testing of PB01-17 utilised a heavy liquid separation (HLS) with a fluid density of +2.9 kg/dm[3] and a crush size of P100 8mm, 85.4% of the contained zinc reported to the HLS fraction, with an increase in the zinc concentrate grade to 17.5% (refer to ASX: PUR announcement 1 February 2018).

3.10.1 Exploration Target – JB Prospect

An Exploration Target was estimated based on a review of the previous exploration work undertaken, as detailed in section 3.10. Exploration Target was estimated by reporting tonnages between two-grade cut-off ranges, the lower at 3% Zn and the upper at 2% Zn. No assumed minimum thickness or other constraints were used to estimate the Exploration Target. This Exploration Target takes into consideration the natural variation of the zinc grade. A summary of the Exploration Target is presented in Table 6.

Table 6. JB Prospect - Exploration Target.

Range	Zinc Cut-off Grade (%)	Material (Mt)	Zn %	Pb %	Ag g/t
Lower	3.0	5.0	5.0	0.4	2.0
Upper	2.0	15.0	2.7	0.2	1.0

Note. The potential quantity and grade of the Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource in this area. It is uncertain if further exploration will result in the estimation of a Mineral Resource.

Being conceptual in nature, the Exploration Target are expressed as a tonnage and grade range and takes no account of geological complexity, possible mining method or metallurgical recovery factors. The Exploration Target was estimated in order to provide an assessment of the potential scale of exploration at JB Prospect. The Company intends to test the Exploration Target with further drilling over the next 12-month period.

3.11 Stonemouse Prospect (Zn)

An anomalous zinc and lead mineralisation zone and alteration at the surface was defined over a 500m strike length at the Stonemouse Prospect based on a rock chip sampling program of 23 samples in 2017. Rock chip locations and results is given in Table 2 of Appendix B.

Significant historical drilling results includes 4m @ 8.5% Zn+Pb from 428m (BB001) and 2m @ 10.9% Zn+Pb from 144m (BB218). One drill hole (PB04-17) was drilled by Pursuit in 2017. Drill collar locations and significant assays are included in Table 3 and 4 of Appendix B.

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3.12 Prospectivity and Exploration Recommendation

Previous exploration focused on the stratiform mineralisation within sedimentary rocks analogous to the Century Pb-Zn deposit. It is highly likely that the discovery and proximity of the giant stratiform Century deposit influenced exploration programs to focus on stratiform mineralisation. Stratiform mineralisation similar to Century remains a high priority exploration objective in the Project area, although there are also multiple locations where faults intersect favourable stratigraphy, which are considered high priority targets for MVT-style mineralisation similar to that delineated at the JB Zone.

Structural modelling of faults and stratigraphy will be key to effective exploration targeting and drill hole design. This can be achieved by remote sensing geophysical methods which can detect mineralisation associated with significant iron sulphides and/or marcasite haloes by induced polarization (IP) and ground electromagnetic (EM) methods (Paradis et al. 2007, Leach et al. 2010). For mineralisation which have minimal, or no iron sulphides IP and EM methods may not be useful for defining geophysical targets, however magnetic surveys may be utilised to determine and interpret primary depth to basement, basement structures and prospective fluid conduits.

At the Grunter North Prospect, the large area of anomalous copper near surface was found but with limited success in a single drill hole drilled by Pursuit to identify a substantial body of copper sulphide mineralisation at depth. Within prospective basins anomalous base metal geochemistry and/or sub-economic mineralisation may extend for kilometres, however vectoring towards main mineralised is still possible. A schematic regional exploration model for MVT style mineralisation is shown in Figure 10.

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Figure 10. Schematic MVT exploration model. Modified from Leach et al. 2010.

Further exploration on the Paperbark Project is technically justified to investigate the following:

• Magnetic surveys and review of existing magnetic datasets to interpret and delineate new primary basement faults which may be proximal to areas of concealed mineralisation.

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• Compilation of historic drilling and surface geochemistry to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Litho-structural modelling of interpreted faults to highlight coincident areas of faulting and prospective lithologies.

• Testing potential extensions to the south and east mineralisation at the JB Zone.

• Drill testing the JE Zone zinc mineralisation and also target areas from litho-structural modelling.

• Providing further metallurgy for zinc mineralisation from the JB Zone prospect for additional Heavy Liquid Separation test work.

• Vectoring and determining the geochemical signature of the Grunter copper anomaly.

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4 Etheridge Project

4.1 Location and Access

The Etheridge Project is located in the Etheridge Goldfield of the Georgetown Inlier in north Queensland, Australia, and occurs as four small non-contiguous tenements located south and west of Georgetown, approximately 280km west-southwest of Cairns and 360km northwest of Townsville. Access to the area is via the Gulf Development Road from Cairns, or via the Gregory Highway from Townsville.

Access to the tenement is via the main Georgetown-Croydon Road or the GeorgetownForsayth Road and thence by graded shire roads and unformed station tracks requiring 4WD creek crossings. During the wet season, the numerous creeks and boggy ground can prevent access to many areas.

4.2 Tenure

The Project consists of four granted exploration permits (EPM27253, EPM27294, EPM27295 and EPM27377) which are currently held by Indo Australis Pty Limited, which will be acquired by Rubix upon listing (Table 7). The Project's location is illustrated in Figure 11.

Table 7. Etheridge Mineral Tenement Licence Schedule.

Tenement	Prospect	**Area (km2) **	Subblocks	Holder	Grant	Expiry
EPM27377	Mount Jack	22.7	7	Indo Australis Pty Ltd	21/05/2020	20/05/2025
EPM27253	Durham	13.0	4		10/12/2019	09/12/2024
EPM27294	Carpentaria	6.5	2		23/12/2019	22/12/2024
EPM27295	Pensioner	6.5	2		23/12/2019	22/12/2024

4.3 Topography and Climate

The Georgetown district is semi-arid environment, which is a typical savannah with low undulating hills covered by open eucalypt forest with a moderate cover of native grasses form the predominant topography. Water courses are wide sandy creeks and rivers that are widely spaced, with the area experiencing a dry season from April to November and a wet season from December to March with an average annual rainfall of approximately 500mm.

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Figure 11. Etheridge Project – General Location & Access.

4.4 Regional Geology

The Georgetown Province represents an inlier of Proterozoic rocks extending over 25,000km[2] in northern Queensland (Figure 12). These Proterozoic rocks were extensively intruded by Silurian to Early Devonian granitoid batholiths of the Pama Igneous Association and dominantly felsic Carboniferous to early Permian intrusive and extrusive complexes of the Kennedy Igneous Association. In the northwest and southwest, parts of the region are covered by Jurassic to Cretaceous clastic sedimentary rocks and Cainozoic sediments and (locally)

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basalts. The province can be divided into three tectonic sub-provinces; Greenvale, Forsayth and Croydon Sub-Provinces.

The Greenvale Province consists of Palaeozoic metasedimentary and felsic to mafic metavolcanic rocks intruded by extensive Silurian granite batholiths. This sub-province also contains the Balcooma volcanic-hosted massive sulphide base metal deposit. Mapped ultramafic complexes at Greenvale host significant nickel-cobalt laterite mineralisation plus subordinate chromium mineralisation and are interpreted to represent remnants of a Palaeozoic ophiolite suite running along the Burdekin River Fault, which is broadly defined as the eastern margin of the Greenvale Sub-Province (and the Georgetown Inlier).

Exposed rocks of the Croydon Province consist of only slightly deformed, dacitic ignimbrites, rhyolite and rare andesite rocks intruded by co-magmatic S-type granites, and have been largely overlain by later Mesozoic fluviatile sandstones.

Rocks belonging to the Forsayth Sub-province are found in the Georgetown area and constitute a metasedimentary sequence deposited in an intracratonic rift setting. A major metamorphic and deformational event was coeval with S-type magmatism. The area also exposes extensive PermoCarboniferous flow banded rhyolites and intrusive felsic rocks. Remnant Mesozoic fluviatile sandstones with basal grits and conglomerate form prominent mesas throughout the Greenvale and Forsayth Sub-Provinces, and exposures of Cainozoic flood basalts are recorded within the Einasleigh River and Copperfield River floodplains to the east of the Project area.

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Figure 12. Etheridge Project – Regional Geology and major structures.

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4.5 Mineralisation and Deposit Styles

Gold mineralisation within the project area commonly occurs as Intrusion-Related (e.g., Kidston) and/or epithermal veining (e.g., Agate Creek). The most significant mineralisation within the district is the now abandoned Kidston Gold Mine. Gold was originally discovered in the Kidston area in the 1880’s but rediscovery around 1907 lead to the creation of Kidston Town and recognition of the Oaks goldfield. By 1934, the region had produced an estimated 62,000oz of gold from relatively high-grade placer and lode deposits. Lower grade gold production continued between 1965 and 1976 before Placer Pacific began detailed geological and engineering studies in the area that eventually lead to the start up in 1985 of the relatively low grades but high tonnage Kidston open cut mine. The mine was at one point Australia’s second largest gold producer with a total tonnage produced of around 140 million tonnes of ore at an average grade of 1.4g/t gold. The mineralisation was located in a breccia-pipe deposit believed to be associated with Permo-Carboniferous felsic volcanism along the contact between Silurian-Devonian Oak River Granodiorite and Proterozoic Einasleigh Metamorphics.

The Agate Creek epithermal deposit is an example of gold mineralisation related to early Permian volcanism within the Georgetown district. Similar to the Kidston Deposit, gold mineralisation shows a close genetic link to Permo-Carboniferous intrusions.

Intrusion Related Gold Deposits (IRGD’s)

Intrusion-Related Gold Deposits (IRGD’s) are an important ore type in continental tectonic settings, and have been a fundamental source for gold production throughout Queensland, dating back to the 19th century. Notable IRGD examples in north Queensland include Kidston (~3.7 Moz), Mount Wright (~1.3 Moz Au), Red Dome (~3 Moz Au), Mount Leyshon (~3.5 Moz Au) and Cracow (~3 Moz Au).

IRGD’s are characterised by distinctive geochemical and geospatial features which are summarised in Table 8. Key features critical to locating potential targets are namely their spatial and temporal association with intermediate to felsic (commonly I-type) igneous intrusions, and their distinctive metallogenic signature associated with gold mineralisation (BiTe-As-Mo-W±Sn-Sb-Ag-Cu-Pb-Zn-U-F) (Thompson et al., 1999). Confirming the presence of potential IRG prospects is not always straight forward in some areas of North Queensland due the lack of outcrop and/or due to surficial cover (Champion, 2005). However, the consistent metallogenic signatures of these deposit types may provide a vector to target remobilised element associations that could constrain prospective areas that lie under cover.

Table 8. Characteristics of Intrusion Related Gold Deposits.

CHARACTERISTICS OF IRG SYSTEMS	INDICATORS OF FAVORABLE AREAS UNDERCOVER
Porphyry Cu–Au generally absent	 Typically reduced to strongly reduced aeromagnetic signature
Continental sedimentary assemblage, especially, carbonaceous or carbonate-bearing	 Aeromagnetic and gravity signatures indicating granites
Often metaluminous, calc-alkaline, I-type granodiorite to granite, but range of compositions	 Indirect evidence such as presence of dyke swarms, particularly when associated with individual granites.  Presence of texturally variable granites, including porphyries.

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• Typically, high crustal levels at the time of  Zoned aeromagnetic signatures may indicate mineralisation fractionation.  F in groundwater.  F, U, Th anomalies in geochemical data (e.g., stream sediment data).

• F and U mineral occurrences.  Radiometric signatures elevated in K, Th and U (where outcrop exists)

• Fractionated granite compositions, with  Aeromagnetic and gravity signatures for evidence for volatiles (e.g., miaroles, pegmatite, granites. pebble dykes) Weakly oxidised granites readily apparent when intrusive into sedimentary sequences.

• Weakly oxidised to weakly reduced oxidation  Mineral occurrence data—Bi, Mo in particular states Bi, Mo, W, Sn, U, Au, Ag metallogenic signature  Mineral occurrence data May have lateral mineral zonation; W +/– Mo,  Mineral occurrence data Sn, Bi, Au > Au, As, Sb > Zn, Pb, Ag May have vertical mineral zonation; Bi  Mineral occurrence data increases, As, Sb decrease with depth

Although the geochemical and spatial characteristics of IRGD’s are consistent, the mineralisation styles associated with them are quite varied. Figure 13 illustrates the range of mineralisation styles characterised by IRGD’s.

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Figure 13. Generalised model for IRGD’s (Champion, 2005; modified from Thompson & Newberry (2000), to include breccia pipe (Kidston, Qld: Baker & Andrew 1981) and granite carapace (Timbarra, NSW: Mustard 2001) styles.

The Kidston gold deposit was the biggest producer in the region (>5M oz) and is closely related to early Carboniferous sub-volcanic intrusives. Mineralisation is hosted in a large (1km diameter) hydrothermal breccia pipe, cut by sheeted veins. Many other intrusion-related gold deposits lie marginally to and show genetic ties to the Early-Carboniferous Newcastle Range Volcanics, and also the Lochaber and Bagstowe Igneous Complexes, e.g., Christmas Hill, Mount Borium and the Beverley Mine.

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Epithermal

In general, epithermal mineralisation is characterised by quartz textures consisting of various amounts colloform and crustiform banded quartz, chalcedony, adularia and calcite and/or very fine comb in stockwork or as breccia infill (Figure 14). Mineralisation is thought to be coeval with particular phases of regional rhyolite volcanism and are characterised by low formation temperatures (100-320°C) and shallow crustal levels (<1km below the water table). Mineralised veins commonly contain greater amounts of silver compared to gold and tend to have high selenium-tellurium ratios and may be associated with magmatism.

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Figure 14. Schematic cross-section of porphyry and epithermal mineral systems (Sillitoe, 2010).

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4.6 Historical Exploration Summary

The Project area in general has seen significant exploration during the 1960’s through to the 2000’s with significant work conducted by Union Mining, CRA, Kidston Gold Mines, SEREM Australia, Petrogram and Sedimentary Holdings. Detailed exploration over the years has included but is not limited to detailed field mapping, stream sediment sampling, soil sampling, rock chip sampling, costeaning geophysics, and RAB, RC and diamond drilling, which has been summarised in Table 9.

Table 9. Etheridge – Summary of Regional Exploration History.

Year	EPM	CR	Operator	Activity Summary
1962	197	1094	Quennell, A.M.	Reconnaissance over the Mount Jack trend.
1969	649	2959	New Star	Historical production at Mount Jack (poor records).
1974	1111	4822	Western Compass Minerals	Auger Sampling (assayed for arsenic) over the Durham area.
1979	1137	7319	AMDEX Mining Ltd	Uranium Exploration and reconnaissance
1975	1491	5492	Endeavour Oil NL	N/A
1977	1572	6646	CRA Exploration	Uranium Explorationandreconnaissance
1978	1573	7129	CRA Exploration	Uranium Exploration and reconnaissance
1981	1596	8426	Dolphin/AMDEX MiningLtd	Uranium Exploration and reconnaissance
1977	1709	6096	Urangesellschaft Australia Pty Ltd	Uranium Exploration and reconnaissance
1979	1763	6993	Urangesellschaft Australia Pty Ltd	Uranium Exploration, reconnaissance, and Stream sediment Sampling
1979	1954	7221	A.O.G Minerals Pty Ltd	Mapping, sampling and costeaning at Goldsmiths, Canadian&Havelock
1981	2404	10876	SEREM Australia	Reconnaissance mapping of workings over the Mount Jack trend.
1981		10877		Grab sampling and costeaning over the Mount Jack Trend,
1982		10642	BRGM	Drilling at Mount Jack.
1982		10878	SEREM Australia - MRX	Mapping of old mines of the Mount Jack area.
1981	2316	11161	SEREM Australia	Mapping, sampling and drilling at Hawkins Hill, Lord Byron, Golden Bar, Comstock, Caledonia, Big Wonder, OldMan,Aurora &Trafalgar
1983	2779	11891	Gippsland Oil & Minerals NL	Regional Exploration, reconnaissance, and Stream sediment Sampling
1985	3406	14628	Midapa Pty Ltd	Reconnaissance, over Black Blow, rods Chance & Aspasia Reefs, and preliminary sampling of Durham, Golden Crown and Hawkins Hill mine dumps.
1984	3607	13999	Chevron Exploration	IP survey and RAB Drilling @ Mount Darcy
1984	3612	13295	Australian Anglo American	Regional sampling for Au and heavy minerals
1985	3733	14774	B.T Irving	Reconnaissance and Prospecting
1990	3908	21333	Castlegold Pty Ltd	Prospect Assessments of Jubilee, Mt Turner, Cobar, DrummersHill,ElectricLight,Exford,Papa &Telegraph
1985	4093	16685	Petrogram Pty Ltd	Mapping and Drilling at Big Reef, International, International West, Goldsmiths. Sampling at Marquis and Havelock. Costeaning at Drummer. Mapping and compilation of sampling results at the Big Wonder- Comstock, Titania-Caledonia, Brilliant Hawkins Hill trends.
1986		17486		Regional stream sediment sampling. Rock chipping at Big Wonder, Golden Bar, Black Blow, Hawkins Hill and Havelock.

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Year	EPM	CR	Operator	Activity Summary
1989		20992		Mapping and Reconnaissance over the Golden Bar and Mount Jack trends.
1986	4354	16220	CRA Exploration	Regional drainage geochemistry.
1987		17817		Regional drainage geochemistry. Soil & rock sampling, costeaning and IP survey from the Balaclava Hill prospect.
1988		18788		RC drilling at Balaclava Hill
1988		18913		RC drilling at Balaclava Hill
1987	4475	17449	Gold Copper Exploration Ltd	Stream sediment sampling. Soil sampling over Breccia Hill Prospect. RAB drilling at Breccia Hill, Dells, Glenrowan and Monte Cristo Prospects.
1988		18972		Grab sampling at Glenrowan, Dells, Tweedside. RAB drilling at Glenrowan.
1990	5914	21494	Sedimentary Holdings	Mapping and Soil grid over the Golden Crown-New Zealander-Lord Byron trend.
1991		22994		Drilling at Golden Crown, New Zealander. Costeaning at Hearts Content, New Zealander & Lord Byron.
1990	7371	22208	Herald Resources Ltd	Reconnaissance over the Big Wonder trend
	7890	24596	BHP	Soil sampling (Cu-Pb-Zn-Ag-Fe-Mn) @ Mosquito Creek, Topyard Creek, andregional Rockchip sampling
1994		25834		Soil sampling (Cu-Pb-Zn-Ag-Fe-Mn) @ Mosquito Creek, Mount Clark, Stockyard Creek, spring Creek, Goldfinches Creek, and regional Rock chip sampling
1993		24526		Soil sampling (Cu-Pb-Zn-Ag-Fe-Mn) @ Mosquito Creek, Malcolm Creek, Topyard Creek, Robertson River, Tabletop, and regional Rock chip sampling
1993		25999		Soil sampling (Cu-Pb-Zn-Ag-Fe-Mn) @ Mosquito Creek, Malcolm Creek & Topyard Creek
1994		26132		Regional Soil sampling (Cu-Pb-Zn-Ag-Fe-Mn) and Rock chip sampling
1995	8787, 9204 & 9966	27781	Union Mining NL	Costeaning and mullock sampling over the Queenslander, New Zealand, Lord Byron, Durham, Pensioner and Mount Jacktrends.
1997		29243		Drilling at Lord Byron, Durham.
1998		30074		Bulk tonnage assessment and potential associated with the Big Wonder, Drummer, International, Mt Jack, Durham & Golden Crown mineralised trends.
	8411		CRA Exploration / Deutsche Rohstoff	Reconnaissance, sampling, costeaning and drilling over various prospects
	10295		Kidston Gold Mines	Reconnaissance, sampling, costeaning and drilling over various prospects
2002	13306	33359	Kagara Zinc	Basic Reconnaissance
2003		34312
2008	14184	56112	Plentex Operations	Mobile Metal Ion survey, geochemistry over Mount Turner/MountainCreekarea,Prospectmapping
2011	14511	69815	Deutsche Rohstoff	Basic Reconnaissance and historical data reviews
2014	14827	87496	Mega Uranium	Modelling of the Drummers Hill Fault Zone (uranium)
2009	14853	54555	Mega Uranium	Basic Reconnaissance and historical data reviews
2013	17643	80290	Southern Crown Resources	Rock chip sampling over the Mount Jack trend.
2014		86539		Drilling (18 RC holes) over the Mount Jack trend.
2011	17989	69064	Deutsche Rohstoff	Regional Rock chip sampling and Prospect reviews
2012		74229	Central Gold Mines Ltd	Prospectreviews
2013		80745		Review of geophysical datasets
2014		96013		Review of geophysical datasets
2015		96014		Review of geophysical datasets
2013	19227	84055	Australian Zhaoyuan Gold
2014		101769
2015		101770

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Year	EPM	CR	Operator	Activity Summary
2015	19759	89883	Queensland Gold PtyLtd
2016		95741
2015	25125	96125	JKO Mining	DesktopReviews
2016		96187

4.7 Mount Jack Sub-Project

4.7.1 Local Geology

The below local geology has been summarized from Beams et al. (2020). The main mineralised structure at Mt Jack is steeply south dipping and strikes approximately 110˚. A 20m wide zone of vertical shearing is exposed in old mine pits at Mount Jack which contains evidence of anastomosing quartz veins parallel to the foliation and shearing. Individual veins and zones of brecciation can reach up to 10cm thick, and are composed of white, granular and euhedral buck quartz and less commonly, fine comb textured quartz veins are also present. Mineralisation in the form of fine disseminated pyrite can be found in some quartz veins with sericite alteration commonly located within shears and adjacent to quartz veins. It is interpreted that the main mineralised trend at Mount Jack has been a long-lived structure with numerous veining and shearing events. The Mount Jack mineralised trend is adjacent to the intersection of the regional Delaney Fault and marks the approximate boundary between gneiss of the Lane Creek Formation to the North and the Ropewalk Granite to the South (Figure 15).

The mineralised zone at Mount Jack is associated with a shear zone containing multiple events of anastomosing quartz veins. Individual veins and zones of brecciation reach up to 10cm thick and are composed of white, granular and euhedral buck quartz that has been recrystallised by shearing and less commonly, clear coloured, fine comb textured quartz veins are also present. It is estimated that the Big Reef mineralised trend extends for up to 12km, and the Mount Jack trend for up to 4km, and also contains the Mount Jack group of historical workings on ML6781 Mt Jack West (Australia Gold Mining P/L), which is excluded from EPM 27377.

The sub-parallel trending Federation workings located to the north of the Big Reef trend are characterised by shear zones containing multiple events of anastomosing quartz veins similar to that seen at the Mount Jack and Big Reef mineralised trends.

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Figure 15. Mount Jack Sub-Project Geology and Prospects.

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4.7.2 Exploration History

Most of the earlier exploration over the tenement was conducted by SEREM (Australia) Pty Ltd in the 1980s and Union Mining Ltd in the 1990s and was centred around the Mount Jack line of workings at Mount Jack West (Figure 16). The Mount Jack West area was exercised as ML 6781 by Australia Gold Mining Pty Ltd (AUML) in 2013 and not part of EPM27377.

SEREM Australia constructed costeans along strike of the Mount Jack leases.

Southern Crown Limited (subsequently, SC Resources Ltd) explored the Mount Jack line of lode, east of the AUML's ML. A total of 31 rock chip samples were collected from around the Mt Jack Line of workings and elsewhere within the tenement. A number of these samples returned high gold and silver values and anomalous arsenic and copper values.

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Figure 16. Mount Jack Sub-Project – Location of Drill holes and Rock Chips.

Additionally, Southern Crown also drilled 18 reverse circulation drill holes and demonstrated that mineralisation extends to the east of the ML.

Notable results from Southern Crown drilling including 1m @ 22.8g/t Au (RWRC004), 5m @ 3.8g/t Au (RWRC008), 3m @ 4.94g/t Au (RWRC005), & 6m @ 1.71g/t Au (RWRC006), which were drilled along strike from the AUML's Mining Lease. The drilling results for Mount Jack Sub-Project are tabulated in Table 6 of Appendix C, located in the plan on Figure 17 and cross-section AA' in Figure 18.

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Figure 17. Ropewalk Drilling locations by Southern Crown Resources Pursuit (ASX: SWR 19 February 2014).

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Figure 18. Oblique Section from the Ropewalk Drilling by Southern Crown (ASX: SWR 19 February 2014).

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4.7.3 Prospectivity and Exploration Recommendation

The prospective structures associated with the Mount Jack and Big Reef mineralised trends within the Mount Jack EPM 27377 have untested potential and may contain zones of high-grade gold mineralisation. Extending zones of known mineralisation along the Mount Jack trend has been proven successful by recent drilling by Southern Crown.

Further exploration on the Mount Jack Project is recommended to incorporate the following:

• Review the current status and standing of Mining Leases related to the Mount Jack trend within the EPM.

• Compilation of historic drilling, surface geochemistry and costeaning results, particularly those generated by Union Mining NL and Southern Crown to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Planning of additional exploration drilling over established prospects and extensions to known mineralised zones, utilising the above-mentioned dataset to highlight prospective targets and high-grade ore shoots for follow-up drilling.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible mineralised structures.

4.8 Durham Sub-Project

4.8.1 Local Geology

The Durham area is dominated by various Mesoproterozoic granitoids, with minor occurrences of Proterozoic metasediments of the Lane Creek Formation (Figure 19). Mineralisation within the area is commonly associated with the Durham mineralised trend. Day (1990, CR 22994) commented that the main mineralised structure associated with the Durham Mine trends northeast and hosted by fracture zones within the Forsayth Granite. The Durham structure dips sub-vertically to the southeast and can be traced along strike for up to 500m.In places narrow quartz sheeted veins occur parallel to the main trend. Wall rock alteration commonly is restricted to 10cm -15cm adjacent to the vein, where primary granite is heavily sericitised and chloritised and impregnated with fine pyrite. Trending parallel to the Durham structure is the Golden Crown mineralised trend, which displays similar mineralisation characteristics to the Durham trend.

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Figure 19. Durham Sub-Project Geology and Prospects.

4.8.2 Exploration History

Durham – Heart’s Content– Hibernia Prospect

Western Compass Minerals completed regional auger sampling over the Durham area which delineated arsenic anomalism (arsenic is considered a major gold pathfinder element). SEREM Australia mapped and sampled dumps from the Durham trend, and completed preliminary RAB drilling (Figure 20).

Sedimentary Holdings completed minor widespread costeaning and dump sampling. Union Mining NL explored the tenements in the 1990s and completed a campaign of costeaning, rock chip sampling, and some minor shallow drilling culminating in the excavation of two shallow pits (Bull Durham and Heart’s Content Pits) along the Durham trend to recover near-surface oxide material. Union Mining NL drilled 12 RAB holes and a rock chip sampling program along a 1km strike length. Several lengths of the fault line returned continuously mineralised veins or backfill.

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Figure 20. Durham-Hibernia trend. Location of Drill holes and Rock Chips (after Beams et al. 2020).

Golden Crown Prospect

Sedimentary Holding drilled 11 RC Percussion holes into the western end of the Golden Crown lode with encouraging near-surface results. Although gold intersections were narrow, there are some significant high-grade zones.

New Zealander Prospect

The New Zealander lode is on the Lord Byron Trend and occurs 2km east of the Durham mineralising trend and is interpreted to form part of the Golden Crown mineralising trend. The New Zealander lode consists of 3 distinct northeast trending fracture zones striking up to 500m, which is defined by historical pits, trenches and shafts (Figure 21).

Sedimentary Holdings constructed several costeans through the New Zealander mine dumps and drilled three shallow (14-17m) holes. Union Mining followed up the Sedimentary Holdings results with further rock chip sampling and costeans.

The drilling results for the Surham Sub-Project are tabulated in Table 7 of Appendix C.

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Figure 21. New Zealander-Lord Byron trend. Location of Drill holes and Rock Chips (Beams et al. 2020).

4.8.3 Prospectivity and Exploration Recommendation

The prospective structures associated with the Durham and Golden Crown mineralised trends have untested potential and may contain zones of high-grade gold mineralisation. Extending zones of known mineralisation along the trends has been proven successful by historic costeaning and drilling by Union Mining and Sedimentary Holdings.

Further exploration on the Durham Project is recommended to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, particularly those generated by Union Mining NL and Southern Crown to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Planning of additional exploration drilling over established prospects and extensions to known mineralised trends of Durham and Golden Crown, utilising the abovementioned dataset to highlight prospective targets and high-grade ore shoots for follow-up drilling.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible parallel mineralised structures.

4.9 Carpentaria Sub-Project

4.9.1 Local Geology

The Carpentaria tenement area contains Proterozoic metasediments of the Lane Creek Formation, which have been intruded by various Mesoproterozoic granitoids (Figure 22). Mineralisation within

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the area is commonly associated with the Carpentaria Lode, which was described by Union Mining NL as a granite hosted quartz reef varying in width from 0.1m to 1.6m and dipping to the east at 45 degrees. The Carpentaria mineralised trend strikes north-south associated with the western margin of the Lane Creek metasediments.

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Figure 22. Carpentaria and Pensioner Sub-Projects Geology and Prospects.

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4.9.2 Exploration History

Dolphin Exploration carried out an extensive regional stream sediment program over the area. This was followed up by regional BCL drainage programs by CRA Exploration and subsequent Mobile metal ion geochemical surveys by Kidston Gold Mines. Union Mining completed a sampling program during the 1994-1995 period which consisted of 13 rock chips, 13 mine-dump samples and four grab samples.

4.9.3 Prospectivity and Exploration Recommendation

Further exploration on the Carpentaria Project is recommended to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Field mapping and geochemical sampling (soils and rock chips) along strike of the Carpentaria mineralised trend to help identify additional prospects.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible mineralised structures.

4.10 Pensioner Sub-Project

4.10.1 Local Geology

The Pensioner area is hosted within Proterozoic metasediments of the Lane Creek Formation, which have been intruded by various Mesoproterozoic granitoids (Figure 22). The metasediments trend approximately northwest and are bound by the Brandy Hot Granodiorite to the west, and the Aurora Granite to the east. Mineralisation related Pensioner-John Mitchell trend is orientated approximately north-northeast. The Pensioner mineralised trend contains a parallel trend known as Pensioner West.

4.10.2 Exploration History

Exploration data over the Pensioner tenement is restricted to surface sampling by Union Mining NL. Sampling targeted a north-south trending line of shallow workings east of the Mount TurnerCroydon Road related to the main Pensioner gold trend. Costeaning and sampling by Union Mining NL was conducted at Pensioner and Pensioner West on the northern portion of the tenement (Figure 23).

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Figure 23. Pensioner historic geochemistry and costeans (Beams et al. 2020).

4.10.3 Prospectivity and Exploration Recommendation

Further exploration on the Pensioner Project is recommended to incorporate the following:

• Compilation of historic drilling, surface geochemistry and costeaning results, to generate a comprehensive 3D dataset (to be ground truthed in the field).

• Field mapping and geochemical sampling (soils and rock chips) along strike of the Carpentaria mineralised trend to help identify additional prospects.

• Reprocessing of available geophysical datasets over the tenement to help delineate possible parallel mineralised structures.

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5 Lake Johnston Project

5.1 Location and Access

The Lake Johnston project is located approximately 105km west of Norseman and covers the large salt pans of Lake Johnston (Figure 24). Access to the east of Norseman is via gravel Hyden–Norseman Road (which passes through the width of the tenement) and numerous tracks along Lake Johnston. The Emily Ann and Maggie Hays nickel projects lie to the west of Lake Johnston. There are no towns or settlements across the approximately 300km between Hyden and Norseman.

5.2 Tenure

The Lake Johnston Project comprises one exploration licence application (ELA 63/2091) covering an area of 31 sub-blocks (~63km[2] ) located adjacent to the Archaean Lake Johnston greenstone belt and covers a portion of the Jimberlana Dyke. The tenement application (E 63/2091) was submitted by Rubix Resources on 8 April 2021.

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Figure 24. Lake Johnston Project location and access.

5.3 Topography and Climate

The physiography is generally gently undulating through the dyke is partly exposed on prominent ridges. Apart from salt pans, the project area contains, for the most part, undulating semi-arid heathland, with Salmon Gum woodland in low lying areas.

5.4 Regional Geology

The Lake Johnston tenements are located adjacent to the Archaean Lake Johnston greenstone belt and covers a portion of the Jimberlana Dyke. The Jimberlana Dyke is an intrusive body which has a maximum width of 3km, and was dated approximately 2410Ma

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(Fletcher et al., 1987) which crosscuts the Archaean greenstone belts and granites of the Yilgarn Craton (Figure 25). The dyke is orientated east-west which is parallel to the other major Proterozoic dyke swarms which cut the Yilgarn craton such as the Binneringie Dyke, however it can be considered unique as is contains layered mafic complexes. The complexes have been divided vertically by previous workers, such as Campbell (1991), into three distinct successions of layered rocks termed the Upper, Lower and Marginal Layered Series, and can be considered analogous to the Great Dyke of Zimbabwe which contains accumulations of massive base metals and is the world’s third-largest resource of PGEs, ranking only behind the Bushveld Complex in South Africa and Norilsk in Russia (Stribrny, 2000).

The Lower Layered Series is the thickest and is composed of a repeated sequence of cyclic olivine and bronzite cumulate layers overlain by a thick plagioclase-augite-hypersthene cumulate layer. Unconformably above is the Upper Layered Series, thought to record a major injection of fresh magma. Its stratigraphy is a repetition of that of the Lower Layered Series, but the layering scale is much smaller. The Marginal Layered Series, which occupies the lower part of the intrusion, shows reversed fractionation, with higher temperature mineral layers overlying lower temperature layers.

The layers dip almost vertically at the margin but flatten as they approach the centre. Textures vary from adcumulate in ultramafic zones, upwards through orthocumulate towards mesocumulate in the mafic zones. It is now thought that the layers are a result of differential crystallisation during cooling and not gravitational crystal settling.

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Figure 25. Lake Johnston Project – GSWA Regional 1:500K geology.

5.5 Local Geology

The Yilgarn Craton granites cover the majority of the tenement. The Proterozoic Jimberlana Dyke transverse the tenement from east to west in the middle of the tenement. This feature may be prospective for nickel-copper and PGE mineralisation (Figure 26).

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Figure 26. Lake Johnston Project – Local Geology.

5.6 Mineralisation

Known mineralisation in the Lake Johnston area includes nickel and gold, as well as minor base metals. Nickel sulphide mineralisation in Western Australia typically occurs on basal contacts in ultramafic rocks, often in embayments and often in massive style. Disseminated sulphides also occurs within ultramafic rocks. Both styles of mineralisation have been located within the Lake Johnston area. In addition, massive and stringer nickel sulphide has been located in areas without associated ultramafic rocks or in areas with only narrow discontinuous ultramafic units. This style of nickel mineralisation is thought to be related to the major deformation by remobilisation of sulphides during movement along thrusts and shears.

Nickel mineralisation in the Lake Johnston area is typically pentlandite (nickel iron sulphide) in association with other sulphides such as pyrite (iron sulphide), pyrrhotite (iron sulphide) and chalcopyrite (copper-iron sulphide). Within supergene zones, violarite (a secondary nickel iron sulphide) may occur as a replacement to pyrrhotite and pentlandite. Variation of sulphide species can also occur such as that seen at Emily Ann where mineralisation is higher grade than that at Maggie Hays and has a higher proportion of pentlandite and violarite in the sulphides.

Exploration for gold mineralisation has been limited because of the isolation of the area, the deep weathering and soil cover, with the traditional exploration focus on nickel. The style of gold mineralisation is not well understood, but so far, it has been found in association with a variety of rock types, including mafic and felsic volcanics, BIF and intrusive rocks.

Recent research into the PGE and gold signatures of Archean and Proterozoic ultramafic lamprophyres and dykes of the Yilgarn (Choi et al. 2020) have revealed that these previously ultrabasic dykes which were once previously considered unprospective may exhibit elevated

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gold and PGE’s. Additionally, the link between mafic dykes and nickel sulphide mineralisation is established within the Yilgarn (i.e., St George Mining’s Mt Alexander Project).

Because of its geological similarities to the Great Dyke of Zimbabwe the Jimberlana Dyke may also host layered sulphides and PGE mineralisation. Past work in the district has focused on exploration of nickel and copper deposits, both primary and lateritic. Many zones of anomalous nickel and copper were discovered, but PGE exploration has been minimal.

5.7 Exploration History

Limited exploration activities were carried in the tenement area. Tempest airborne EM data was collected over the Jimberlana Dyke by Anaconda Limited in 1999 to determine the potential for bedrock conductors. Modelling of the wide-spaced airborne EM data has revealed several strong bedrock conductors located within the Dyke margins as well as the host rocks.

Avoca Resources Limited undertook a structural interpretation using all available aeromagnetic data which included historic contour plans of data collected by WMC along N-S flight lines and an image created for a portion of the Dyke (Figure 27).

==> picture [452 x 278] intentionally omitted <==

Figure 27. Lake Johnston Project – Regional Magnetic Image and prospect locations.

5.8 Exploration Potential

The work completed by Avoca indicates that the Jimberlana Dyke is prospective for both magmatic PGE mineralisation and contact style massive nickel-copper sulphide mineralisation.

Because of its geological similarities to the Great Dyke, the Jimberlana Dyke can also be prospective host for PGE mineralisation. No modern exploration has been done utilizing alternative models seeking structurally controlled high-grade deposits hosted within breccia pipes, feeder pipes, pegmatoid zones, and deuteric/hydrothermal remobilised zones. Major PGE bodies occur

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worldwide in such settings and include a breccia pipe at Lac des Isles, offshoot ores at Sudbury, and pegmatoid zones in the Bushveld.

Further work on the project is justified to test both the PGE and nickel-copper potential of the tenement. Ground-based electromagnetic geophysical techniques are recommended to assess some of the airborne EM anomalies discovered. Further RC drilling may be warranted on selected targets from EM anomalies to test the PGM and Ni-Cu anomalies.

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6 Collurabbie North Project

6.1 Introduction

The Collurabbie North Project comprises two exploration licence applications (ELA38/3616 and 38/3618), which collectively cover 113 Sub-blocks (~344km[2] ) near the northeast margin of the Yilgarn Craton. These tenements (E 38/3616 and 38/3618) were applied by Rubix Resources on 30 March 2021 and the 9 April 2021, respectively.

6.2 Location, Access & Topography

The Collurabbie North Project is located approximately 220km east of Wiluna and 240km north of Laverton in the North Eastern Goldfields Province of Western Australia (Figure 28). The main access route to the Collurabbie North is via the Gunbarrel Highway and Old Windidda Station access road. Preferred access is gained from the southeast via the Urarey – Warren Bore Road north of Laverton and related fence-line tracks.

==> picture [452 x 269] intentionally omitted <==

Figure 28. Collurabbie North Project location and access.

Undulating landscapes and low rises provide the main outcrop exposures in the southern half of the project area. The topographic highs are interpreted to reflect the multiple layers of N/NNE trending sedimentary rocks. Dunes and sand ridges of the order of up to 10m are prevalent in the NE portion of the project area which obscures the underlying geology. Topographic lows are interpreted to represent underlying basalts and mafic rocks which are covered by transported cover and colluvium. The predominant drainage is to the north, were Lake Jeffries and Banjo Creek form regional depressions and salt lakes.

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6.3 Regional Geology

The geology of the Collurabbie North Project area can be broadly described as the northern extension of the Gerry Well Greenstone Belt, where it is overlain by the Proterozoic sedimentary sequence of the Earaheedy Basin (Figure 29). Granitic batholiths are interpreted at the eastern and western extremities of the project area, flanking a structurally deformed greenstone sequence striking N-NNW. Chert and BIF horizons form sporadic and small outcropping ridges and are the only evidence of near-surface Archaean geology.

The Proterozoic sedimentary package consists of a basal peletal, hematitic chert horizon overlain by quartzite, dolomite and siltstones. Several dykes of unknown composition striking roughly EW can be inferred from the aeromagnetic imagery.

Archaean stratigraphy has been metamorphosed to upper greenschist/lower amphibolite facies. Dominant lithologies are interpreted to consist of mafic, ultramafic, and volcaniclastic sedimentary rocks of varying composition which have been flanked by granite intrusions.

==> picture [452 x 356] intentionally omitted <==

Figure 29. Collurabbie North Project Geology with nickel occurrences.

6.4 Local Geology

The Project is located near the northeast margin of the Yilgarn Craton. The project area is predominately covered with the Frere Formation, which is a granular siliceous iron-formation with peloidal chert, siltstone and sandstone and is at the northern extent of the Gerry Well

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Greenstone belt, along strike to known Copper (Cu)-Nickel (Ni) mineralisation such as at the Olympia Prospect and Collurabbie South.

Available regional to detailed aeromagnetic datasets provide valuable information for interpreting the structural history of the project area (Figure 30). Although movement senses on individual fault planes are typically not determined, major faults and shears can be approximated within the application area. Previous workers have identified up to four phases of deformation within the district, with principal strike directions of NNW, NW and NE. Aeromagnetic and surface fixed-loop TEM have also indicted the ultramafic units (peridotites) within the area.

==> picture [451 x 274] intentionally omitted <==

Figure 30. Collurabbie North Project – Regional Magnetic Image.

6.5 Previous Exploration

Limited exploration activities have been conducted on the Collurabbie North Project area (Figure 31). North Limited conducted five percussion holes in 1998 as part of their regional exploration program. Falcon Minerals and WMC Resources completed first-pass drilling (4 RC holes and 3 diamond holes) in 2003 targeting prospective stratigraphy, who noted high-MgO ultramafics (peridotites), with the potential for ultramafic hosted Ni and Cu within the project area.

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==> picture [452 x 574] intentionally omitted <==

Figure 31. Collurabbie North - historical drill hole locations.

All drill collar locations and significant drilling results (Nil >0.3% Ni) are given in Table 8 of Appendix D.

6.6 Exploration Potential

The Collurabbie North Project is a greenfield exploration project with limited historical exploration activity. The geology of the Collurabbie North Project area can be broadly described as the northern

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extension of the Gerry Well Greenstone Belt, along strike to known Cu-Ni and PGE mineralisation such as at the Olympia and Collurabbie South Prospects.

The data assessment and interpretation of the magnetic data suggest the NNW, NW and NE trending structures are a favorable orientation for the mineralisation and provide further targets within the project area with several structures that remain untested. The limited historical drilling identified prospective stratigraphy, noted high-MgO ultramafics (peridotites) and highlight the prospectivity of ultramafic units for Ni and Cu within the project area.

It is proposed that the Heli-magnetics and surface fixed-loop TEM is used to define the ultramafic units in detail and test the area for the presence of massive sulphides conductors, respectively. Follow-up drilling should be considered to test anomalies generated by the aircore drilling and geophysics.

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7 Project Risks

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

The Independent Geologist has identified a range of risk elements or risk factors that may affect the project's future exploration and operational performance. The future exploration activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

Some of the risk factors are completely external and beyond the control of management. However, project-specific risks can be mitigated by taking the proper measures in advance. Key project risks that have been identified are discussed below.

7.1 Mining Approvals, tenure and Permits

Some of the tenements are still in the application phase and have not yet been granted.

The granted tenement are set to expire between 2022 and 2025. An application to extend the term of the Tenement can be made for a further five years. For the term to be extended, the Minister must be satisfied that a prescribed ground for extension of the exploration license exists. The grant of any mining lease in due course will be subject to such State and Commonwealth regulatory approvals, as may be required.

7.2 Exploration Risk

The exploration risks associated with the project are generic and common to most greenfield exploration projects. In the author’s opinion, these projects do not pose a significantly higher risk than any other early-stage exploration projects.

7.3 Resources & Reserve Risk

No Mineral Resource has been reported within any of the tenements. Moving forward, it may be possible that further exploration, geological and metallurgical assessment may result in a no mineral resource being delineated, which would have a material impact on the technical value of the concession.

No Ore Reserve has been defined at any of these projects. Moving forward, it may be possible that further technical studies may not result in the development of Ore Reserve, which would have a material impact on the value of the project.

7.4 Processing Risk

No processing tests and design work has been completed so far. Moving forward, it may be possible that further test work may not result in a suitable process and unacceptable product grade and metallurgical recoveries.

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7.5 Environmental Risks

The exploration risks associated with the project are generic and common to most greenfield exploration projects, including groundwater disturbance, flora and fauna habitat protection.

7.6 Commodity Price Risk

The Company's ability to proceed with the development of its mineral projects and benefit from any future mining operations will depend on market factors, some of which may be beyond its control. It is anticipated that any revenues derived from mining will primarily be derived from the sale of these metals/concentrates. Consequently, any future earnings are likely to be closely related to the price of this commodity and the terms of any off-take agreements that the Company enters into.

Metal prices and their demand are cyclical in nature and subject to significant fluctuations. Any significant decline in the prices of these or demand could materially and adversely affect the company’s business and financial condition results of operations and prospects.

7.7 Development and Operations Risk

The success of the Rubix Resources projects will also depend upon the Company having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities.

The operations may be affected by various other factors, including failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

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8 Proposed Exploration Program

The Independent Geologist believes the Rubix projects have sufficient technical merit to justify ongoing exploration and development. Rubix Resources has proposed a staged exploration program for its projects over two years following its listing on the ASX. Rubix Resources’ exploration program going forward will mainly focus on verification and critical re-assessment of the geology and historical exploration data to generate detailed targets for subsequent drilling and mineral resource estimation.

Rubix Resources has planned a systematic exploration based on the previous exploration undertaken. Table 10 shows the proposed exploration expenditure over the next two years.

Table 10. Exploration Expenditure Budget

Activities	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)
	Year 1	Year 2	Total
Paperbark Project
Heritage, Approvals	$10,000	$10,000	$20,000
Detailed mapping	$20,000		$20,000
Geochemical Sampling	$30,000		$30,000
Reprocess Geophysical Data	$30,000		$30,000
Geophysics Surveys	$120,000	$80,000	$200,000
Drilling & Assay	$300,000	$450,000	$750,000
Downhole Geophysics	$40,000	$60,000	$100,000
Mineral Resource Estimation		$40,000	$40,000
Metallurgical testing		$60,000	$60,000
Paperbark Project	$550,000	$700,000	$1,250,000
Etheridge Project
Heritage, Approvals	$10,000	$10,000	$20,000
Detailed mapping	$20,000		$20,000
Reprocess Geophysical Data	$20,000		$20,000
Geochemical Sampling	$20,000		$20,000
Geophysics Surveys	$100,000	$100,000	$200,000
Drilling	$300,000	$340,000	$640,000
Downhole Geophysics		$40,000	$40,000
Metallurgical testing		$40,000	$40,000
Etheridge Project	$470,000	$530,000	$1,000,000
Lake Johnston Project
Heritage, Approvals	$10,000	$10,000	$20,000
Detailed mapping	$10,000	$10,000	$20,000
Reprocess Geophysical Data		$20,000	$20,000
Geochemical Sampling		$20,000	$20,000
Geophysics Surveys		$20,000	$20,000
Lake Johnston Project	$20,000	$80,000	$100,000
Collurabbie North Project
Heritage, Approvals	$10,000		$10,000
Detailed mapping and sampling	$10,000	$20,000	$30,000
Reprocess Geophysical Data		$20,000	$20,000

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Activities	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)
	Year 1	Year 2	Total
Geochemical Sampling		$40,000	$40,000
Collurabbie North Project	$20,000	$80,000	$100,000
Total Exploration Expenditure	$1,060,000	$1,390,000	$2,450,000

A summary of the proposed exploration expenditure is shown in Table 11.

Table 11. Exploration Expenditure Summary.

Project	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)	Minimum Subscription ($4.5m)
	Year 1	Year 2	Total
Paperbark Project	$550,000	$700,000	$1,250,000
Etheridge Project	$470,000	$530,000	$1,000,000
Lake Johnston Project	$20,000	$80,000	$100,000
Collurabbie North Project	$20,000	$80,000	$100,000
Total Exploration Expenditure	$1,060,000	$1,390,000	$2,450,000

Independent Geologist considers that the exploration programs and budgets proposed by the Company (Table 10 and Table 11) are appropriate given the relatively early development stage of the Project, having regard to the strategy and priorities of the Company and are based on sound technical merit.

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9 Conclusions

The Independent Geologist makes conclusions and recommendations based on the results of its own studies and that of the Company’s other technical consultants.

The Independent Geologist concludes that the Rubix Resources portfolio of projects presents exposure to an attractive range of grassroots exploration plays. Further exploration and evaluation work is warranted on each of the projects.

The proposed budget allocations are considered consistent with the exploration potential of each project and are considered adequate to cover the costs of the proposed program. The budgeted expenditures are also considered sufficient to meet the minimum statutory expenditure on the Tenements.

The Independent Geologist’s Report has been prepared on information available up to 4 November 2021, and the author is not aware of any material change to the Company’s mineral interests since that date.

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Appendix A: JORC Code, 2012 Table 1

Paperbark Project

Section 1 Sampling Techniques and Data

Criteria JORC Code explanation Commentary	Criteria JORC Code explanation Commentary	Criteria JORC Code explanation Commentary
Sampling techniques	Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as downhole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling. 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 Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30g 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.	One metre samples of half HQ and/or NQ2 core were cut to obtain samples for laboratory analysis. In order to ensure the diamond core samples were representative and not biased, the diamond core was cut in half along the core axis. The cut line was positioned within a centimetre of the bottom of hole orientation line whenever samples were taken. Also, the half core samples were always taken from the left- hand side of the cut line looking down hole. Some RC drilling chip samples were also taken for laboratory analysis. The reverse circulation drilling samples were taken as 1m splits from the cyclone and then spear sampled with a PVC pipe. Bags were placed on their side and the sampler undertook their best endeavours to spear through the entire sample in order to preserve sample representivity. As no significant mineralisation was intersected in the RC pre-collars this is not considered material to the assay results reported. All Samples were pulverised and a split of up to 250g was taken and pulverised to better than 85% passing a 75 micron screen. From the 250g split a 0.25g sample was taken, digested with perchloric, nitric, hydrofluoric and hydrochloric acids and analysed using ALS technique.
Drilling techniques	Drill type (eg core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, facesampling bit or other type, whether core is oriented and if so, by what method, etc).	The drilling techniques used were Reverse Circulation (RC) and Diamond Core HQ and NQ2 drilling. The diamond core was orientated using the REFLEX ACT II RD system and the direction of geological structures were recorded.
Drill sample recovery	Method of recording and assessing 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 occurred due to preferential loss/gain of fine/coarse material.	The HQ and NQ2 diamond drill core were measured and compared against the drilled depths of the hole on a metre by metre basis. This allowed core recovery factors to be determined. Drill core recovery was generally in excess of 90%. The RC samples were measured against the drilled depths of the hole on a metre by metre basis but were not weighted and so sample recovery was not recorded. As no significant mineralisation was intersected in the RC pre-collars this is not considered material to the assay results reported.

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		No relationship between sample recovery and grade was observed from the assay results of the drill core samples.
Logging	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. The total length and percentage of the relevant intersections logged.	All diamond core was geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation. RC chips were only geologically logged. If further drilling is undertaken with the objective of defining a Mineral Resource, then the geological and geotechnical logging completed will be of sufficient standard to allow the estimation of a Mineral Resource. The logging was completed qualitatively for rock units and mineralisation styles and quantitatively for visual estimates of mineralisation.
Sub- sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken. If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. For all sample types, the nature, quality and appropriateness of the sample preparation technique. Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. Measures taken to ensure that the sampling is representative of the in-situ material collected, including for instance results for field duplicate/second-half sampling. Whether sample sizes are appropriate to the grain size of the material being sampled	The reverse circulation drilling samples were taken as 1m splits from the cyclone and then spear sampled with a PVC pipe. Bags were placed on their side and the sampler undertook their best endeavours to spear through the entire sample. Samples were dry. Samples from the diamond drilling through the mineralised zone from were taken as half HQ or NQ2 diamond drill core, 1 metre in length. Half core samples are entirely appropriate for accurately sampling the MVT/Irish style of mineralisation of the JB/JE Zone prospects and the disseminated copper of the Grunter North Prospect. The only instance of sub-sampling to have occurred was when drill core samples were selected for duplicate analysis. The half drill core samples selected for duplicate analysis were cut into two quarter core samples, both of which were sent for analysis. Geochemical standards, blanks and duplicate samples were inserted into the routine sample run, every 20 samples. This is deemed to be appropriate for the drill core samples being collected. All samples passed Pursuits internal QA/QC checks plus the laboratory’s (ALS) QA/QC checks.
Quality of assay data and laboratory tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	The half core and RC samples were submitted to the ALS laboratory in Mt Isa for assaying. Sample were weighed, dried and finely crushed to better than 70% passing a 2mm screen. A split of up to 250g is taken and pulverised to better than 85% passing a 75 micron screen. Each sample was assayed using ALS technique. The ALS analysis technique takes a 0.25g sample and digests the sample with perchloric, nitric, hydrofluoric and hydrochloric acids. The reside is topped up with dilute hydrochloric acid and the resulting solution is analysed by inductively coupled plasma-emission spectrometry. The four-acid digestion used in this method is described by ALS as a “near-total” digest. Standard, duplicate and blank samples were submitted in the sample run every 20 samples. The results from the standard and duplicates did not indicate any bias in the data. All standards for Ag, As, Cu, Co, Fe, Mg, Ni, Pb, Zn were within the 95% percentile.

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Verification of sampling and assaying	The verification of significant intersections by either independent or 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.	No independent verification has been completed. There were no twinned holes. Geological and geotechnical data was collected in the field and entered directly into an acQuire database on a field computer. Data was verified using the acQuire data base and upon verification was uploaded into a “cloud based” acQuire data base hosted by a third- party provider. No adjustment to the assay data has been done.
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down- hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. Specification of the grid system used. Quality and adequacy of topographic control.	The drill hole collar locations were located using a handheld GPS and reported in GDA94 Zone 54K with an accuracy of +/- 5m. This level of accuracy is sufficient for the stage of exploration. Datum: Geocentric Datum of Australia (GDA) Grid Co-ordinates: Map grid of Australia 1994 (MGA94), Universal Transverse Mercator, using the GRS80 Ellipsoid, Zone 54K The altitude of each sample location was recorded using a hand-held GPS to an accuracy of +/- 5m. This level of accuracy is sufficient for the stage of exploration.
Data spacing and distribution	Data spacing for reporting of Exploration Results. 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 procedure(s) and classifications applied. Whether sample compositing has been applied.	The RC samples and the diamond drill core were sampled on a 1 metre basis. Samples were not composited.
Orientation of data in relation to geological structure	Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	There were no structures recorded that were interpreted to possibly bias the sampling. The mineralisation is structurally/stratigraphically controlled, as is common for MVT and Irish type deposits. The drill hole was planned to intersect the structure/stratigraphic units controlling the mineralisation at a high angle and appears to have achieved this objective. Therefore, there will be no to little bias in the sampling of the mineralised zone.
Sample security	The measures taken to ensure sample security.	Samples were collected in the field by Pursuit Minerals staff and were under their control at all times. Samples were then taken to the laboratory by Pursuit Minerals staff and submitted directly to the laboratory. Therefore, there was no opportunity for samples to be tampered with.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	No audits or reviews of sampling techniques and data were completed due to the limited nature of the sampling program.

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Section 2 Reporting of Exploration Results

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.	The tenement (EPM 14309) comprising the Paperbark Project is registered to NorthernX Pty Ltd. Rubix is awaiting Ministerial consent for the registration to be updated. A 2% Net Smelter Return to Teck Australia Pty Ltd will be due from any production from Paperbark
	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.	EPM14309 is valid until 12 September 2022.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	No assay or geochemical results from other parties are used in this announcement.
Geology	Deposit type, geological setting and style of mineralisation.	The Zinc-Lead mineralisation from the JB Zone/JE Zone is associated with algal dolomites, siltstones and sedimentary breccia’s within the Lower Mineralised Dolomites of the what is interpreted to be the Gunpowder Creek Formation. The mineralisation appears to be associated with dissolution and evaporitic collapse breccia zones and minor veins of quartz carbonate. The mineralisation is very weathered down to a vertical depth of at least 150m and much of the sphalerite and galena has been replaced with iron oxides above that depth. The mineralisation is clearly related to later stage faults and collapse zones within carbonates. Pursuit considers the mineralisation to be epigenetic in origin and similar to Irish Style or Mississippi Valley Type. The copper mineralisation from the Gunter North Prospect is associated with silica and dolomite alteration and is interpreted to be epigenetic and associated with later stage faults.
Drill hole Information	A summary of all information material to the understanding of the exploration 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.	Information Included in Appendix B. No information has been excluded.

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Data aggr egation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high 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 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.	The RC and diamond drill core samples were taken at standard one metre lengths measured from surface and therefore, weighted average means were not used to calculate intersections widths and grades for these samples. Assay intersections reported were calculated using a 3% Zn+Pb cut-off. Top cutting of assay results was not employed. No metal equivalent values are reported.
Relationship betw een mineralisatio 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’).	Down-hole widths were reported. The exact true width is not known, but down hole widths are anticipated to be close to true thicknesses.
Diagrams	Appropriate maps and sections (with 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.	Refer to the main report.
Balanced reporting	Where comprehensive reporting of all 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.	All assay results have been included in Appendix B.
Other substantive exploration data	Other exploration data, if meaningful and material, should be reported) including (but not limited to): geological 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.	There is no other substantive exploration data.
Further work	The nature and scale of planned 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	Refer to the main report.

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Etheridge Project

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling techniques	 Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as _limiting the broad meaning of sampling. _	 Sampling was undertaken using Industry-standard practices utilising reverse circulation (RC) drilling.
	 Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	 Given the historical nature of the drilling, no information is available about sample representivity and calibration.
	 Aspects of the determination of mineralisation that are Material to the Public Report.	 The drilling was completed by composite sampling normally 2 -4m with resampling to single metres for anomalous zones.
	 In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘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 problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	 From the information reviewed, it appears that drilling and sampling was conducted using industry-standard techniques.  Where information was available in historical reports, samples were taken from a rig-mounted cyclone. Composite samples were generally via a spear sampled. In general, the target was for samples weighing approximately 2.5kg.
Drilling techniques	 Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented _and ifso, by what method, etc). _	 Most of the drilling was based on reverse circulation (RC) drilling.  From the information reviewed, it appears that drilling was conducted using industry-standard techniques.
Drill sample recovery	 Method of recording and assessing 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 occurred due to preferential loss/gain of fine/coarse material.	 Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs  No bias was noted between sample recovery and grade.
Logging	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.  The total length and percentage of the relevant _intersections logged. _	 Logs for the drill holes were generally of reasonable quality.  Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals.
Sub- sampling techniques and sample preparation	 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub- sampling stages to maximise representivity of _samples. _	 Limited data is available for subsampling techniques.  Sampling appears to have been carried out using industry-standard practise.  No QA/QC procedures have been reviewed on for the historical sampling.  The sample size is considered appropriate for the material being sampled.

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	 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.  Whether sample sizes are appropriate to the grain _size of the material being sampled. _
Quality of assay data and laboratory tests	 The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been _established. _	 Where information has been provided in Qld open data CR reports, the analytical techniques appear appropriate for the stage of exploration being conducted using industry- standard techniques.
Verification of sampling and assaying	 The verification of significant intersections by either independent or 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. _	 No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected.  No adjustments have been made to original assay data.
Location of data points	 Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Specification of the grid system used.  Quality and adequacy of topographic control.	 Most of the drilling was undertaken using GDA94 grid and while not reported, it is believed that hole locations were measured by hand-held GPS.  No field validation has been undertaken.  Topographic control is considered adequate for the early stage of exploration.
Data spacing and distribution	 Data spacing for reporting of Exploration Results.  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 procedure(s) and classifications applied.  Whether sample compositing has been applied.	 Drillhole spacing is highly variable over the project with sporadic drilling only surrounding the historical workings.  There has been insufficient sampling and no significant results to date to support the estimation of a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource.  Assays have been composited into significant intersections.
Orientation of data in relation to geological structure	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	 No orientation-based sampling bias is known at this time.
Sample security	 The measures taken to ensure sample security.	 Details of measures taken for the chain of custody of samples is unknown for the previous explorers'activities.
Audits or reviews	 The results of any audits or reviews of sampling techniques and data.	 No Audits or reviews of sampling techniques and data have been undertaken.

Section 2 Reporting of Exploration Results

Criteria	JORC Code explanation	Commentary
Mineral tenement and	 Type, reference name/number, location and _ownership including agreements or material _	 Refer to Table 2 and Section 2:3 in the

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Criteria	JORC Code explanation	Commentary
land tenure status	issues with 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.	IGR.  The Etheridge Goldfield lies within the Georgetown mining district of northeast Queensland, situated approx. 300 km southwest of Cairns by 440 km of sealed road (Gulf Development Road NH-1), or from Townsville via Hervey’s Range thence Greenvale and Mount Surprise totalling about 560km.
Exploration done by other parties	 Acknowledgment and appraisal of exploration by other parties.	 A list of recent exploration activities where drilling was reported and associated Qld open data CR report numbers are included in the main body of the report and Appendix C of this report.
Geology	 Deposit type, geological setting and style of mineralisation.	 See Section 4.4 of this report for regional geological setting and Sections 4.6.1 for local geological setting.
Drill hole Information	 A summary of all information material to the understanding of the exploration 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. _	 All drill hole collar locations and significant drill results have been identified in Appendix C of this report  No relevant data has been excluded from this report.
Data aggregation methods	 In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high 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 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. _	 Significant intersections ((>0.5 ppmAu) have been calculated with no edge dilution and a minimum of 1m downhole length.  No top cuts have been applied.  No metal equivalent values are reported
Relationship between mineralisation widths and intercept lengths	 These relationships are particularly important in the reporting of Exploration Results.  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’). _	 Only downhole lengths are reported.  The exact geometry of the mineralisation is not known as such true width is not known.
Diagrams	 Appropriate maps and sections (with 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. _	 Appropriate plans are included in this report.

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Criteria	JORC Code explanation	Commentary
Balanced reporting	 Where comprehensive reporting of all 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. _	 All drill holes information including collar location is included.  Significant exploration drill results (>0.5 ppm Au) are included in this report.
Other substantive exploration data	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological 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. _	 To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.
Further work	 The nature and scale of planned 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. _	 Further work will include systematic exploration drilling.  Appropriate plans are included in Section 4 of this report.  See Section 8 for recommended future exploration activities.

Collurabbie North Project

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling techniques	 Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be _taken as limiting the broad meaning of sampling. _	 Sampling was undertaken using Industry- standard practices utilising mostly reverse circulation (RC) drilling and diamond drilling (DD).
	 Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems _used. _	 Given the historical nature of the drilling, no information is available about sample representivity and calibration.
	 Aspects of the determination of mineralisation that are Material to the Public Report.	 The drilling was completed by composite sampling normally 2 -4m with resampling to single metres for anomalous zones.
	 In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘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 problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	 From the information reviewed, it appears that drilling and sampling was conducted using industry-standard techniques.  Where information was available in historical reports, samples were taken from a rig-mounted cyclone. Composite samples were generally via a spear sampled. In general, the target was for samples weighing approximately 2.5kg.
Drilling techniques	 Drill type (e.g. core, reverse circulation, open- hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented and if so, by what method, etc).	 Most of the drilling was based on reverse circulation (RC) drilling and diamond drilling (DD).  From the information reviewed, it appears that drilling was conducted using industry-standard techniques.
Drill sample recovery	 Method of recording and assessing 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	 Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs  No bias was noted between sample

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	recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	recovery and grade.
Logging	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.  The total length and percentage of the relevant _intersections logged. _	 Logs for the drill holes were generally of reasonable quality.  Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals.
Sub- sampling techniques and sample preparation	 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the _grainsize of the material being sampled. _	 Limited data is available for subsampling techniques.  Sampling appears to have been carried out using industry-standard practise.  No QA/QC procedures have been reviewed on for the historical sampling.  The sample size is considered appropriate for the material being sampled.
Quality of assay data and laboratory tests	 The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision _have been established. _	 Where information has been provided in WAMEX reports, the analytical techniques appear appropriate for the stage of exploration being conducted using industry-standard techniques.
Verification of sampling and assaying	 The verification of significant intersections by either independent or 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. _	 No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected.  No adjustments have been made to original assay data.
Location of data points	 Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Specification of the grid system used.  Quality and adequacy of topographic control.	 Most of the drilling was undertaken using AMG51 grid and while not reported, it is believed that hole locations were measured by hand-held GPS.  No field validation has been undertaken.  Topographic control is considered adequate for the early stage of exploration.

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Data spacing and distribution	 Data spacing for reporting of Exploration Results.  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 procedure(s) and classifications applied.  Whether sample compositing has been applied.	 Drillhole spacing is highly variable over the project with sporadic drilling only surrounding the historical workings.  There has been insufficient sampling and no significant results to date to support the estimation of a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource.  Assays have been composited into significant intersections.
Orientation of data in relation to geological structure	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	 No orientation-based sampling bias is known at this time.
Sample security	 The measures taken to ensure sample security.	 Details of measures taken for the chain of custody of samples is unknown for the previous explorers'activities.
Audits or reviews	 The results of any audits or reviews of sampling techniques and data.	 No Audits or reviews of sampling techniques and data have been undertaken.

Section 2 Reporting of Exploration Results

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	 Type, reference name/number, location and ownership including agreements or material issues with 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.	 Refer to Table 2 and Section 2:3 in the IGR.  The Collurabbie North Project is located approximately 220km east of Wiluna and 240km north of Laverton in the North Eastern Goldfields Province of Western Australia. The main access route to the Collurabbie North is via the Gunbarrel Highway and Old Windidda Station access road.
Exploration done by other parties	 Acknowledgment and appraisal of exploration by other parties.	 A list of recent exploration activities where drilling was reported and associated WAMEX report numbers are included in the main body of the report andAppendix Dofthisreport.
Geology	 Deposit type, geological setting and style of mineralisation.	 See Section 6.3 of this report for regional geological setting and Sections 6.4 for local geological setting.
Drill hole Information	 A summary of all information material to the understanding of the exploration 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. _	 All drill hole collar locations and significant drill results have been identified in Appendix D of this report  No relevant data has been excluded from this report.

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Criteria	JORC Code explanation	Commentary
Data aggregation methods	 In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high 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 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. _	 Significant intersections (>0.3% Ni) have been calculated with no edge dilution and a minimum of 1m downhole length.  No top cuts have been applied.  No metal equivalent values are reported
Relationship between mineralisation widths and intercept lengths	 These relationships are particularly important in the reporting of Exploration Results.  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’). _	 Only downhole lengths are reported.  The exact geometry of the mineralisation is not known as such true width is not known.
Diagrams	 Appropriate maps and sections (with 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. _	 Appropriate plans are included in this report.
Balanced reporting	 Where comprehensive reporting of all 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. _	 All drill holes information including collar location is included.  Significant exploration drill results (>0.3% Ni) are included in this report.
Other substantive exploration data	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological 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. _	 To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.
Further work	 The nature and scale of planned 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. _	 Further work will include systematic exploration drilling.  Appropriate plans are included in Section 6 of this report.  See Section 6:6 and Section 8 for recommended future exploration activities.

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Appendix B: Paperbark Information

Table 1: Rock Chip Samples Results - Grunter North Prospect (2017)

Sample ID	Easting (GDA94, Zone 54)	Northing (GDA94, Zone 54)	Cu (%)	Pb (ppm)	Zn (ppm)
PB_R0001	273475	7920188	0.04	<20	<20
PB_R0002	273550	7920250	0.02	<20	20
PB_R0003	273500	7920300	0.03	20	<20
PB_R0004	273400	7920250	0.00	<20	<20
PB_R0005	273450	7920200	0.02	20	<20
PB_R0006	273510	7920210	0.01	20	<20
PB_R0007	273480	7920170	0.01	<20	<20
PB_R0008	273450	7920140	0.01	20	<20
PB_R009	273390	7920230	0.00	<20	<20
PB_R0010	273400	7920180	0.03	20	20
PB_R0011	273450	7920100	0.03	<20	20
PB_R0012	273520	7920050	0.04	20	30
PB_R0013	273550	7920050	0.01	20	<20
PB_R0014	273560	7920050	0.01	<20	<20
PB_R0015	273400	7919975	0.00	<20	<20
PB_R0016	273410	7920050	0.01	<20	<20
PB_R0017	273375	7920010	0.02	<20	<20
PB_R0018	273380	7919990	0.13	20	50
PB_R0019	273330	7919980	0.03	40	<20
PB_R0020	273260	7920000	0.00	<20	<20
PB_R0021	273280	7919890	0.01	20	<20
PB_R0022	273270	7919950	0.00	20	<20
PB_R0023	273260	7919880	0.01	20	<20
PB_R0024	273250	7919870	0.03	20	20
PB_R0025	273230	7919850	0.00	<20	<20
PB_R0026	273200	7919830	0.00	<20	<20
PB_R0027	273165	7919810	0.00	<20	<20
PB_R0028	273120	7919775	0.01	<20	<20
PB_R0029	273080	7919775	0.02	<20	<20
PB_R0030	273060	7919760	0.02	<20	<20
PB_R0031	273045	7919790	0.02	20	<20
PB_R0032	273030	7919745	0.02	<20	<20
PB_R0033	273000	7919710	0.09	<20	60
PB_R0034	272830	7919580	0.02	<20	<20
PB_R0035	272785	7919550	0.01	40	<20
PB_R0036	272765	7919545	0.02	<20	<20
PB_R0037	272759	7919575	7.48	<20	20
PB_R0038	272743	7919557	16.15	<20	40
PB_R0039	272760	7919695	0.03	<20	<20
PB_R0040	272760	7919695	0.02	<20	<20
PB_R0041	272783	7919746	0.01	20	<20

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Sample ID	Easting (GDA94, Zone 54)	Northing (GDA94, Zone 54)	Cu (%)	Pb (ppm)	Zn (ppm)
PB_R0042	272797	7919774	0.00	<20	<20
PB_R0043	272767	7919725	0.00	<20	<20
PB_R0044	272788	7919709	13.95	<20	<20
PB_R0049	272785	7919705	21.30	<20	<20
PB_R0050	272789	7919715	14.45	<20	20
PB_R0051	272790	7919732	5.19	<20	30
PB_R0052	272797	7919738	0.09	<20	<20
PB_R0053	272841	7919810	0.02	<20	<20
PB_R0054	272797	7919789	0.02	<20	<20
PB_R0055	272785	7919786	0.01	<20	<20
PB_R0056	272775	7919876	0.01	<20	<20
PB_R0057	272805	7919950	0.01	30	<20
PB_R0058	272806	7919925	0.01	<20	20
PB_R0059	272827	7919882	0.00	<20	<20
PB_R0060	272853	7919915	0.00	<20	<20
PB_R0061	272863	7919925	0.00	<20	<20
PB_R0062	272895	7919917	0.00	<20	<20
PB_R0063	272705	7919577	0.04	<20	<20
PB_R0064	272662	7919519	0.00	<20	<20
PB_R0065	272713	7919597	0.01	20	<20
PB_R0066	272715	7919625	0.03	<20	<20
PB_R0067	273309	7920084	0.01	<20	<20
PB_R0068	273278	7920164	0.01	<20	<20
PB_R0069	273218	7920058	0.01	<20	<20
PB_R0070	273231	7919965	4.90	<20	<20
PB_R0071	273230	7919962	0.00	<20	<20
PB_R0072	273117	7919900	7.43	<20	30
PB_R0073	273040	7919935	4.21	<20	20
PB_R0074	273030	7919918	3.61	<20	<20
PB_R0075	272991	7919886	10.95	<20	<20
PB_R0076	272987	7919867	6.62	<20	<20
PB_R0077	273005	7919798	0.31	<20	<20
PB_R0078	272920	7919713	5.06	<20	20
PB_R0079	272875	7919743	14.00	20	30
PB_R0080	272878	7919760	2.57	<20	<20
PB_R0081	272759	7919566	1.52	<20	<20
PB_R0082	272759	7919539	0.07	<20	40
PB_R0083	272661	7919545	0.06	<20	<20
PB_R0084	272642	7919512	42.70	<20	<20
PB_R0085	272565	7919500	33.10	20	<20
PB_R0086	272494	7919452	0.05	<20	30

Source: Pursuit ASX Announcement, Aug 2017

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Table 2: Rock Chip Samples Results - Stonemouse Prospect (2017)

Sample ID	Easting (GDA94, Zone 54)	Northing (GDA94, Zone 54)	Cu (ppm)	Pb (%)	Zn (%)
PB_0100	271467	7917404	100	0.02	0.04
PB_0101	271466	7917401	90	0.02	0.04
PB_0102	271473	7917418	450	0.11	0.59
PB_0103	271478	7917459	40	0.05	0.01
PB_0104	271560	7917397	20	0.01	0.00
PB_0105	271287	7917505	70	0.12	0.16
PB_0106	271270	7917503	40	37.80	5.66
PB_0107	271273	7917456	410	0.12	0.18
PB_0108	271213	7917483	50	0.02	0.01
PB_0109	271281	7917786	60	0.46	0.06
PB_0110	271162	7917563	200	0.20	0.01
PB_R0087	271277	7917462	1350	23.10	13.05
PB_R0088	271303	7917432	600	0.08	0.04
Pb_R0090	271317	7917558	50	0.01	0.05
Pb_R0091	271404	7917395	120	0.10	0.04
Pb_R0092	271337	7917433	90	0.05	0.09
Pb_R0093	271349	7917439	620	0.06	0.06
Pb_R0094	271395	7917442	80	0.52	0.70
Pb_R0095	271436	7917404	190	0.04	0.04
Pb_R0096	271463	7917395	290	0.03	0.11
Pb_R0097	271463	7917399	180	0.05	0.11
Pb_R0098	271495	7917490	710	0.11	0.16

Source: Pursuit ASX Announcement, Oct 2017

Table 3: All Drill Collar Location

Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
76WC1	273043	7917670	184.9	-90	0	437	DDH	Anomaly 2
76WC2	270625	7916791	155.0	-90	0	365	DDH	Stonemouse
BB001	271555	7917785	174.0	-75	190	650	DDH	Stonemouse
BB001RAB	269404	7917645	150.0	-70	0	17	RAB	Enigma
BB002	271144	7917833	164.0	-55	190	738	DDH	Stonemouse
BB002RAB	269363	7917736	150.0	-90	0	12	RAB	Enigma
BB003	273003	7919991	192.0	-60	137	248	DDH	B1 Copper
BB003RAB	269323	7917828	150.0	-90	0	14	RAB	Enigma
BB004	271867	7916991	167.0	-60	10	602	DDH	Stonemouse
BB004RAB	269282	7917919	150.7	-90	0	12	RAB	Enigma
BB005RAB	269241	7918010	152.9	-90	0	11	RAB	Enigma
BB006RAB	269201	7918102	154.6	-90	0	23	RAB	Enigma
BB007RAB	269160	7918193	154.9	-90	0	23	RAB	Enigma
BB008RAB	269448	7918200	155.0	-90	0	47	RAB	Enigma
BB009RAB	269544	7918169	157.6	-90	0	47	RAB	Enigma
BB010RAB	269639	7918138	157.8	-90	0	35	RAB	Enigma
BB011RAB	269734	7918107	155.0	-90	0	17	RAB	Enigma
BB012RAB	269829	7918076	155.0	-90	0	22	RAB	Enigma
BB013RAB	269924	7918045	155.5	-90	0	22	RAB	Enigma
BB014RAB	268014	7919085	146.2	-90	0	4	RAB	Enigma
BB015RAB	268014	7918985	145.0	-90	0	4	RAB	Enigma

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Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
BB016RAB	268014	7918885	145.0	-90	0	6	RAB	Enigma
BB017RAB	268014	7918785	145.0	-90	0	5	RAB	Enigma
BB018RAB	268014	7918685	145.0	-90	0	8	RAB	Enigma
BB019RAB	268014	7918585	145.0	-90	0	10	RAB	Enigma
BB020RAB	268014	7918485	145.0	-90	0	19	RAB	Enigma
BB021RAB	268014	7918385	145.0	-90	0	14	RAB	Enigma
BB022RAB	268055	7918194	145.0	-90	0	14	RAB	Enigma
BB023RAB	268095	7918103	143.5	-90	0	29	RAB	Enigma
BB024RAB	268136	7918011	140.6	-90	0	23	RAB	Enigma
BB025RAB	268168	7917903		-90	0	1	RAB	Enigma
BB026RAB	268258	7917737	145.0	-90	0	6	RAB	Enigma
BB027RAB	268299	7917646	145.0	-90	0	29	RAB	Enigma
BB028RAB	268339	7917554	145.0	-90	0	29	RAB	Enigma
BB029RAB	268380	7917463	147.8	-90	0	29	RAB	Enigma
BB030RAB	268421	7917372	150.0	-90	0	29	RAB	Enigma
BB031RAB	268461	7917280	152.1	-90	0	20	RAB	Enigma
BB032RAB	268543	7917098	154.0	-90	0	23	RAB	Enigma
BB033RAB	268583	7917006	154.3	-90	0	23	RAB	Enigma
BB034RAB	268624	7916915	155.0	-90	0	8	RAB	Enigma
BB035RAB	267236	7917611	151.1	-90	0	10	RAB	Enigma
BB036RAB	267277	7917520	151.7	-90	0	33	RAB	Enigma
BB037RAB	267317	7917429	155.4	-90	0	23	RAB	Enigma
BB038RAB	267358	7917337	154.3	-90	0	16	RAB	Enigma
BB039RAB	267399	7917246	150.9	-90	0	16	RAB	Enigma
BB040RAB	267439	7917154	150.0	-90	0	23	RAB	Enigma
BB041RAB	267480	7917063	152.3	-90	0	12	RAB	Enigma
BB042RAB	267724	7916515	163.7	-90	0	7	RAB	Enigma
BB043RAB	267561	7916880	155.0	-90	0	11	RAB	Enigma
BB044RAB	267602	7916789	156.3	-90	0	7	RAB	Enigma
BB045RAB	267643	7916698	159.5	-90	0	11	RAB	Enigma
BB046RAB	267683	7916606	164.1	-90	0	14	RAB	Enigma
BB047RAB	267724	7916515	163.7	-90	0	19	RAB	Enigma
BB048RAB	268014	7918285	145.0	-90	0	23	RAB	Enigma
BB049RAB	271422	7919109	174.2	-90	0	5	RAB	Enigma
BB050RAB	271590	7920382	190.9	-90	0	4	RAB	Enigma
BB051RAB	271572	7920284	186.9	-90	0	17	RAB	Enigma
BB052RAB	271555	7920185	185.0	-90	0	31	RAB	Enigma
BB053RAB	271538	7920087	185.0	-90	0	25	RAB	Enigma
BB054RAB	271520	7919988	181.3	-90	0	22	RAB	Enigma
BB055RAB	271503	7919890	180.0	-90	0	16	RAB	Enigma
BB056RAB	271485	7919791	180.0	-90	0	41	RAB	Enigma
BB057RAB	271468	7919693	180.0	-90	0	23	RAB	Enigma
BB058RAB	271451	7919594	179.9	-90	0	17	RAB	Enigma
BB059RAB	271433	7919496	176.2	-90	0	23	RAB	Enigma
BB060RAB	271416	7919397	175.0	-90	0	23	RAB	Enigma

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Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
BB061RAB	271399	7919299	173.5	-90	0	23	RAB	Enigma
BB062RAB	271381	7919200	170.5	-90	0	11	RAB	Enigma
BB063RAB	272100	7920106	185.9	-90	0	13	RAB	Enigma
BB064RAB	272083	7920007	185.0	-90	0	23	RAB	Enigma
BB065RAB	272065	7919909	182.6	-90	0	12	RAB	Enigma
BB066RAB	272048	7919810	180.0	-90	0	23	RAB	Enigma
BB067RAB	272031	7919712	180.0	-90	0	23	RAB	Enigma
BB068RAB	272071	7919620	180.0	-90	0	23	RAB	Enigma
BB069RAB	272112	7919529	180.0	-90	0	13	RAB	Enigma
BB070RAB	272153	7919438	180.0	-90	0	20	RAB	Enigma
BB071RAB	272193	7919346	182.8	-90	0	24	RAB	Enigma
BB072RAB	267553	7918437	140.0	-90	0	17	RAB	Enigma
BB073RAB	267553	7918337	140.0	-90	0	23	RAB	Enigma
BB074RAB	267553	7918237	140.0	-90	0	2	RAB	Enigma
BB075RAB	267553	7918137	140.0	-90	0	14	RAB	Enigma
BB076RAB	267594	7918045	141.8	-90	0	23	RAB	Enigma
BB077RAB	267757	7917680	150.1	-90	0	6	RAB	Enigma
BB078RAB	267797	7917589	149.8	-90	0	11	RAB	Enigma
BB079RAB	267838	7917497	148.2	-90	0	17	RAB	Enigma
BB080RAB	267879	7917406	145.3	-90	0	33	RAB	Enigma
BB081RC	274297	7916682	168.6	-60	10	150	RC	Fox
BB082RC	274232	7916822	176.0	-60	10	150	RC	Fox
BB083RC	274332	7916982	170.7	-60	8	150	RC	Fox
BB084RC	274882	7916867	167.4	-60	10	150	RC	Fox
BB085RC	274907	7917007	175.5	-60	10	150	RC	Fox
BB086RC	275197	7917082	170.1	-60	8	150	RC	Fox
BB201	272925	7919700	191.2	-60	140	66	RC	B1 Copper
BB202	272925	7919700	191.2	-60	320	100	RC	B1 Copper
BB203	272845	7919805	190.1	-60	142	100	RC	B1 Copper
BB204	272845	7919805	190.1	-60	320	120	RC	B1 Copper
BB205	273003	7919991	192.0	-60	137	100	RC	B1 Copper
BB206	273072	7919897	195.0	-60	322	100	RC	B1 Copper
BB207	272013	7918817	183.0	-60	10	54	RC	JB
BB208	270887	7917586	161.0	-60	9	120	RC	Stonemouse
BB209	270874	7917538	161.6	-60	10	100	RC	Stonemouse
BB210	272589	7914366	145.0	-60	32	114	RC	Bloodwood East
BB211	272619	7914405	145.0	-60	35	100	RC	Bloodwood East
BB212	270790	7917609	160.0	-60	10	150	RC	Stonemouse
BB213	270777	7917561	163.0	-60	10	150	RC	Stonemouse
BB214	270984	7917563	162.0	-60	10	150	RC	Stonemouse
BB215	270971	7917514	162.0	-60	10	150	RC	Stonemouse
BB216	271081	7917539	165.0	-60	10	150	RC	Stonemouse
BB217	271068	7917492	165.0	-60	10	150	RC	Stonemouse
BB218	271179	7917516	166.6	-60	11	150	RC	Stonemouse
BB219	271165	7917468	165.0	-60	10	150	RC	Stonemouse

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Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
BB220	271217	7917661	165.0	-60	189	148	RC	Stonemouse
BB221	271120	7917685	165.0	-60	191	144	RC	Stonemouse
BB222	271022	7917708	165.0	-60	189	150	RC	Stonemouse
BB223	273326	7918429	191.6	-60	10	94	RC	Anomaly 2
BB224	273301	7918368	186.6	-60	11	144	RC	Anomaly 2
BB225	273283	7918324	185.0	-60	10	150	RC	Anomaly 2
BB226	273285	7918291	185.0	-60	9	150	RC	Anomaly 2
BB227	273279	7918239	185.0	-60	10	150	RC	Anomaly 2
BB228	272294	7914277	145.0	-60	10	144	RC	Bloodwood East
BB229	272333	7914420	146.0	-60	190	150	RC	Bloodwood East
BB230	272360	7914544	146.9	-90	0	114	RC	Bloodwood East
BB231	269354	7915785	171.9	-60	190	156	RC	Mount Panorama
BB232	269210	7915822	168.8	-60	190	114	RC	Mount Panorama
BB233	270418	7915885	160.0	-55	10	150	RC	Devils Gossan
BB234	270319	7915915	156.5	-55	10	150	RC	Devils Gossan
BB235	271593	7917521	166.0	-70	10	144	RC	Stonemouse
BB236	272345	7917227	173.0	-70	10	147	RC	Stonemouse
BB237	271567	7917423	166.0	-60	10	150	RC	Stonemouse
BB238	271509	7917591	169.0	-60	10	150	RC	Stonemouse
BB239	271314	7917638	166.0	-60	10	150	RC	Stonemouse
BB240	271301	7917590	167.0	-60	10	150	RC	Stonemouse
BB241	272459	7917671	175.0	-60	10	150	RC	Stonemouse
BB242	272458	7917668	175.0	-60	190	138	RC	Stonemouse
BB243	272418	7917524	175.0	-60	10	150	RC	Stonemouse
BB244	272415	7917521	175.0	-60	190	150	RC	Stonemouse
BB245	272610	7917460	177.0	-60	10	150	RC	Stonemouse
BB246	272610	7917459	177.0	-60	190	150	RC	Stonemouse
BB247	273072	7919897	195.0	-70	140	150	RC	B1 Copper
BB248	271555	7917785	174.0	-75	190	101	RC	Stonemouse
BB249	270826	7917548	160.0	-90	0	42	RC	Stonemouse
BB250	271144	7917833	164.0	-55	190	102	RC	Stonemouse
BB251	271867	7916991	167.0	-60	10	332	RC	Stonemouse
BLBDS278	274482	7914632	169.1	-65	35	129	DDH	Tasman
BLBDS282	274480	7914637	168.9	-65	35	189	DDH	Tasman
BLBPS253	268580	7915799	175.6	-60	34	150	RC	Mount Panorama
BLBPS254	268714	7915693	181.9	-55	20	150	RC	Mount Panorama
BLBPS255	271498	7915810	155.0	-60	10	136	RC	Devils Gossan
BLBPS256	272089	7915368	153.4	-60	7	150	RC	Black Hills
BLBPS257	272302	7915680	159.5	-60	7	150	RC	Black Hills
BLBPS258	273122	7914712	150.0	-60	10	149	RC	Bloodwood East
BLBPS259	270847	7916528	155.0	-90	0	102	RC	Devils Gossan
BLBPS260	270792	7916322	157.2	-60	0	102	RC	Devils Gossan
BLBPS261	270167	7916922	155.4	-60	39	150	RC	Devils Gossan
BLBPS262	270147	7917087	157.9	-60	64	150	RC	Devils Gossan
BLBPS263	269867	7916682	156.2	-60	20	150	RC	Devils Gossan

Independent Geologist Report

90

Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
BLBPS264	269632	7917372	150.0	-90	0	114	RC	Devils Gossan
BLBPS265	270297	7916772	155.0	-60	24	150	RC	Devils Gossan
BLBPS266	270702	7915932	164.8	-60	0	150	RC	Devils Gossan
BLBPS267	274820	7914190	158.3	-90	0	96	RC	Tasman
BLBPS268	274725	7914025	154.8	-60	24	144	RC	Tasman
BLBPS269	274880	7914600	177.4	-60	9	124	RC	Tasman
BLBPS270	274595	7914730	176.3	-60	40	130	RC	Tasman
BLBPS271	273005	7915775	174.1	-90	0	108	RC	E2
BLBPS272	271482	7925012	160.0	-75	350	90	RC	Therma
BLBPS273	271416	7924684	160.0	-90	0	100	RC	Therma
BLBPS274	271059	7924910	160.0	-60	160	72	RC	Therma
BLBPS279	275052	7914867	189.2	-65	44	208	RC	Tasman
BLBPS280	274947	7914427	164.9	-65	20	208	RC	Tasman
KD01	273250	7918010	176.0	-67	30	96	DDH	Anomaly 2
KD02	272414	7918246	175.0	-65	30	322	DDH	JB
KD03	271842	7918128	174.5	-75	35	420	DDH	JB
KD04	274390	7918286	188.2	-60	20	113	DDH	Anomaly 2
KD06A	271528	7917970	182.2	-74	40	446	DDH	JB
KD07	271605	7918299	184.0	-60	80	360	DDH	JB
KD08	271353	7918214	170.0	-60	80	433	DDH	JB
KD09	271745	7918261	178.5	-60	80	317	DDH	JB
KD11	272257	7918567	179.0	-60	35	108	DDH	JB
KD11A	272256	7918559	178.7	-90	0	218	DDH	JB
KD12A	272146	7918765	182.4	-90	0	326	DDH	JB
KD13	272197	7918976	186.9	-60	88	269	DDH	JB
KD14	272106	7918426	179.9	-90	0	218	DDH	JB
KD15	271722	7918468	183.2	-60	175	350	DDH	JB
KD16	271742	7918247	177.9	-60	350	418	DDH	JB
KD17	271095	7917922	165.0	-90	0	499	DDH	JB
KD18	270945	7918117	165.1	-90	0	500	DDH	JB
KD19	271997	7918502	180.1	-60	173.5	252	DDH	JB
KD21	272253	7917673	171.0	-90	10	288	DDH	Stonemouse
KD22	272000	7918501	180.0	-75	173.5	287	DDH	JB
KP01	272665	7918800				38	PD
KP02	272608	7918730				30	PD
KP03	272545	7918655				36	PD
KP04	272525	7918600				30	PD
KP05	272462	7918533	179.8	-90	0	36	PD	JB
KP06	272449	7918509	179.1	-90	0	150	PD	JB
KP07	272880	7919822	190.1	-90	0	3	PD	B1 Copper
KP07scout	272536	7920065				250	PD
KP08	272732	7919730	189.2	-90	0	3	PD	B1 Copper
KP08scout	271075	7917965	165.6	-90	0	190	PD	JB
KP09	272980	7919685	192.2	-90	0	3	PD	B1 Copper
KP09scout	270980	7918080	165.0	-90	0	39	PD	JB

Independent Geologist Report

91

Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
KP10	272973	7919689	192.2	-90	0	3	PD	B1 Copper
KP10scout	271045	7918005	165.0	-90	0	350	PD	JB
KP11	272965	7919693	192.1	-90	0	3	PD	B1 Copper
KP12	272958	7919697	192.0	-90	0	3	PD	B1 Copper
KP13	272951	7919701	191.9	-90	0	3	PD	B1 Copper
KP14	272943	7919705	191.7	-90	0	3	PD	B1 Copper
KP15	272937	7919709	191.5	-90	0	3	PD	B1 Copper
KP16	272928	7919713	191.3	-90	0	3	PD	B1 Copper
KP17	272921	7919717	191.1	-90	0	3	PD	B1 Copper
KP18	272914	7919721	190.9	-90	0	3	PD	B1 Copper
KP19	272906	7919725	190.6	-90	0	3	PD	B1 Copper
KP20	272898	7919729	190.4	-90	0	3	PD	B1 Copper
KP21	272893	7919732	190.3	-90	0	3	PD	B1 Copper
KP22	272884	7919737	190.2	-90	0	3	PD	B1 Copper
KP23	272878	7919741	190.1	-90	0	3	PD	B1 Copper
KP24	272870	7919745	190.0	-90	0	3	PD	B1 Copper
KP25	272862	7919749	190.0	-90	0	3	PD	B1 Copper
KP26	272854	7919753	190.0	-90	0	3	PD	B1 Copper
KP27	272846	7919758	190.0	-90	0	3	PD	B1 Copper
KP28	272837	7919763	190.0	-90	0	3	PD	B1 Copper
KP29	272831	7919766	190.0	-90	0	3	PD	B1 Copper
KP30	272825	7919769	190.0	-90	0	3	PD	B1 Copper
KP31	272816	7919775	190.0	-90	0	3	PD	B1 Copper
KP32	272802	7919782	190.1	-90	0	3	PD	B1 Copper
KP33	272798	7919785	190.1	-90	0	3	PD	B1 Copper
KP34	272792	7919787	190.2	-90	0	3	PD	B1 Copper
KP35	272788	7919789	190.2	-90	0	3	PD	B1 Copper
KP36A	272592	7919514	192.9	-90	0	30	PD	B1 Copper
KP36B	272725	7919707	188.8	-90	0	3	PD	B1 Copper
KP37	273255	7918217	184.9	-90	0	71	PD	Anomaly 2
KP38	273312	7918431	191.3	-90	0	66	PD	Anomaly 2
KP39	273325	7918577	199.0	-90	0	71	PD	Anomaly 2
KP40	274086	7918041	187.9	-65	32	42	PD	Anomaly 2
KP41	274142	7918129	188.5	-65	32	30	PD	Anomaly 2
KP42	274188	7918200	190.7	-65	32	45	PD	Anomaly 2
KP43	274890	7917686	173.8	-65	31	50	PD	Anomaly 2
KP44	274917	7917799	176.4	-65	31	30	PD	Anomaly 2
KP45	274935	7917881	183.8	-65	31	48	PD	Anomaly 2
KP46	275782	7917405	184.4	-65	10	48	PD	Anomaly 2
KP47	275786	7917557	182.1	-65	10	54	PD	Anomaly 2
KP48	275798	7917642	179.6	-65	10	43	PD	Anomaly 2
KPH1	277780	7917215		-70	0	42	PD
KPH2	277790	7917145				42	PD
KPH3	278640	7917460				33	PD
KPH4	280240	7917710				24	PD

Independent Geologist Report

92

Hole ID	Easting MGA	Northing MGA	Elevation	Dip	Azimuth	Depth	Hole **Type **	Prospect
LNHP-1	268640	7918111	149.8	-90	0	72	PD	Archie Creek
LNHP-2	274918	7921144	203.1	-60	0	145	PD	Sandy Creek
SL001	270725	7913825	151.4	-90	0	432	DDH	Bloodwood East
JB001	271721	7918465	183.2	-60	160	311	DDH	JB
JB002	271892	7918519	186.4	-60	152	181	DDH	JB
JB002A	271902	7918519	185.4	-60	160	267	DDH	JB
JB003	272082	7918619	180.0	-60	160	160	RC	JB
JB004	271915	7918474	184.4	-60	160	300	DDH	JB
JB005	272062	7918573	180.0	-60	160	73	RC	JB
JB006	271498	7918325	173.4	-60	160	380	DDH	JB
JB007	272026	7918510	180.0	-60	145	273	DDH	JB
JB008	271499	7918326	173.5	-85	175	345	DDH	JB
JB009	272361	7918522	179.0	-90	0	130	RC	JB
JB010	272351	7918548	180.6	-90	0	130	RC	JB
JB011	272340	7918575	181.3	-90	0	130	RC	JB
JB012	272331	7918602	182.0	-90	0	76	RC	JB
JB013	271916	7918431	183.0	-60	160	29	RC	JB
JB014	271917	7918431	183.0	-60	160	286	DDH	JB
JB015	272157	7918475	178.5	-80	140	129	DDH	JB
JB016	272065	7918482	180.0	-80	140	227	DDH	JB
JB017	271997	7918509	180.1	-60	180	300	DDH	JB
JB018	272049	7918399	180.0	-80	173	333	DDH	JB
JB019	271939	7918386	180.0	-60	153	312	DDH	JB
JB020	271750	7918369	183.2	-60	163	97	RC	JB
JB020A	271753	7918370	183.2	-65	163	324	DDH	JB
JB021	271710	7918246	178.7	-65	163	357	DDH	JB
JB022	271211	7918254	169.1	-60	153	267	DDH	JB
JB023	271965	7918325	177.5	-65	160	72	RC	JB
JB023A	271963	7918325	177.5	-67	158	285	DDH	JB
PB01_17	271549	7918128		-60	50	536	RC/DD	JB
PB02_17	272775	7919795		-60	150	242	RC/DD	Grunter
PB03_17	272768	7918023		-70	50	166	RC/DD	JE
PB04_17	271140	7917450		-60	50	306	RC/DD	Stonemouse
PB05-18	272517	7917795		-70	50	316	RC/DD	JE
PB06-18	272981	7918072		-65	200	220	RC/DD	JE
PB07-18	272176	7918313		-65	150	259	RC/DD	JB
PB08-18	272995	7919935		-50	150	250	RC/DD	Grunter
PB09-18	272484	7918111		-80	217	333	RC/DD	JB/JE
TR01	274576	7920609	175.0	-75	68	306	DDH	Triangle
TR02	274366	7921372	170.0	-75	153	247	DDH	Triangle
TR03	274162	7920609	178.9	-90	353	282	DDH	Triangle

Source: Geological Resource Model Report, 2013

Independent Geologist Report

93

Table 4: Significant Assays (>0.3% Cu)

Hole ID	From m	To m	Cu%
BB003	121	122	1.16
BB003	204	205	0.54
BB201	46	48	0.68
BB202	22	24	1.06
BB202	24	26	0.55
BB209	12	14	0.64
BLBPS262	86	88	1.23
JB008	198	199	1.84
JB008	199	200	0.76
JB008	200	201	1.58
JB008	203	204	1.47
JB014	68	72	0.95
JB017	105	106	0.53
KD03	388.15	389.09	1.85
KD03	396.82	397.29	1.15
KD04	55.52	56.55	1.45
KD04	110.44	111.47	1.03
KD04	111.47	112.76	1.29
KD11A	212.75	213.75	0.68
KD16	165	166	0.61
KD16	166	167	0.51
KD16	167	168	1.00
KD16	168	169	1.90
KD16	169	170	0.98
KD16	304	305	0.56
KD16	306	307	2.10
KD16	307	308	0.90
KD16	362	364	0.53
TR01	105.6	106.2	1.14

Source: Geological Resource Model Report, 2013, Pursuit, Various ASX Announcements, 2017 and 2018

Table 5: Significant Assays (>3% Zn+Pb)

HoleID	From m	Tom	Pb %	Zn%	Cu%	Zn+Pb %
BB001	422	423	0.15	2.89	0.00	3.04
BB001	428	429	4.32	11.00	0.02	15.32
BB001	429	430	0.03	5.48	0.00	5.51
BB001	430	431	1.30	4.19	0.01	5.49
BB001	431	432	0.72	6.84	0.02	7.56
BB001	442	443	0.01	5.11	0.00	5.12
BB001	460	461	0.00	4.34	0.01	4.34

Independent Geologist Report

94

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
BB001	461	462	0.00	4.34	0.01	4.34
BB001	474	475	0.00	4.70	0.00	4.70
BB002	430	431	0.06	7.60	0.00	7.66
BB002	432	433	0.00	6.08	0.00	6.08
BB002	678	679	0.01	3.06	0.00	3.07
BB002	704	705	3.70	0.69	0.00	4.39
BB002	730	731	5.44	1.91	0.00	7.35
BB218	102	104	1.67	2.42	0.04	4.09
BB218	144	146	2.08	8.82	0.11	10.90
BB219	138	140	0.22	3.88	0.11	4.10
BB220	8	10	0.33	2.68	0.01	3.01
BB220	10	12	0.37	3.37	0.02	3.74
BB220	12	14	0.19	3.28	0.02	3.47
BB220	74	76	2.04	3.26	0.04	5.30
BB220	134	136	0.56	3.22	0.03	3.78
BB220	144	146	0.56	4.93	0.06	5.49
BB221	72	74	0.38	4.40	0.02	4.78
BB221	132	134	0.04	4.11	0.03	4.15
BB225	22	24	7.93	0.10	0.03	8.03
BB225	24	26	3.06	0.08	0.02	3.14
BB239	28	30	0.93	4.00	0.14	4.93
BB239	36	38	1.79	2.93	0.02	4.72
BB239	54	56	1.14	8.33	0.05	9.47
BB240	88	90	0.85	3.37	0.05	4.22
BLBPS280	184	186	0.59	2.61	0.00	3.20
JB001	198	199	7.64	11.32	0.06	18.96
JB001	221	222	0.14	3.53	0.01	3.67
JB001	222	223	0.30	5.86	0.02	6.16
JB001	223	224	2.18	5.62	0.07	7.80
JB001	224	225	3.08	0.96	0.02	4.04
JB001	233	234	0.12	5.83	0.01	5.95
JB001	234	235	0.04	3.25	0.00	3.29
JB001	241	242	0.07	3.33	0.02	3.40
JB001	242	243	0.06	5.14	0.02	5.20
JB001	245	246	0.61	14.01	0.07	14.62
JB001	246	247	2.10	14.96	0.02	17.06
JB001	249	250	2.84	6.74	0.01	9.58
JB001	253	254	0.04	11.86	0.01	11.90
JB001	254	255	0.01	3.85	0.00	3.86
JB001	281	282	0.02	5.25	0.00	5.27
JB001	282	283	0.01	3.14	0.00	3.15
JB001	284	285	0.11	4.53	0.00	4.64

Independent Geologist Report

95

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
JB001	293	294	4.87	9.57	0.01	14.44
JB001	294	295	0.09	7.01	0.00	7.10
JB001	295	296	0.14	9.24	0.01	9.38
JB001	302	303	1.15	3.95	0.00	5.10
JB001	306	307	0.98	4.49	0.01	5.47
JB002A	202	203	0.15	3.20	0.02	3.35
JB002A	209	210	0.39	4.66	0.00	5.05
JB004	169	170	0.59	4.09	0.02	4.68
JB004	175	176	0.33	3.15	0.01	3.48
JB004	197.7	198.5	0.40	5.13	0.04	5.53
JB004	226	227	0.06	5.07	0.00	5.13
JB004	227	228	0.09	8.36	0.00	8.45
JB004	234.5	235	0.04	5.84	0.01	5.88
JB004	235	236	0.04	8.58	0.01	8.62
JB004	236	237	0.05	6.47	0.01	6.52
JB004	256	257	0.10	3.03	0.01	3.13
JB004	257	258	0.03	4.68	0.01	4.71
JB004	258	259	0.16	6.33	0.02	6.49
JB004	263	264	0.04	3.40	0.00	3.44
JB004	265	266	0.36	2.88	0.00	3.24
JB004	270	271	0.12	6.93	0.02	7.05
JB006	236	237	0.01	6.79	0.03	6.80
JB006	297	298	1.17	9.34	0.00	10.51
JB006	300	301	0.04	5.04	0.00	5.08
JB006	311	312	0.06	4.62	0.04	4.68
JB006	317	318	0.02	3.16	0.01	3.18
JB006	334	335	1.15	8.56	0.01	9.71
JB006	335	336	0.44	3.79	0.00	4.23
JB006	336	337	0.06	11.38	0.01	11.44
JB006	339	340	0.05	16.11	0.01	16.16
JB006	353	354	0.56	12.69	0.00	13.25
JB006	357	358	0.07	5.26	0.00	5.33
JB006	360	361	0.01	3.21	0.00	3.22
JB007	168	169	0.28	5.56	0.01	5.84
JB007	180	181	17.78	8.37	0.03	26.15
JB007	184	185	0.11	7.52	0.01	7.63
JB007	188	189	0.60	8.15	0.01	8.75
JB007	189	190	1.32	3.87	0.00	5.19
JB007	198	199	0.05	5.99	0.02	6.04
JB007	199	200	1.09	4.74	0.01	5.83
JB007	210	211	0.11	3.79	0.01	3.90
JB007	213	214	1.47	6.85	0.01	8.32

Independent Geologist Report

96

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
JB007	215	216	0.17	3.46	0.01	3.63
JB007	219	220	0.36	4.50	0.01	4.86
JB007	220	221	0.30	4.04	0.01	4.34
JB007	224	225	0.57	5.55	0.01	6.12
JB007	225	226	2.26	14.18	0.01	16.44
JB007	226	227	2.54	1.03	0.01	3.57
JB014	162	163	0.28	6.81	0.00	7.09
JB014	178	179	0.11	3.87	0.00	3.98
JB014	181	182	0.02	3.00	0.00	3.02
JB014	182	183	0.08	4.72	0.01	4.80
JB014	183	184	0.16	5.73	0.01	5.89
JB014	192	193	0.06	3.34	0.01	3.40
JB014	194	195	0.27	3.99	0.01	4.26
JB014	197	198	0.62	4.29	0.02	4.91
JB014	199	200	0.39	2.64	0.01	3.03
JB014	202	203	0.70	2.59	0.00	3.29
JB014	207	208	0.02	3.13	0.00	3.15
JB014	209	210	0.09	4.97	0.00	5.06
JB014	214	215	0.94	8.27	0.00	9.21
JB014	223	224	0.12	11.82	0.01	11.94
JB014	224	225	0.13	3.20	0.00	3.33
JB014	226	227	2.81	9.53	0.01	12.34
JB014	228	229	0.33	4.60	0.00	4.93
JB014	233	234	0.57	3.97	0.00	4.54
JB014	238	239	0.11	4.89	0.00	5.00
JB014	243	244	0.68	4.55	0.01	5.23
JB014	244	245	0.22	9.22	0.01	9.44
JB014	245	246	0.34	3.36	0.01	3.70
JB014	259	260	0.42	3.01	0.01	3.43
JB014	260	261	3.52	3.57	0.01	7.09
JB014	261	262	4.70	6.72	0.02	11.42
JB014	266	267	0.02	7.07	0.01	7.09
JB014	268	269	0.08	3.26	0.01	3.34
JB016	179	180	1.23	3.86	0.02	5.09
JB016	180	181	0.80	6.34	0.02	7.14
JB016	181	182	0.06	3.09	0.01	3.15
JB016	188.5	189.5	1.48	5.30	0.01	6.78
JB016	189.5	190.5	2.68	10.80	0.02	13.48
JB016	190.5	191	0.55	3.91	0.02	4.46
JB017	153.5	154	0.13	3.24	0.00	3.37
JB017	154	154.5	0.05	3.44	0.00	3.49
JB017	154.5	155	0.33	5.91	0.01	6.24

Independent Geologist Report

97

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
JB017	158.5	159	3.08	1.11	0.07	4.19
JB017	167.5	168	0.30	2.72	0.02	3.02
JB017	168	168.5	0.66	5.38	0.04	6.04
JB017	174	174.5	0.12	4.99	0.00	5.11
JB017	187	187.5	1.82	8.34	0.01	10.16
JB017	187.5	188	2.15	1.84	0.01	3.99
JB017	188	188.5	0.93	6.06	0.02	6.99
JB017	188.5	189	1.35	7.06	0.01	8.41
JB017	189	189.5	3.35	14.05	0.03	17.40
JB017	191	191.5	0.43	3.99	0.01	4.42
JB017	191.5	192	0.77	9.34	0.04	10.11
JB017	192.5	193	1.65	5.76	0.07	7.41
JB017	193	193.5	0.29	3.04	0.03	3.33
JB017	201.5	202	0.08	15.55	0.01	15.63
JB017	202	202.5	0.08	6.36	0.00	6.44
JB017	202.5	203	0.55	3.19	0.00	3.74
JB017	204	204.5	10.10	8.10	0.01	18.20
JB017	205.5	206	0.35	2.97	0.00	3.32
JB017	208	208.5	2.09	2.87	0.00	4.96
JB017	220.5	221	0.01	3.23	0.00	3.24
JB017	221	221.5	0.01	7.58	0.01	7.59
JB017	221.5	222	0.02	4.76	0.01	4.78
JB017	222.5	223	0.07	10.10	0.01	10.17
JB017	223	223.5	0.02	4.01	0.00	4.03
JB017	223.5	224	0.02	4.66	0.00	4.68
JB017	224	224.5	0.02	4.32	0.00	4.34
JB017	225	225.5	0.03	8.74	0.00	8.77
JB017	225.5	226	0.04	6.11	0.01	6.15
JB017	227	227.5	0.34	4.46	0.00	4.80
JB017	227.5	228	0.96	2.31	0.00	3.27
JB017	236.5	237	0.10	5.19	0.00	5.29
JB017	237	237.5	0.09	6.13	0.01	6.22
JB017	238	238.5	0.26	3.19	0.01	3.45
JB017	242.5	243	0.04	4.71	0.01	4.75
JB017	244.5	245	0.08	4.51	0.01	4.59
JB017	245	245.5	0.11	6.83	0.02	6.94
JB017	245.5	246	0.15	7.99	0.01	8.14
JB017	249.5	250	0.26	6.12	0.01	6.38
JB017	250	250.5	0.42	4.71	0.01	5.13
JB017	255	255.5	0.01	6.71	0.01	6.72
JB017	257.5	258	0.13	3.56	0.01	3.69
JB017	260.5	261	0.08	4.26	0.01	4.34

Independent Geologist Report

98

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
JB017	263	263.5	0.11	4.06	0.01	4.17
JB017	263.5	264	2.63	4.31	0.01	6.94
JB017	264	264.5	2.14	17.60	0.01	19.74
JB017	264.5	265	0.10	8.34	0.01	8.44
JB017	265.5	266	0.66	3.73	0.00	4.39
JB017	266.5	267	0.45	5.94	0.01	6.39
JB017	274.5	275	0.19	4.83	0.00	5.02
JB017	275	275.5	0.06	6.37	0.01	6.43
JB017	278.5	279	13.85	13.60	0.01	27.45
JB017	280.5	281	0.09	4.66	0.01	4.75
JB017	281	281.5	0.72	2.35	0.00	3.07
JB017	282	282.5	0.79	9.30	0.04	10.09
JB018	125	126	0.02	7.12	0.00	7.14
JB018	127	128	0.04	8.51	0.00	8.55
JB018	129	130	0.26	3.06	0.00	3.32
JB018	145	146	0.02	5.83	0.01	5.85
JB018	152	153	0.06	4.43	0.01	4.49
JB018	153	154	0.73	3.99	0.01	4.72
JB018	158	159	3.01	4.82	0.01	7.83
JB018	164	165	0.03	5.60	0.00	5.63
JB018	171	172	0.08	6.76	0.01	6.84
JB018	172	173	1.78	3.16	0.00	4.94
JB018	176	177	0.17	3.34	0.00	3.51
JB018	177	178	0.08	3.33	0.00	3.41
JB018	178	179	0.02	4.81	0.00	4.83
JB018	179	180	0.53	6.31	0.00	6.84
JB018	181	182	0.13	3.26	0.00	3.39
JB018	183	184	0.07	4.74	0.00	4.81
JB018	196	197	0.08	3.06	0.01	3.14
JB018	197	198	2.40	5.51	0.01	7.91
JB018	210	211	0.24	10.60	0.02	10.84
JB018	211	212	0.11	4.71	0.01	4.82
JB018	212	213	0.32	3.72	0.01	4.04
JB018	221	222	4.82	4.24	0.00	9.06
JB018	222	223	0.87	3.39	0.03	4.26
JB019	185	186	1.36	2.80	0.01	4.16
JB019	194	195	0.88	2.33	0.00	3.21
JB019	206	207	0.20	2.95	0.01	3.15
JB019	212	213	0.07	7.00	0.00	7.07
JB019	232	233	0.01	3.98	0.00	3.99
JB019	233	234	0.02	5.07	0.00	5.09
JB019	242	243	0.04	10.45	0.00	10.49

Independent Geologist Report

99

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
JB019	245	246	0.07	3.63	0.00	3.70
JB019	246	247	0.30	9.36	0.00	9.66
JB020A	206	207	5.67	14.55	0.01	20.22
JB020A	222	223	0.01	3.26	0.00	3.27
JB020A	227	228	3.67	0.36	0.00	4.03
JB020A	238	239	0.13	3.92	0.00	4.05
JB020A	239	240	0.30	3.00	0.00	3.30
JB020A	243	244	0.14	3.10	0.00	3.24
JB020A	244	245	0.22	5.62	0.00	5.84
JB020A	246	247	0.09	3.03	0.00	3.12
JB020A	247	248	0.81	3.22	0.00	4.03
JB020A	249	250	0.21	2.90	0.00	3.11
JB020A	256	257	0.08	3.58	0.01	3.66
JB020A	260	261	0.16	5.84	0.01	6.00
JB020A	261	262	0.01	5.28	0.01	5.29
JB020A	264	265	0.07	3.23	0.00	3.30
JB020A	265	266	2.07	12.80	0.02	14.87
JB020A	287	288	0.36	6.09	0.01	6.45
JB020A	289	290	0.25	4.94	0.00	5.19
JB020A	291	292	0.53	5.23	0.00	5.76
JB020A	292	293	0.45	3.11	0.00	3.56
JB020A	296	297	0.48	4.12	0.00	4.60
JB020A	297	298	1.16	10.80	0.00	11.96
JB020A	299	300	0.30	3.83	0.00	4.13
JB020A	302	303	0.12	6.74	0.00	6.86
JB021	252	253	0.07	4.34	0.00	4.41
JB021	253	254	10.05	10.25	0.01	20.30
JB021	254	255	0.04	5.78	0.00	5.82
JB021	267	268	0.17	4.72	0.00	4.89
JB021	293	294	0.91	3.33	0.00	4.24
JB021	326	327	0.01	3.21	0.00	3.22
JB023A	161	162	0.04	4.26	0.00	4.30
JB023A	176	177	0.05	5.56	0.00	5.61
JB023A	186	187	0.02	10.05	0.00	10.07
JB023A	191	192	2.42	1.80	0.00	4.22
JB023A	193	194	0.02	5.70	0.00	5.72
JB023A	194	195	0.15	5.87	0.00	6.02
JB023A	231	232	0.03	4.19	0.01	4.22
JB023A	240	241	0.09	4.50	0.00	4.59
JB023A	244	245	0.05	3.05	0.00	3.10
KD03	51.24	51.77	1.45	1.85	0.00	3.30
KD03	60.57	61.3	1.24	6.22	0.00	7.46

Independent Geologist Report

100

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
KD03	61.3	61.83	1.45	1.85	0.00	3.30
KD03	63.56	64.3	2.88	0.28	0.00	3.16
KD03	195.32	196.16	0.04	16.01	0.00	16.05
KD03	196.16	196.88	0.12	4.33	0.00	4.45
KD03	202.95	203.45	0.01	3.01	0.00	3.02
KD03	219	219.5	0.00	8.92	0.00	8.92
KD03	220.7	221.2	0.11	3.05	0.00	3.16
KD03	221.2	221.7	0.01	5.24	0.00	5.25
KD03	223.7	224.2	0.42	5.35	0.00	5.77
KD03	233.53	234.28	7.42	18.93	0.00	26.35
KD03	251	251.5	0.04	5.86	0.00	5.90
KD03	253	253.5	0.06	6.31	0.00	6.37
KD03	254.5	255	0.01	6.75	0.00	6.76
KD03	255.5	256	0.01	3.92	0.00	3.93
KD03	262	262.76	0.10	9.90	0.00	10.00
KD06A	241.96	242.46	0.03	5.81	0.00	5.84
KD06A	243.38	243.82	0.35	7.62	0.00	7.97
KD06A	243.82	244.32	0.10	4.96	0.00	5.06
KD06A	244.32	244.82	1.23	4.36	0.00	5.59
KD06A	244.82	245.46	0.09	10.20	0.00	10.29
KD06A	249.85	250	22.10	5.70	0.00	27.80
KD06A	283.87	284	30.12	7.43	0.00	37.55
KD06A	284	284.1	0.01	3.99	0.00	4.00
KD06A	286	286.2	1.40	3.22	0.00	4.62
KD06A	293	293.5	0.08	7.02	0.00	7.10
KD06A	293.5	294	0.01	6.90	0.00	6.91
KD06A	369.5	370.5	2.56	0.68	0.00	3.24
KD06A	385.5	386.5	0.59	4.15	0.00	4.74
KD07	209.13	210	11.60	10.10	0.00	21.70
KD07	218	219	0.04	9.14	0.00	9.18
KD07	219	220	0.04	3.68	0.00	3.72
KD07	222	222.5	0.27	9.78	0.00	10.05
KD07	224.5	225	0.01	8.12	0.00	8.13
KD07	225.5	226	0.10	4.75	0.00	4.85
KD07	229	230	0.03	3.10	0.00	3.13
KD07	230.56	231	0.07	8.51	0.00	8.58
KD07	231.8	232.41	0.36	7.11	0.00	7.47
KD07	233.02	233.5	0.05	8.33	0.00	8.38
KD07	237	237.5	0.03	11.00	0.00	11.03
KD07	237.5	238	0.01	8.32	0.00	8.33
KD07	238	238.5	0.01	10.10	0.00	10.11
KD07	239.5	240	0.01	3.62	0.00	3.63

Independent Geologist Report

101

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
KD07	240	240.5	0.02	7.31	0.00	7.33
KD07	240.5	241	0.02	6.57	0.00	6.59
KD07	243	243.5	0.09	4.26	0.00	4.35
KD07	247.45	248.03	0.23	13.20	0.00	13.43
KD07	248.5	249	0.22	3.96	0.00	4.18
KD07	250	250.5	0.57	2.59	0.00	3.16
KD07	251	252	0.03	3.38	0.00	3.41
KD07	283	284	0.19	14.00	0.00	14.19
KD07	284.36	285	0.10	12.40	0.00	12.50
KD07	303.75	304	0.02	15.00	0.00	15.02
KD07	304	305	0.04	4.88	0.00	4.92
KD07	309.88	310	4.33	25.70	0.00	30.03
KD07	310	310.37	0.05	6.71	0.00	6.76
KD07	311	312	0.01	3.91	0.00	3.92
KD07	316	317	0.04	4.05	0.00	4.09
KD08	320.09	320.46	0.08	19.40	0.00	19.48
KD08	323.14	324	0.15	3.05	0.00	3.20
KD08	329.13	329.3	0.04	7.05	0.00	7.09
KD08	331	331.3	0.01	5.75	0.00	5.76
KD08	343.06	343.89	0.03	5.52	0.00	5.55
KD08	347.31	347.72	0.01	5.32	0.00	5.33
KD08	350	351	8.21	10.10	0.00	18.31
KD08	351	351.84	6.25	6.52	0.00	12.77
KD08	352.95	353	0.03	7.26	0.00	7.29
KD08	353	353.37	0.08	6.21	0.00	6.29
KD08	354.63	355	0.04	7.83	0.00	7.87
KD09	160	160.1	0.10	6.28	0.00	6.38
KD09	180.18	180.47	0.19	18.70	0.00	18.89
KD09	180.47	181	0.03	6.22	0.00	6.25
KD09	181.46	181.77	0.06	16.80	0.00	16.86
KD09	181.77	182	0.02	5.81	0.00	5.83
KD09	186	187	0.06	3.26	0.00	3.32
KD09	188	189	0.13	6.19	0.00	6.32
KD09	189	189.55	0.12	15.80	0.00	15.92
KD09	189.55	190	0.13	3.51	0.00	3.64
KD09	192	192.22	3.48	7.82	0.00	11.30
KD09	201.5	202	0.02	6.55	0.00	6.57
KD09	206	206.7	0.04	3.11	0.00	3.15
KD09	208	209	0.13	6.25	0.00	6.38
KD09	209	209.35	0.01	4.97	0.00	4.98
KD09	215.19	215.9	0.06	10.60	0.00	10.66
KD09	218.56	219	0.77	4.61	0.00	5.38

Independent Geologist Report

102

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
KD09	219	219.74	0.68	2.52	0.00	3.20
KD09	220	220.19	0.66	4.20	0.00	4.86
KD09	220.19	220.51	0.03	6.75	0.00	6.78
KD09	222.72	223	6.50	0.09	0.00	6.59
KD09	223	223.07	7.81	3.93	0.00	11.74
KD09	226	227	0.02	3.80	0.00	3.82
KD09	227.3	227.65	0.02	8.35	0.00	8.37
KD09	228.16	228.28	0.05	12.20	0.00	12.25
KD09	228.82	229	0.55	21.90	0.00	22.45
KD09	229	229.18	0.62	11.40	0.00	12.02
KD09	230.93	231	0.86	8.83	0.00	9.69
KD09	234	234.21	1.40	1.75	0.00	3.15
KD09	240.65	241	0.01	5.41	0.00	5.42
KD09	248.31	248.49	0.12	15.90	0.00	16.02
KD09	248.49	249	0.05	4.89	0.00	4.94
KD09	249	250	0.10	9.52	0.00	9.62
KD09	251.36	251.6	0.05	4.97	0.00	5.02
KD09	253.27	254	0.03	6.65	0.00	6.68
KD09	254	254.3	0.11	8.40	0.00	8.51
KD09	259	259.44	0.08	7.85	0.00	7.93
KD09	267	268	0.06	3.05	0.00	3.11
KD14	138.9	139	0.17	15.20	0.00	15.37
KD14	139	140	0.28	3.53	0.00	3.81
KD14	143.6	144	0.32	4.17	0.00	4.49
KD14	145	146	0.32	2.89	0.00	3.21
KD14	152.6	153	0.18	21.40	0.00	21.58
KD14	154	155	0.07	3.22	0.00	3.29
KD14	155.5	156	0.16	9.15	0.00	9.31
KD14	156	156.17	0.14	26.50	0.00	26.64
KD14	156.17	157	0.07	6.42	0.00	6.49
KD14	158	159	0.38	4.64	0.00	5.02
KD14	160	161	0.22	3.04	0.00	3.26
KD14	177	178	0.76	5.65	0.00	6.41
KD14	183	183.16	0.15	28.40	0.00	28.55
KD14	187	188	0.60	4.65	0.00	5.25
KD15	224.2	225	0.61	7.50	0.00	8.11
KD15	234.15	234.8	0.10	14.00	0.00	14.10
KD15	234.8	235	0.02	4.50	0.00	4.52
KD15	235	236	0.03	5.30	0.00	5.33
KD15	238	239	0.01	4.30	0.00	4.31
KD15	242.45	243	0.09	3.90	0.00	3.99
KD15	243	243.6	0.08	4.90	0.00	4.98

Independent Geologist Report

103

HoleID	From m	Tom	Pb%	Zn %	Cu%	Zn+Pb%
KD15	247	248	0.25	22.50	0.00	22.75
KD15	266	267	0.01	3.40	0.00	3.41
KD15	274	275	0.01	4.10	0.00	4.11
KD15	280.7	281	10.00	24.50	0.00	34.50
KD15	295	295.55	10.00	24.50	0.00	34.50
KD15	295.55	296	0.09	4.00	0.00	4.09
KD15	296	297	2.50	14.50	0.00	17.00
KD15	303	304	0.00	5.40	0.00	5.40
KD15	307	308	1.30	1.90	0.00	3.20
KD16	314	315	0.01	3.60	0.15	3.61
KD16	318	319	0.01	4.40	0.14	4.41
KD17	413.55	413.85	0.81	2.40	0.01	3.21
KD17	420.6	421	0.89	3.80	0.01	4.69
KD19	133	134	0.03	3.54	0.03	3.57
KD19	161	162	0.11	6.30	0.03	6.41
KD19	162	163	0.76	4.50	0.01	5.26
KD19	169	170	0.30	3.55	0.00	3.85
KD19	177	178	0.14	2.89	0.01	3.03
KD19	178	179	0.51	3.29	0.01	3.80
KD19	180	181	0.60	2.81	0.02	3.41
KD19	181	182	0.31	3.15	0.04	3.46
KD19	184	185	0.16	3.49	0.01	3.65
KD19	185	186	0.15	3.09	0.01	3.24
KD19	186	187	0.58	11.30	0.01	11.88
KD19	206	207	19.75	17.25	0.03	37.00
KD19	209	210	0.17	4.38	0.00	4.55
KD19	210	211	0.20	4.67	0.00	4.87
KD19	211	212	0.02	8.39	0.00	8.41
KD19	212	213	0.08	3.22	0.00	3.30
KD19	220	221	0.09	8.12	0.01	8.21
KD19	221	222	0.12	8.55	0.01	8.67
KD19	225	226	0.03	9.30	0.01	9.33
KD19	226	227	0.04	4.02	0.00	4.06
KD19	227	228	0.02	5.71	0.01	5.73
KD19	231	232	0.31	4.70	0.01	5.01
KD19	236	237	0.06	6.24	0.01	6.30
KD19	242	243	9.41	4.75	0.01	14.16
KD19	243	244	0.29	3.62	0.01	3.91
KD19	244	245	1.14	7.99	0.01	9.13
KD19	250	251	0.57	2.46	0.00	3.03
KD19	251	252	0.43	5.22	0.01	5.65

Source: Geological Resource Model Report, 2013, Pursuit, Various ASX Announcements, 2017 and 2018

Independent Geologist Report

104

Appendix C: Etheridge Project Drill-hole Information

Table 6: Mt Jack Drilling Collars and Significant Results (>0.5 ppm Gold)

Hole No	Easting (GDA94)	Northing (GDA94)	Elevation m	Dip	Azimuth	Depth m	From m	To m	Length (m)	Gold (ppm)	Silver (ppm)
RWRC001	771045	7938476	457	-55	200	60	48	50	2	0.94	3
RWRC002	771180	7938401	437	-55	200	54
RWRC003	771115	7938414	440	-55	200	50	23	25	2	6.04	12.6
RWRC004	771122	7938436	441	-55	200	97	32	33	1	22.8	16.6
							40	45	5	0.77	2.4
RWRC005	771133	7938451	445	-55	200	79	70	73	3	4.94	12.7
RWRC006	771143	7938472	446	-55	200	130	88	94	6	1.71	7.9
RWRC007	771268	7938358	440	-55	200	60	24	25	1	0.79	2.3
							30	31	1	1.14	6.2
							36	38	2	1.25	8.2
RWRC008	771293	7938377	443	-55	200	106	50	55	5	3.8	18.4
RWRC009	771341	7938312	452	-55	200	52
RWRC010	771361	7938350	447	-55	200	118	65	66	1	1.41	8.7
RWRC011	771424	7938259	455	-55	200	49
RWRC012	771496	7938248	460	-55	200	52
RWRC013	771558	7938215	453	-55	200	51
RWRC014	771619	7938189	457	-55	200	61
RWRC015	771230	7938378	432	-55	200	60	32	33	1	0.73	2.6
RWRC016	771234	7938395	422	-55	200	124
RWRC017	771200	7938438	435	-55	200	120	82	83	1	3.3	74.3
RWRC018	771633	7938220	456	-55	200	120
SER01	7938543	770290		-60	194	53	28	30	2	8.42	6.56
							36	39	3	2.21	2.47
SER06	7938353	771328		-60	195	33	13	22	9	4.66	8.00
SER07	7938153	771800		-60	208	30

Source: Qld CR27781, CR93527

Table 7: Durham Drilling Collars and Significant Results (>0.5 ppm Gold)

Hole ID	Northing MGA	Easting MGA	Elev.	Dip	Azimuth	Depth m	Drill Type	From m	To m	Length m	Gold (ppm)
DH06	7976562	762129		-60	140	20	RAB
DH07	7976572	762146		-60	140	20	RAB
DH08	7976584	762161		-60	140	20	RAB	10	14	4	1.27
DH09	7976598	762177		-60	140	20	RAB	14	20	6	3.82
DH10	7976611	762192		-60	140	20	RAB	10	14	4	9.7
DH11	7976625	762207		-60	140	20	RAB	12	20	8	6.71
DM01	7976345	761908		-60	140	12	RAB	12	16	4	1.51

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Hole ID	Northing MGA	Easting MGA	Elev.	Dip	Azimuth	Depth m	Drill Type	From m	To m	Length m	Gold (ppm)
DM02	7976359	761921		-60	140	20	RAB	12	18	6	3.48
DM03	7976375	761933		-60	140	12	RAB	6	8	2	1.46
DM04	7976388	761949		-60	140	14	RAB
DM05	7976415	761978		-60	140	14	RAB
DM12	7976451	762019		-60	140	20	RAB
GC01	7975830	762392		-60	0	8	REVC	0	2	2	2.08
								6	8	2	2.48
GC02	7975821	762398		-60	0	14	REVC	11	14	4	0.6
GC04	7975787	762360		-60	0	12	REVC	8	10	2	1.64
								11	12	1	1.44
GC09	7975733	762263		-60	0	28	REVC	16	17	1	5.74
								18	19	1	0.72
								23	28	5	3.74
GC10	7975708	762206		-60	0	22	REVC	19	22	3	10.84
GC12	7975713	762214		-60	0	26	REVC	8	9	1	0.7
								10	12	2	2.68
								15	18	3	29.1 including1m@86.2g/t
GC13	7975700	762220		-60	0	32.5	REVC	28	29	1	0.52
GC14	7975695	762189		-60	0	17	REVC	12	13	1	0.66
GC15	7975682	762194		-60	0	32.5	REVC	31	31.5	0.5	2.92
GC16	7975718	762263		-60	0	34	REVC	28	29	1	1.7
GC17	7975720	762237		-60	0	29	REVC	20	23	3	33.7 including1m@98.2g/t
GC18	7975749	762274		-60	0	18.3	REVC
GC19	7975736	762278		-60	0	34.2	REVC
NZ-1	7976310	763307	312	-52	0	15.5	REVC
NZ-2	7976505	763615	314	-50	0	17	REVC	14	15	1	0.5
NZ-3	7976467	763573	313	-60	0	17	REVC	13	14	1	3.93

Source: Qld CR27781, CR93527

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Appendix D: Collurabbie NorthDrill-hole Information

Table 8: Drilling Collars and Significant Results (Nil >0.3% Ni)

HoleID	MGA_E	MGA_N	Elevation	Depth	Dip	Azimuth	Year	Drill Type
KRC405	415259	7037500	530	100.0	-90	90	1998	Percussion
KRC406	415050	7037500	530	100.0	-90	90	1998	Percussion
KRC409	414940	7038500	530	100.0	-90	90	1998	Percussion
KRC410	415140	7038500	530	100.0	-90	90	1998	Percussion
KRC411	415340	7038500	530	100.0	-90	90	1998	Percussion
CLD10	408380	7048000	509	454.8	-60	90	2003	DD
CLD11	408535	7047998	509	459.6	-60	90	2003	DD
CLD16	408863	7048000	517	528.5	-58	90	2003	DD
WBC2	408229	7048130	525	97.0	-90	0	2003	RC
WBC3	408705	7048306	525	49.0	-90	0	2003	RC
WBC4	406408	7054106	525	79.0	-90	0	2003	RC
WBC5	407799	7053289	525	55.0	-90	0	2003	RC

Note: No significant assays >0.3% Ni

Source: Wamex a49644, a58443, a68407, a92053

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